8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 21, 2004:

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE	1-1657	13-1952290
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 First Stamford Place, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(302) 363-7300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Agreement in Principle to Settle Asbestos Liability

Crane Co. has reached an agreement in principle with attorneys representing a majority of persons with asbestos-related personal injury claims against Crane Co. (the “Current Claimants”) and an independent representative of potential future claimants with potential asbestos-related personal injury claims against Crane Co. (the “Future Claimants”) to resolve all current and future asbestos-related personal injury claims against Crane Co. The comprehensive asbestos settlement will have two components: first, a trust to pay settlements of asbestos claims by Current Claimants; and second, a trust to pay settlements of claims by Future Claimants, which will be structured and implemented pursuant to Section 524(g) of the U.S. Bankruptcy Code.

Settlement of Current Claims

On October 21, 2004, MCC Holdings, Inc., an indirect wholly owned subsidiary of Crane Co. formerly known as Mark Controls Corporation (“MCC”), entered into Master Settlement Agreements with representatives of a majority of Current Claimants who were diagnosed with asbestos-related personal injuries prior to June 9, 2004. A copy of the form of Master Settlement Agreement is being filed as Exhibit 10.1 to this Form 8-K. At the same time, MCC and the representatives of Current Claimants entered into a MCC Settlement Trust Agreement, which provides for a $280 million trust (the “MCC Settlement Trust”) to be funded and administered to pay asbestos-related personal injury claims settled under the Master Settlement Agreements. A copy of the MCC Settlement Trust Agreement is being filed as Exhibit 10.2 to this Form 8-K. Under the terms of the Master Settlement Agreements, eligible Current Claimants who meet all criteria to qualify for payment, as set forth in the Master Settlement Agreements, are entitled to receive up to ninety percent (90%) of the value of their agreed settlement amount from the MCC Settlement Trust and retain a claim against MCC for the unpaid balance. The remaining unpaid balance of the agreed settlement amount will be payable by the Post-Petition Trust (as defined below). MCC may terminate the Master Settlement Agreements during the next 125 days if it determines that an insufficient number of Current Claimants have agreed to become parties to the settlement or if there is a material change in the case law regarding Section 524(g) trusts. See the section entitled “Settlement of Future Claims” for more information on the Post-Petition Trust.

Pursuant to the Master Settlement Agreements, the MCC Settlement Trust is to be funded by:

• A cash contribution from MCC in the amount of $10 million on October 21, 2004; and

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• A demand note from Crane Co. in the principal amount of $270 million with interest at the rate of 1.77 percent per annum, which will not be eligible to be drawn upon before February 23, 2005.

Settlement of Future Claims

In connection with the Master Settlement Agreements, Crane Co. and MCC reached an agreement in principle on a proposed “pre-packaged” filing of a plan of reorganization for MCC and Crane Co.’s U.S. fluid handling subsidiaries under Chapter 11 of the Bankruptcy Code (the “Plan”), which is anticipated to occur in March 2005. The agreement was reached both with representatives of the Current Claimants and with a representative of the Future Claimants. The Company has received a Letter of Support from the representative of the Future Claimants, which is being filed as Exhibit 10.3 to this Form 8-K.

The Plan will provide for the creation of a separate $230 million trust (the “Post-Petition Trust”) in addition to the MCC Settlement Trust. Under the Plan, all asbestos claims of the Current Claimants and the Future Claimants, including the unpaid portion of previously settled claims against Crane Co. and its subsidiaries, will be channeled to the Post-Petition Trust. The Plan contemplates that the Bankruptcy Court will issue an injunction under Section 524(g) of the Bankruptcy Code in connection with the confirmation of the Plan, pursuant to which Crane Co., MCC, the other filing entities and all other Crane Co. affiliates will be protected from future asbestos-related personal injury claims. The channeling injunction is an essential element of the Plan, and issuance of the channeling injunction requires that at least seventy-five percent (75%) of the votes cast by asbestos claimants entitled to vote on the Plan must have been cast in favor of the Plan.

The Plan sets forth distribution procedures for the allocation of funds to the claimants. The Plan provides that, in addition to the Post-Petition Trust claims, the unpaid portion of the claims that were settled pursuant to the Master Settlement Agreements will be entitled to distributions from the Post-Petition Trust.

Upon final Court approval of the Plan, the Post-Petition Trust will be funded as follows:

• A cash contribution from MCC in the amount of $10 million;

• $70 million in the form of Crane Co. stock or cash, at Crane Co.’s option; and

• A 20 year promissory note from Crane Co. in the principal amount of $150 million, payable in equal semi-annual installments with interest at the rate of six percent per annum.

The only operations of Crane Co. that will be included in the pre-packaged Chapter 11 filing will be those of MCC that comprise the Company’s U.S. fluid handling businesses, including Crane Valves North America (domestic only), Crane Nuclear, Inc. (which also does business as Crane Valve Services), Pacific Valves, Resistoflex-Industrial, Xomox

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Corporation (domestic only), Crane Pumps & Systems, Inc. (domestic only) and Crane Environmental, Inc. (formerly Cochrane).

The comprehensive asbestos settlement is subject to, among other things, execution of Master Settlement Agreements with additional representatives for Current Claimants, acceptance of a plan of reorganization by Current Claimants and the representative of Future Claimants and Bankruptcy Court approval, and there being no material change in case law governing Section 524(g) trusts.

Effects on Financial Reporting

In prior periods, the liability recorded for asbestos claims constituted management’s best estimate, based on the Company’s past experience, of costs for pending and reasonably anticipated future claims through 2007, including estimated amounts recoverable from insurers. As discussed above, the Company has reached an agreement in principle with attorneys representing a majority of Current Claimants and an independent representative of Future Claimants to resolve all current and future asbestos claims against the Company, subject to certain Bankruptcy Court proceedings and other contingencies. As a result the Company has adjusted the asbestos liability to reflect the full amount of the proposed settlement and certain related costs. The aggregate charge in the third quarter 2004 is based on a gross settlement cost of $510 million and additional costs of $68 million for asbestos-related settlement and defense costs and professional fees and expenses, partly offset by anticipated insurance recoveries of $153 million (using a 30% recovery assumption) and existing reserves of $103 million, resulting in a total pre-tax, non-cash asbestos charge of $322 million. After anticipated tax benefits of $109 million, the total after-tax charge for the third quarter 2004 was $213 million, or $3.60 per share.

In the event that the settlement is not consummated in accordance with the terms set forth in the Master Settlement Agreement and the attached proposed plan terms, the ultimate liability for the resolution of asbestos-related claims could be substantially revised. Such a revision could have a material impact on the Company’s financial position, results of operations and cash flows.

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 21, 2004, Crane Co. announced its results of operations for the quarter ended September 30, 2004 and an agreement in principle to resolve all current and future asbestos claims. A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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See Item 1.01 with respect to the creation of direct financial obligations in connection with Crane Co.’s comprehensive asbestos settlement.

Section 7 — Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.

Additional information regarding matters described in Item 1.01, in the form of presentation slides for use in connection with Crane Co.’s investor conference call scheduled for October 22, 2004, is being furnished as Exhibit 99.2 to this Form 8-K.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Section 8 – Other Events

Item 8.01. Other Events.

The following information is provided in order to update the discussion in the Company’s previously filed reports with respect to contingencies.

Asbestos

As of September 30, 2004, the Company was a defendant in cases filed in various state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:

	Year Ended December 31, 2003		Three Months Ended						Nine Months Ended September 30,
			March 31, 2004		June 30, 2004		September 30, 2004
									2004		2003
Beginning claims	54,038		68,606		71,881		75,428		68,606		54,038
New claims	19,115		3,769		4,022		4,281		12,072		16,083
Settlements	(3,883	)	(237	)	(252	)	(422	)	(911	)	(3,591	)
Dismissals	(664	)	(257	)	(223	)	(655	)	(1,135	)	(378	)
Ending claims	68,606		71,881		75,428		78,632		78,632		66,152

Of the 78,632 pending claims as of September 30, 2004, approximately 25,000 claims were pending in New York and approximately 33,000 claims were pending in Mississippi.

The gross settlement and defense costs (before insurance recoveries and tax effects) for the Company in the nine months ended September 30, 2004 totaled $14.3 million and $18.0 million, respectively. The Company’s total pre-tax cash payments for settlement and defense costs net of the Company’s cost sharing arrangement with insurers amounted to $18.3 million in the nine months ended September 30, 2004. Detailed below are the comparable amounts for the periods indicated.

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	Year Ended Dec 31, 2003		Three Months Ended								Nine Months Ended September 30,				Cumulative to date through Sept 30, 2004
			March 31, 2004		June 30, 2004		Sept 30, 2004		Sept 30, 2003
(In Millions)											2004		2003
Settlement costs (1)	$	11.9	$	4.1	$	4.9	$	5.3	$	4.0	$	14.3	$	7.8	$	35.9
Defense costs (1)		9.2		5.5		6.4		6.1		2.6		18.0		7.1		40.3
Total costs		21.1		9.6		11.3		11.4		6.6		32.3		14.9		76.2
Pre-tax cash payments (2)		7.9		5.8		5.8		6.7		2.3		18.3		6.2		29.9

⁽¹⁾ Before insurance recoveries and tax effects

⁽²⁾ Net of cost sharing arrangements with insurers. Amounts include advance payments to third parties that are reimbursable by insurers.

Environmental

For environmental matters, the Company records a liability for estimated remediation costs when it is probable that the Company will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability at September 30, 2004 is primarily for the former manufacturing site in Goodyear, Arizona (the “Site”) discussed below.

The Site was operated by UniDynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary of the Company in 1985 when the Company acquired UPI’s parent company UniDynamics Corporation. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. government at the Site from 1962 to 1993, under contracts with the Department of Defense and other government agencies and certain of their prime contractors. No manufacturing operations have been conducted at the Site since 1994. The Site was placed on the National Priorities List in 1983, and is now part of the Phoenix-Goodyear Airport North Superfund site. In 1990 the Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Site since 1994. A soil vapor extraction system was in operation from 1994 to 1998, was restarted in 2004, and is currently in operation. Since 1994 the on-site groundwater treatment facility and soil vapor extraction system have removed approximately 46,000 pounds of trichloroethylene (“TCE”) from the soil and groundwater at the Site.

In September 2004, after extensive negotiations regarding the scope of work to be undertaken at the Site largely due to the detection of perchlorate during routine testing, the Company reached agreement with the EPA on a work plan for further investigation and remediation activities at the Site. This agreement is expected to be incorporated into a consent decree between the Company and the EPA in the near future. The Company recorded a before-tax charge of $40 million in the third quarter 2004 for the estimated costs through 2014 of further

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environmental investigation and remediation at the Site, based on this agreement in principle with the EPA.

The investigation, monitoring and remediation activities undertaken by the Company at the Site have cost over $25 million since 1985. In November 2003, the Company and UPI brought suit under Section §113 of the Comprehensive Environmental Response, Compensation and Liability Act against the federal government and several of its agencies for contribution and indemnification for these costs. As investigation and clean-up activities at the Site are expected to continue for a number of years, the Company’s action against the government also seeks indemnification with respect to future costs. Although the Company has been in discussions with the government concerning these claims, the government to date has not agreed to commit to paying any contribution to clean-up costs at the Site. In 2003 the EPA submitted to the Company a claim for approximately $2.8 million in its past costs allegedly incurred at the Site, and the Company has requested and is reviewing the EPA’s supporting documentation of these costs. In August 2004 the EPA advised the Company that a formal demand for an additional $3.5 million in EPA past costs should be expected by the Company.

On July 8, 2004, the Environment & Natural Resources Division of the U.S. Department of Justice filed a lawsuit against the Company and UPI seeking reimbursement of the $2.8 million in alleged costs. The government’s action also seeks an injunction requiring UPI to comply with the terms of two earlier administrative orders; entry of a declaratory judgment regarding the Company’s and UPI’s liabilities; and both civil penalties and punitive damages. The Company has instructed its attorneys to continue to vigorously pursue the Company’s claim against the government, and to defend the counter-suit by the Department of Justice, with the objective of reaching a fair and reasonable allocation of liability for past and future costs in the context of a prudent and scientifically sound plan for the further investigation and clean-up of the Site. The Company does not believe that the ultimate liability for costs to be incurred in connection with the Site will have a material effect on the Company’s financial condition or cash flows; however, there can be no assurance that such costs will not have a material adverse effect on the Company’s results of operations in any given period.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

A copy of the Crane Co. Quarterly Financial Data Supplement for the Quarter ended September 30, 2004 is being furnished as Exhibit 99.3 to this Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CRANE CO.
Dated:	October 21, 2004	By:	/s/ Eric C. Fast
			Eric C. Fast
			President, Chief Executive Officer
			and Acting Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description	Page No.
10.1	Master Settlement Agreement dated as of October 21, 2004, among MCC Holdings, Inc.; specified subsidiaries of MCC Holdings, Inc.; Connecticut Valley Claims Services Company, Inc.; Worldwide Integrated Services Company, Inc.; the MCC Settlement Trust; the Claimants Representative Committee; and specified Asbestos Claimants.
10.2	MCC Settlement Trust Agreement dated as of October 21, 2004, among MCC Holdings, Inc., Mark M. Gleason in his capacity as Active Trustee, Wilmington Trust Company in its capacity as Delaware Trustee and the Claimants Representative Committee.
10.3	Letter of Support dated October 21, 2004 from David T. Austern, in his capacity as Future Claimants Representative.
99.1	Press Release dated October 21, 2004, issued by Crane Co.
99.2	Slide Presentation dated October 21, 2004, issued by Crane Co.
99.3	Crane Co. Quarterly Financial Data Supplement for the quarter ended September 30, 2004.

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EX-10.1

Exhibit 10.1

MASTER SETTLEMENT AGREEMENT

This MASTER SETTLEMENT AGREEMENT (the “Master Settlement Agreement”) is effective as of October 21, 2004 (the “Effective Date”), by and among MCC Holdings, Inc. (f/k/a Mark Controls Corporation), a Delaware corporation (“MCC”), each of the subsidiaries of MCC listed on Exhibit H attached hereto, Connecticut Valley Claims Services Company, Inc., a Delaware corporation, solely in its capacity as the claims reviewer hereunder (the “Claims Reviewer”), Worldwide Integrated Services Company, Inc., a Delaware corporation, solely in its capacity as the secondary claims reviewer hereunder (the “Secondary Claims Reviewer”), the MCC Settlement Trust, a Delaware statutory trust, the Claimants Representative Committee (as defined herein) and each Asbestos Claimant listed on Schedule 1 attached hereto by such Asbestos Claimants’ respective Law Firm Representative identified on the signature page hereto. Any capitalized but undefined term used herein shall have the meaning ascribed to such term in Article I herein.

RECITALS

WHEREAS, each Asbestos Claimant has filed or may file one or more Asbestos Claim(s) against one or more MCC Entities;

WHEREAS, each MCC Entity expressly denies any liability or responsibility in connection with the matters alleged in each and every Asbestos Claim;

WHEREAS, the MCC Entities desire to settle all of the known and unknown Asbestos Claims against them, respectively, and each Asbestos Claimant who becomes a Participating Claimant hereunder desires to settle all of his or her Asbestos Claims against the MCC Entities;

WHEREAS, this Master Settlement Agreement provides for the settlement of each and every Asbestos Claim, whether presently known or arising in the future, of each Qualified Claimant and payment of such settlements by the MCC Settlement Trust in such amounts and at such times as provided herein, in exchange for and in consideration of the agreements, covenants, and releases from Qualified Claimants as provided herein;

WHEREAS, MCC is contemporaneously entering into the MCC Settlement Trust Agreement by which the parties thereto intend to establish the MCC Settlement Trust for, among other lawful purposes not inconsistent with the MCC Settlement Trust Agreement, making settlement payments to Qualified Claimants in accordance with this Master Settlement Agreement;

WHEREAS, the Parties wish to include additional Asbestos Claimants through his or her respective Law Firm Representative who become parties to this Master Settlement Agreement in accordance with Section 3.1 herein; and

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used herein, capitalized terms have the meaning set forth below unless otherwise stated.

“Acknowledgment Date” has the meaning set forth in Section 5.2(a).

“Active Trustee” has the meaning set forth in the MCC Settlement Trust Agreement.

“Additional Claim Documentation” has the meaning set forth in Section 5.2(a).

“Adoption Agreement” shall mean those agreements adopting the terms of this Master Settlement Agreement, entered into by additional Asbestos Claimants through his or her respective Law Firm Representative, and accepted by MCC, in the form attached hereto as Exhibit J.

“Asbestos Claim” and “Asbestos Claims” means any and all Claims for personal injury or wrongful death, including third-party Claims, in any way arising out of or related to the existence, presence, removal, storage, use, disposal, generation, release, transportation or treatment of any asbestos or asbestos-related products, whether foreseeable or unforeseeable, asserted, as personal injury claims only: (i) on account of the conduct or business of any MCC Entity, or (ii) otherwise against an MCC Entity.

“Asbestos Claimant” means a Person who has an Asbestos Claim.

“Bankruptcy Code” means chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 et seq.

“Claim Package” means a submission in written or electronic form, in the form of Exhibit A attached hereto, which shall contain the following information:

(a) Evidence of an asbestos-related disease, which evidence is supported by a Qualified Diagnosis and meets the required medical criteria set forth in Exhibit B attached hereto; and

(b) Evidence of exposure to asbestos-containing products for which the Participating Claimant alleges an MCC Entity bears legal responsibility, which evidence meets the required exposure criteria set forth in Exhibit B attached hereto.

“Claimants Representative Committee” has the meaning set forth in the MCC Settlement Trust Agreement.

“Claimants Representative Committee Member(s)” has the meaning set forth in the MCC Settlement Trust Agreement.

“Claims” has the meaning assigned to such term in § 101 of the Bankruptcy Code.

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“Claims Reviewer” has the meaning set forth in the preamble hereof, or such successor entity that may be mutually selected by MCC and the Claimants Representative Committee, or failing agreement, by a court of competent jurisdiction.

“Crane” means Crane Co., a Delaware corporation.

“Effective Date” has the meaning set forth in the preamble.

“FCR” has the meaning set forth in Section 4.2(c) herein.

“Law Firm Representative” means an individual Asbestos Claimant’s legal counsel with respect to his or her Asbestos Claim, who is advising and counseling such Asbestos Claimant with respect to the Master Settlement Documentation and the transactions contemplated therein, and who executes this Master Settlement Agreement in accordance with Section 3.1 herein.

“Legal Change Event” means a material change in the case law (excluding legislation), including without limitation any decision rendered by any United States Court of Appeals, which would have the effect of impairing MCC’s ability to confirm an MCC Plan of Reorganization, as determined in MCC’s sole discretion.

“Master Settlement Agreement” has the meaning set forth in the preamble.

“Master Settlement Documentation” shall mean this Master Settlement Agreement, the MCC Settlement Trust, and all exhibits, schedules or other attachments attached hereto and thereto.

“Master Settlement Execution Date” means the date on which a Participating Claimant or, if he or she has a Law Firm Representative, the Law Firm Representative on behalf of such Participating Claimant, duly executes and delivers this Master Settlement Agreement or an Adoption Agreement, as the case may be, to the MCC Settlement Trust and MCC.

“Material” means, as determined in the Claimants Representative Committee’s business judgment, material to the rights, obligations, or benefits of, or to determining the best course of action with respect to, all Participating Claimants considered in the aggregate with respect to the Master Settlement Documentation.

“MCC Entity” and “MCC Entities” means (a) MCC and Crane and each of their respective present corporate subsidiaries listed on Exhibit K attached hereto, and (b) MCC and Crane and each of their respective past corporate subsidiaries and/or past affiliates listed on Exhibit K attached hereto, to the extent any such past corporate subsidiaries and/or affiliates have, or may be alleged to have, any liability, whether direct or indirect, on account of an Asbestos Claim.

“MCC Plan of Reorganization” means a plan of reorganization under the Bankruptcy Code which contains terms substantially similar to those outlined in the Reorganization Term Sheet.

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“MCC Settlement Trust” means the MCC Settlement Trust formed pursuant to the MCC Settlement Trust Agreement.

“MCC Settlement Trust Agreement” means that certain MCC Settlement Trust Agreement, attached hereto as Exhibit C, entered into and effective as of the date hereof by and between MCC, Mark M. Gleason, solely in his capacity as the Active Trustee thereunder, Wilmington Trust Company, solely in its capacity as the Delaware Trustee thereunder, and the Claimants Representative Committee.

“MCC Settlement Trust Assets” has the meaning set forth in the MCC Settlement Trust Agreement.

“Nonconsensual Case” means a case under the Bankruptcy Code, other than a case in which MCC seeks confirmation of an MCC Plan of Reorganization based upon MCC’s receipt, prior to the petition date, of sufficient acceptances to such plan to support entry of the injunction under § 524(g) of the Bankruptcy Code as contemplated by the Reorganization Term Sheet.

“Nonconsensual Case Filing Date” means the date upon which a Nonconsensual Case is filed.

“Participating Claimant” has the meaning set forth in Section 3.1 herein.

“Participation Deadline” means the date that is thirty (30) days after the Effective Date.

“Party” and “Parties” means each of, or collectively, MCC, the Claims Reviewer, the Secondary Claims Reviewer, the MCC Settlement Trust, the Claimants Representative Committee, the Claimants Representative Committee Member(s), and each Participating Claimant and his or her respective Law Firm Representative.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“Plan of Reorganization” means a plan of reorganization confirmed by a bankruptcy court pursuant to § 1129 of the Bankruptcy Code.

“Power of Attorney” means the form of a power of attorney attached hereto as Exhibit E.

“Qualification Notice Form” means, with respect to an individual Participating Claimant, the notice, in the form attached hereto as Exhibit F, and effective as dated, delivered by the Claims Reviewer to each of MCC, the MCC Settlement Trust and the Participating Claimant and/or his or her respective Law Firm Representative pursuant to Section 5.2(c) herein indicating, with respect to the Asbestos Claim covered by the Claim Package that the Asbestos Claim has been accepted or rejected and, if accepted, stating the applicable Settlement Amount and payment date.

“Qualified Claimant” has the meaning set forth in Section 5.1 herein.

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“Qualified Diagnosis” shall mean, as to an Asbestos Claimant, a diagnosis of a medical condition attributable to exposure to asbestos, and which satisfies the medical criteria set forth in Exhibit B attached hereto, which diagnosis was made on or before June 8, 2004.

“Release” means a duly executed, valid and enforceable release in the form attached hereto as Exhibit I.

“Remainder” means, with respect to each Qualified Claimant, an amount equal to the Settlement Amount owing to such Qualified Claimant plus any contingent benefits associated with such Qualified Claimant’s Claim less all Settlement Payments.

“Reorganization Term Sheet” means the term sheet, dated as of the Effective Date, for a proposed Chapter 11 reorganization, attached hereto as Exhibit D.

“Secondary Claims Reviewer” has the meaning set forth in the preamble hereof or such successor entity that may be mutually selected by MCC and the Claimants Representative Committee, or failing agreement, by a court of competent jurisdiction.

“Scheduled Value” means, with respect to an Asbestos Claim, the aggregate liquidated dollar value ascribed by the Claims Reviewer pursuant to Article V herein to such Asbestos Claim in accordance with the Compensable Disease Matrix set forth in Exhibit G, attached hereto.

“Settlement Amount” means, with respect to a Qualified Claimant, the amount equal to the Scheduled Value of such Qualified Claimant’s Asbestos Claim.

“Settlement Amount Confirmation Notice” has the meaning set forth in Section 6.1(a) herein.

“Settlement Payment” means, with respect to a Qualified Claimant, a payment made by the MCC Settlement Trust in accordance with Article VI herein on account of the Qualified Claimant’s Settlement Amount.

“Settlement Payments” means, with respect to a Qualified Claimant, the aggregate of all Settlement Payments made by the MCC Settlement Trust on account of that Qualified Claimant’s Settlement Amount.

“Submission Deadline” means the date that is sixty (60) days after the Effective Date.

“Submission Receipt” has the meaning set forth in Section 5.3(a).

“Trustees” has the meaning set forth in the MCC Settlement Trust Agreement.

“524(g) Trust” has the meaning set forth in Section 4.2(c) herein.

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ARTICLE II

THE MCC SETTLEMENT TRUST

2.1 Formation and Funding of the MCC Settlement Trust. MCC shall enter into this Master Settlement Agreement and the MCC Settlement Trust Agreement contemporaneously, and shall take all other reasonably necessary action to form and fund the MCC Settlement Trust as provided in the MCC Settlement Trust Agreement. Upon formation, the Trustees of the MCC Settlement Trust shall be appointed, and the MCC Settlement Trust shall operate, in accordance with the MCC Settlement Trust Agreement and this Master Settlement Agreement, to make Settlement Payments to Qualified Claimants hereunder.

2.2 Filing of a Nonconsensual Case.

(a) Obligations of the MCC Settlement Trust. Section 3.5 of the MCC Settlement Trust Agreement provides, and the Parties hereto acknowledge and agree, that upon the filing of a Nonconsensual Case, and as soon as practicable following the Nonconsensual Case Filing Date, the MCC Settlement Trust shall distribute to MCC all remaining MCC Settlement Trust Assets in excess of the sum of (i) any outstanding Settlement Payments which are, as of the Nonconsensual Filing Date or thereafter, due to Qualified Claimants pursuant to Qualification Notice Forms dated before the Nonconsensual Case Filing Date, and (ii) any fees and expenses of the MCC Settlement Trust or the Trustees thereof pursuant to the MCC Settlement Trust Agreement.

(b) Effect of Nonconsensual Case on Claims Processing. Following the commencement of a Nonconsensual Case and effective upon and as of the Nonconsensual Case Filing Date, (i) no additional Asbestos Claimants may become Participating Claimants pursuant to Section 3.1 herein, and (ii) no additional Participating Claimants may become Qualified Claimants pursuant to the provisions herein, and any Qualification Notice Forms dated on or after the Nonconsensual Filing Date shall be null and void, without notice or any other further action by the Parties, and have no force or effect under this Master Settlement Agreement and the MCC Settlement Trust Agreement.

(c) Notice of Nonconsensual Case. Following the commencement of a Nonconsensual Case, MCC shall promptly provide notice to the MCC Settlement Trust, the Claims Reviewer, the Secondary Claims Reviewer, and the Claimants Representative Committee that such Nonconsensual Case has been filed and of the Nonconsensual Case Filing Date.

ARTICLE III

AGREEMENTS OF PARTICIPATING CLAIMANTS & EACH LAW FIRM

REPRESENTATIVE

3.1 Participating Claimants and each Law Firm Representative. An Asbestos Claimant shall have no rights, benefits or obligations under this Master Settlement Agreement or the MCC Settlement Trust Agreement, and neither MCC, the MCC Settlement Trust, the Claimants Representative Committee nor the Claims Reviewer shall have any duties or

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obligations to any Asbestos Claimant unless and until such Asbestos Claimant becomes a Participating Claimant (a “Participating Claimant”) hereunder. An Asbestos Claimant shall become a Participating Claimant for purposes of this Master Settlement Agreement and the MCC Settlement Trust and shall have all of the rights, benefits and obligations described herein and therein only if the Master Settlement Execution Date with respect to such Asbestos Claimant occurs on or before the Participation Deadline. Only those Asbestos Claimants who duly become Participating Claimants shall have any rights, benefits and obligations under this Master Settlement Agreement and the MCC Settlement Trust.

3.2 Agreements and Rights of Participating Claimants.

(a) Sole and Exclusive Remedy. Each Participating Claimant fully accepts and agrees that, except to the extent permitted by this Section 3.2, and Sections 5.2(d)(3), 8.1 and 8.2 herein, the Asbestos Claim settlement procedures detailed in Articles V and VI of this Master Settlement Agreement shall be such Participating Claimant’s sole and exclusive remedy for his or her Asbestos Claim, and that any such Asbestos Claim shall be liquidated in the amounts attributed to such Asbestos Claim in accordance with Articles V and VI herein.

(b) Claim Against Bankruptcy Estate of MCC. Each Participating Claimant accepts and acknowledges that if MCC eventually files, or has filed against it, a bankruptcy case under the Bankruptcy Code (whether or not a Nonconsensual Case) that he or she shall be entitled to pursue a Claim against the bankruptcy estate of MCC; provided that if a Participating Claimant has become a Qualified Claimant hereunder prior to the petition date of such case, then such Participating Claimant agrees that he or she shall not bring (i) a Claim against the bankruptcy estate in excess of his or her applicable Remainder, or (ii) a Claim for any unreceived Settlement Amount in excess of the Remainder, in each case, against MCC or any other MCC Entity and shall instead bring such Claim solely against the MCC Settlement Trust.

(c) Authorization of Claimants Representative Committee. Each Participating Claimant fully accepts and agrees that the Claimants Representative Committee shall have the rights, powers, duties, and obligations provided in Section 4.1 herein, in respect of this Master Settlement Agreement.

(d) Individual Right to Accept or Reject. With respect to each Participating Claimant, upon and following his or her Master Settlement Execution Date, such Participating Claimant shall be bound by the terms and provisions herein; provided that, prior to the delivery of his or her Power of Attorney in accordance with Section 5.2(a) herein, each Participating Claimant shall have the right to reject this Master Settlement Agreement and terminate his or her rights and obligations hereunder by written notice to MCC, the MCC Settlement Trust, the Claimants Representative Committee and the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, effective: (i) in accordance with the notice provisions of Section 9.7, so long as the Participating Claimant or his or her respective Law Firm Representative has not accepted any payment on account of such Participating Claimant’s Settlement Amount, or (ii) in accordance

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with the notice provisions of Section 9.7 and upon repayment in full of all payments received by such Participating Claimant or his or her respective Law Firm Representative on account of such Participating Claimant’s Settlement Amount.

3.3 Agreements and Rights of each Law Firm Representative.

(a) MCC Plan of Reorganization. Each Law Firm Representative, by executing this Master Settlement Agreement or a copy thereof, consistent with his, her or its ethical duties and in light of the individual circumstances of the Participating Claimant, undertakes to recommend to each Participating Claimant the acceptance of an MCC Plan of Reorganization.

(b) Authorized Signatory. To the extent that this Master Settlement Agreement or any of the documents, schedules or exhibits hereto are executed by a Law Firm Representative on behalf of a Participating Claimant, such Law Firm Representative hereby represents and warrants that he, she or it is duly authorized pursuant to a valid power of attorney to execute and deliver such documents on such Participating Claimant’s behalf.

(c) Independent Professional Judgment. Each Law Firm Representative reserves the right to exercise his or her or its independent professional judgment in advising individual clients on their courses of action with respect to their respective Asbestos Claims, the Master Settlement Documentation, and the transactions contemplated therein, and specifically does not rely on the Claimants Representative Committee or the Claimants Representative Committee Members for any fact, information, data or recommendation in deciding whether or not to enter into this Master Settlement Agreement, such decision being the sole decision of the Law Firm Representative.

3.4 Single Master Settlement Agreement. Each Participating Claimant and his or her respective Law Firm Representative acknowledges and agrees that the Master Settlement Agreement is a single agreement with uniform terms and obligations to and from each Participating Claimant and his or her respective Law Firm Representative. Each Participating Claimant further agrees that the Master Settlement Documentation, and any amendments, modifications and waivers made to any of the Master Settlement Documentation in accordance with Section 9.9 herein, shall be valid and binding on such Participating Claimants and his or her respective Law Firm Representative. The Effective Date of this Master Settlement Agreement shall be as set forth in the preamble with respect to all Parties hereto and additional Participating Claimants and his or her respective Law Firm Representative whenever they enter into this Master Settlement Agreement or an Adoption Agreement, but for purposes of determining if an Asbestos Claimant and his or her respective Law Firm Representative became a Participating Claimant in accordance with Section 3.2 herein, the relevant date shall be the Master Settlement Execution Date with respect to such Asbestos Claimant.

3.5 Understanding and Acceptance of Settlement Risks. Each Law Firm Representative acknowledges, for and on behalf of each of his or her clients who is a Participating Claimant, the following risks relating to this Master Settlement Agreement, as well as

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any additional risks and considerations applicable to each such Participating Claimant in light of his or her individual circumstances:

(a) Risks Relating to Claimants.

(1) There can be no certainty as to whether any Participating Claimant will be determined to be a Qualified Claimant hereunder, and therefore there can be no certainty that any Participating Claimant will receive any payments on account of his or her Asbestos Claim under this Master Settlement Agreement or the MCC Settlement Trust.

(2) There can be no certainty as to the precise number of Asbestos Claimants who may become Participating Claimants, and ultimately Qualified Claimants hereunder and, accordingly, there can be no certainty as to (i) the exact amounts that will be distributed by the MCC Settlement Trust to any particular Qualified Claimant in any particular time period, or (ii) the timing of distributions by the MCC Settlement Trust to Qualified Claimants.

(3) While this Master Settlement Agreement provides for the possibility that a Qualified Claimant may qualify for payment of up to $1,000 for his or her Settlement Amount for non-malignant asbestosis and up to ninety percent (90%) of his or her Settlement Amount for each other disease category, there can be no certainty that such payment level can be met.

(4) This Master Settlement Agreement may be amended from time to time in accordance with the procedures set forth in Section 9.9 herein, which could result in (i) delays in Asbestos Claim processing and payment, and (ii) additional categories of claimants, and/or a larger pool of Asbestos Claimants eligible to become Participating Claimants and ultimately Qualified Claimants, which could result in smaller distributions and/or smaller Settlement Payments and/or delays in distributions to each Qualified Claimant hereunder.

(5) Circumstances may arise which cannot be predicted which could result in Qualified Claimants not receiving the exact same pro rata share of their Settlement Amounts, although that is not the goal of the Master Settlement Agreement or the MCC Settlement Trust Agreement.

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(b) Risks Relating to Bankruptcy.

(1) There can be no certainty that MCC will, in fact, file for protection under the Bankruptcy Code, or if it does, when such filing shall occur.

(2) There can be no certainty as to the amount of claims that will be filed against MCC in such a bankruptcy proceeding, and thus, there can be no certainty as to the amount, if any, any Qualified Claimant hereunder will ultimately recover with respect to such Qualified Claimant’s Remainder.

(3) MCC may become a debtor in a Nonconsensual Case at any time, including prior to any individual Asbestos Claimant becoming a Participating Claimant or any individual Participating Claimant becoming a Qualified Claimant hereunder. Accordingly, there can be no certainty that by entering into this Master Settlement Agreement or by complying with the Asbestos Claims processing requirements detailed in Article V herein, that any Asbestos Claimant will ultimately have a right to payment on account of his or her Asbestos Claim hereunder.

3.6 Representations of Each Law Firm Representative. Each Law Firm Representative, on behalf of its respective Participating Claimants, covenants and agrees that it will promptly cooperate with the MCC Entities and afford the MCC Entities the opportunity to review certain reasonable documentation it currently possesses with respect to whether, in the MCC Entities’ judgment, such Law Firm Representative’s respective Participating Claimants have sufficient evidence supporting their claims of exposure to asbestos-containing products manufactured by, sold by, used by, removed by, and/or placed in the stream of commerce by an MCC Entity. Each Law Firm Representative, on behalf of its respective Participating Claimants, further covenants and agrees that it shall provide the MCC Entities copies of such reasonable documentation upon written request. Each Law Firm Representative further covenants and agrees that it will maintain documentation it currently possesses regarding its respective Participating Claimants for a period of three (3) years from the effective date of the MCC Plan of Reorganization. The foregoing covenants and agreements are not, and shall not be construed to be, conditions precedent to payment of Settlement Payments to Qualified Claimants pursuant to Section 6.1 herein.

ARTICLE IV

THE CLAIMANTS REPRESENTATIVE COMMITTEE, THE CLAIMS REVIEWER

AND THE SECONDARY CLAIMS REVIEWER

4.1 Powers and Duties of the Claimants Representative Committee. The Claimants Representative Committee shall have and shall exercise the rights and powers granted in this Master Settlement Agreement and the MCC Settlement Trust Agreement and shall be charged solely with the performance of the duties declared in this Master Settlement Agreement and the MCC Settlement Trust Agreement. The Parties hereto hereby

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acknowledge and agree that the following powers, obligations, duties and rights of the Claimants Representative Committee and of the Claimants Representative Committee Members hereunder are as follows:

(a) No Fiduciary Duty to Asbestos Claimants. The Claimants Representative Committee and each of the Claimants Representative Committee Members has no fiduciary obligation to Asbestos Claimants or any Law Firm Representative and, in no event, shall have any liability to Asbestos Claimants or any Law Firm Representative with respect to or arising from performance of their duties relating to this Master Settlement Agreement, the MCC Settlement Trust, or the Master Settlement Documentation. The Claimants Representative Committee and each of the Claimants Representative Committee Members do not represent the claims or interests of individual Asbestos Claimants and/or any Law Firm Representative hereunder. The rights of individual Asbestos Claimants and/or any Law Firm Representative may conflict with one another, and, accordingly, each individual Asbestos Claimant and/or any Law Firm Representative may wish to retain his or her own independent counsel with respect to his or her Asbestos Claim and the Master Settlement Documentation.

(b) Duty to Provide Notice. The Claimants Representative Committee has a duty to notify each Law Firm Representative who is a signatory to this Master Settlement Agreement, of (i) any Material amendment or modifications of the Master Settlement Documentation, and (ii) any Material notices, requests, demands, claims and other communications delivered to the Claimants Representative Committee by another Party hereto pursuant to Section 9.7 herein. Such notice shall be provided to each such Law Firm Representative solely by (i) email, if such Law Firm Representative has provided an email address to the Claimants Representative Committee, or, if such Law Firm Representative has not provided an email address to the Claimants Representative Committee, by (ii) posting such notice on the Claimants Representative Committee’s website at www.mccprepetitiontrust.com. As long as such email is distributed and/or such notice is posted, whether or not actually received or reviewed by such Law Firm Representative: (x) an Asbestos Claimant and/or his or her respective Law Firm Representative shall be deemed in receipt of such notice twenty-four (24) hours after the Claimants Representative Committee has sent such email or two (2) business days after posting such notice to the Claimants Representative Committee’s website; (y) the Claimants Representative Committee’s duty to provide notice shall be deemed satisfied; and (z) each such Law Firm Representative and Asbestos Claimant waives all rights to dispute the substantive effect of the underlying communication on the basis of notice.

4.2 Powers and Duties of the Claims Reviewer and the Secondary Claims Reviewer. The Claims Reviewer agrees to act as the Claims Reviewer pursuant to the terms of this Master Settlement Agreement and the MCC Settlement Trust Agreement. The Secondary Claims Reviewer agrees to act as the Secondary Claims Reviewer pursuant to the terms of this Master Settlement Agreement and the MCC Settlement Trust Agreement. Each of the Claims Reviewer and the Secondary Claims Reviewer shall have and shall exercise the rights and powers granted in this Master Settlement Agreement and the MCC Settlement Trust Agreement and shall be charged solely with the performance of the duties declared for each in this Master Settlement Agreement and the MCC Settlement

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Trust Agreement. The Parties hereto, the Participating Claimants, and each Participating Claimant’s respective Law Firm Representative, hereby acknowledge and agree that the Claims Reviewer and the Secondary Claims Reviewer each has the following powers, obligations, duties and rights hereunder:

(a) No Fiduciary Duty to Asbestos Claimants. Each of the Claims Reviewer and the Secondary Claims Reviewer has no fiduciary duties or obligations to Asbestos Claimants and, in no event, shall have any liability to Asbestos Claimants with respect to or arising from performance of its duties relating to this Master Settlement Agreement, the MCC Settlement Trust, or the Master Settlement Documentation.

(b) Power and Duty to Review Asbestos Claims. Each of the Claims Reviewer and the Secondary Claims Reviewer has the power and duty to review Asbestos Claims as provided in and in accordance with the Master Settlement Documentation.

(c) Duty to Retain Records and to Provide Information. Each of the Claims Reviewer and the Secondary Claims Reviewer has the power and duty to retain any and all Claims Packages, Powers of Attorney, and Releases received, and to provide in a timely fashion any information reasonably requested by the MCC Entities for insurance purposes, including, but not limited to, the MCC Entities’ efforts to pursue insurance claims and/or to respond to reasonable information requests from insurers relating to Asbestos Claims. The Claims Reviewer shall provide such reports concerning the status and results of claims processing to the future claimants representative (the “FCR”), and following the effective date of the MCC Plan of Reorganization, the trust created pursuant to the MCC Plan of Reorganization (the “524(g) Trust”), as the FCR or the 524(g) Trust may reasonably request.

4.3 No Implied Duties. The Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall not undertake any rights, obligations, or actions hereunder except as expressly provided in the Master Settlement Documentation, and no implied duties or obligations at law, in equity or otherwise, whatsoever of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer shall be read into the Master Settlement Documentation. Except as otherwise expressly provided in the Master Settlement Documentation, none of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer shall have any duties or obligations under any law, including without limitation, laws or statutes otherwise applicable to trustees or trusts in equity or otherwise.

4.4 No Recourse Against the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer. No recourse shall ever be had, directly or indirectly, against the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer or any of their respective officers, employees, professionals, agents or representatives, whether by legal, equitable or other proceedings, by virtue of any law, statute, regulation or otherwise, or by virtue of any

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indebtedness of MCC or the MCC Settlement Trust, it being expressly understood and agreed that all liabilities of the MCC Settlement Trust shall be enforceable only against and be satisfied only out of the MCC Settlement Trust Assets or shall be evidence only of a right to payment out of the MCC Settlement Trust Assets, as the case may be.

4.5 Limitation on Liability. No provision of this Master Settlement Agreement or the MCC Settlement Trust Agreement shall be construed to impose any liability upon the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer or the Secondary Claims Reviewer or their respective officers, employees, professionals, agents or representatives, unless it shall be proven that the actions or omissions of such persons or entity constituted willful misconduct in the exercise of, or failure to exercise, any right or power under this Master Settlement Agreement or the MCC Settlement Trust Agreement.

4.6 Reliance on Certificates or Opinions. In the absence of willful misconduct on the part of the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer or the Secondary Claims Reviewer, each of the Claimants Representative Committee, each Claimant Representative Committee Member, the Claims Reviewer and the Secondary Claims Reviewer may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any certificates or opinions conforming to the requirements of the Master Settlement Documentation furnished to one of them by another Party hereto.

4.7 Discretion of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer. Except as otherwise expressly provided in the Master Settlement Documentation, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer, within the limitations and restrictions expressed and imposed in the Master Settlement Documentation, may act freely under all or any of the rights, powers and authority conferred in the Master Settlement Documentation, after forming their respective business judgments based upon the circumstances of any particular question or situation as to the course to pursue, without the necessity of obtaining the consent or permission or authorization of any other Party hereto or of any official or officer; and the rights, powers and authority conferred on the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer by the Master Settlement Documentation are conferred in contemplation of such freedom of business judgment and action within the limitations and restrictions so expressed and imposed. None of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer shall be liable for any error of judgment, unless it shall be proved that the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, acted in a manner which constituted willful misconduct.

4.8 Genuineness of Documents. The Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims

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Reviewer and their respective officers, employees, professionals, agents and representatives may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, objection, order, judgment, decree, or other paper or document reasonably believed by them to be genuine and to have been signed, made, entered or presented by the proper party, parties, official, officials, entity or entities.

4.9 Indemnification of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer; Payment of Expenses.

(a) The MCC Settlement Trust shall indemnify and hold harmless to the full extent of the MCC Settlement Trust Assets any individual or entity who or which is, in his or its business judgment, required to prosecute or defend any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, whether in a bankruptcy case, proceeding or otherwise, through participation in such bankruptcy case, proceeding or otherwise (including attendance, or having counsel attend, participate in, or monitor any hearing, discovery or other process) or by reason of the fact that such individual or entity is or was the Claimants Representative Committee, a Claimants Representative Committee Member, the Claims Reviewer or the Secondary Claims Reviewer or an officer, employee, professional, agent or representative of the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer or the Secondary Claims Reviewer, including, without limitation, any challenge to the structure of the MCC Settlement Trust or any payments made or to be made thereunder, from and against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such entity in connection with such action, suit or proceeding, including appeals thereof, if such individual or entity acts without willful misconduct in the exercise and performance of any power or duties of such entity, or the failure to so exercise, in accordance with the Master Settlement Documentation.

(b) Expenses (including attorneys’ fees) incurred in defending or prosecuting any action, suit or proceeding referred to in subsection (a) above may be paid by the MCC Settlement Trust in advance of the final disposition of such action, suit or proceeding, upon an undertaking by the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer or Secondary Claims Reviewer, or an officer, employee, professional, agent or representative of the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer or Secondary Claims Reviewer to repay such amount if it shall ultimately be determined that such entity is not entitled to be indemnified.

4.10 Release of the Claimants Representative Committee and the Claimants Representative Committee Members. Each of the MCC Entities and the MCC Settlement Trust hereby release the Claimants Representative Committee and each Claimants Representative Committee Member from any and all activities in connection with negotiation, execution and delivery, but not enforcement, of this Master Settlement Agreement and the MCC Settlement Trust Agreement.

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4.11 Release of the MCC Entities and the MCC Settlement Trust. The Claimants Representative Committee and each Claimants Representative Committee Member hereby release the MCC Entities and the MCC Settlement Trust from any and all activities in connection with the negotiation, execution and delivery, but not enforcement, of this Master Settlement Agreement and the MCC Settlement Trust Agreement.

ARTICLE V

CLAIMS SETTLEMENT PROCEDURES

5.1 Qualified Claimants. Only those Participating Claimants who have met all of the criteria detailed in this Section 5.1 for treatment as Qualified Claimants before the Submission Deadline (each such eligible Participating Claimant a “Qualified Claimant”) shall be entitled to receive payments on account of Asbestos Claims from the MCC Settlement Trust pursuant to the Master Settlement Documentation. The criteria for becoming a Qualified Claimant are as follows:

(a) The Participating Claimant must have delivered to the Claims Reviewer, on or before the Submission Deadline: (i) a Claim Package which shall include evidence that as to such claimant there is a Qualified Diagnosis, and, (ii) if applicable, copies of the following documents duly executed by such Participating Claimant: (x) Power of Attorney, and (y) a Release. MCC, with the consent of the Claimants Representative Committee, may extend the Submission Deadline with respect to an individual Participating Claimant.

(b) The Claims Reviewer must determine, pursuant to and in accordance with the procedures set forth in Section 5.2 below, that the Participating Claimant’s Claim Package establishes an acceptable Asbestos Claim.

5.2 Review of Claim Documentation. The Claims Reviewer shall comply with the following procedures when considering whether a Participating Claimant’s Claim Package establishes an acceptable Asbestos Claim hereunder:

(a) Notification of Receipt of Claim Package. The Claims Reviewer shall, within seven (7) business days of its receipt of a Participating Claimant’s Claim Package, send the Participating Claimant or his or her respective Law Firm Representative, as specified in the notice section of the Claim Package, a receipt (such receipt, a “Submission Receipt”). The Submission Receipt shall be dated when sent (such date, the “Acknowledgment Date”), and shall notify the Participating Claimant (i) that the Claims Reviewer has received his or her Claim Package, (ii) whether or not his or her Claim Package was submitted timely with respect to the Submission Deadline, and (iii) either that (x) the Claim Package is complete, or (y) the Claim Package is missing required documentation, which documentation shall be specifically identified (the “Additional Claim Documentation”).

(b) Incomplete Claim Package. If the Submission Receipt with respect to an individual Participating Claimant indicates that the Claim Package requires Additional

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Claim Documentation, the Participating Claimant shall have five (5) business days from receipt of the Submission Receipt to submit the Additional Claim Documentation to the Claims Reviewer.

(1) If the Participating Claimant timely submits all of the Additional Claim Documentation, the Claims Reviewer shall, within seven (7) business days of its receipt of the Additional Claim Documentation, send the Participating Claimant or his or her respective Law Firm Representative, as specified in the notice section of the Claim Package, a new Submission Receipt. For purposes of determining such Participating Claimant’s Acknowledgment Date, the date of the new Submission Receipt shall be determinative.

(2) If the Participating Claimant fails to timely submit all of the Additional Claim Documentation, such Participating Claimant’s Asbestos Claim shall be considered rejected and the provisions of Section 5.2(d) shall apply. The Claims Reviewer and the Participating Claimant’s rights and obligations with respect to such rejected Asbestos Claim shall be determined in accordance with Section 5.2(d) below.

(c) Claim Acceptance or Rejection. Within forty-five (45) days of the Acknowledgment Date, the Claims Reviewer shall notify the Law Firm Representative for the Participating Claimant and the Active Trustee in writing by delivery of a Qualification Notice Form to the Participating Claimant’s Law Firm Representative whether the Asbestos Claim is accepted or rejected. If a Participating Claimant’s Asbestos Claim is rejected, the Claims Reviewer shall state the basis for the rejection in writing on the schedule attached to the Qualification Notice Form. The Qualification Notice Form shall be given by fax if reasonably possible. Unless Section 5.2(b)(2) applies, if the Claims Reviewer fails to reject an Asbestos Claim in writing within forty-five (45) days of the Acknowledgment Date, the Asbestos Claim shall be considered accepted.

(d) Alternatives in the Event of Claim Rejection. Within five (5) business days of receipt of the Qualification Notice Form rejecting the Asbestos Claim, the Participating Claimant or his or her respective Law Firm Representative shall either:

(1) Cure such defect to the satisfaction of the Claims Reviewer within five (5) business days from the date of receipt of such notice, in which case the Claims Reviewer shall, within seven (7) business days of its receipt of such information curing the defect, send the Participating Claimant or his or her respective Law Firm Representative, as specified in the notice section of the Claim Package, a new Qualification Notice Form;

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(2) Notify the Claims Reviewer that the Participating Claimant is appealing the Claims Reviewer’s determination to reject the Asbestos Claim pursuant to this Section 5.2 to the Secondary Claims Reviewer in accordance with the provisions of Section 5.3 herein; or

(3) Notify the Claims Reviewer that the Participating Claimant is withdrawing his or her Asbestos Claim from consideration for any distribution from the MCC Settlement Trust. Upon such withdrawal, the Release provided by the Participating Claimant pursuant to Section 5.1 herein shall be destroyed and automatically deemed null and void.

5.3 Review by the Secondary Claims Reviewer.

(a) The Claims Reviewer’s rejection of a Participating Claimant’s Asbestos Claim pursuant to Section 5.2(b)(2) or Section 5.2(c) shall be considered final and dispositive for purposes of the Master Settlement Documentation unless such Participating Claimant, in accordance with Section 5.2(d)(2) above, complies with both of the following requirements:

(1) Within five (5) business days of receipt of the Qualification Notice Form rejecting the Asbestos Claim, notifying the Claims Reviewer of such request for review in accordance with Section 5.2(d)(2) herein; and

(2) Within five (5) business days of receipt of the Qualification Notice Form rejecting the Asbestos Claim, submitting to the Secondary Claims Reviewer for review: (i) a copy of the identical Claim Package submitted pursuant to Section 5.1 herein and (ii) a copy of the Claims Reviewer’s notice of rejection.

(b) The Secondary Claims Reviewer’s review shall be based solely on the same documentation and information provided to the Claims Reviewer under Section 5.1 herein.

(c) The Secondary Claims Reviewer’s review shall be on a de novo basis and shall apply the same standard and follow the same procedure as the Claims Reviewer except that the Acknowledgment Date shall be deemed to be the date that the Secondary Claims Reviewer sends a Submission Receipt to the Participating Claimant or his or her respective Law Firm Representative, as specified in the notice section of the Claim Package.

(d) If the Secondary Claims Reviewer rejects the Asbestos Claim, such Participating Claimant shall have no further right to appeal or have such determination reviewed under this Master Settlement Agreement.

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(e) If the Secondary Claims Reviewer accepts such Asbestos Claim, the Secondary Claims Reviewer shall take all action under Section 5.2 herein as applicable as if the Secondary Claims Reviewer were the Claims Reviewer.

5.4 Delivery of Releases. The Claims Reviewer will hold each Release, and deliver such Release (i) to MCC, if the Participating Claimant becomes a Qualified Claimant, upon payment in full of the Settlement Amount, or (ii) to the Participating Claimant, if the Claim Package is not ultimately accepted by the Claims Reviewer after the expiration of any cure or appeal periods in Sections 5.2 and 5.3 herein.

ARTICLE VI

PAYMENT OF SETTLEMENTS

6.1 Payment from Settlement Trust on Account of Settlement Amounts. The MCC Settlement Trust shall make Settlement Payments solely to the extent it has MCC Settlement Trust Assets available to make such payments and in all cases subject to the provisions of the MCC Settlement Trust Agreement, as follows:

(a) The Claims Reviewer, or the Secondary Claims Reviewer, as the case may be, shall on the date of each Qualification Notice Form evidencing acceptance of an Asbestos Claim send a notice (each, a “Settlement Amount Confirmation Notice”) to each Qualified Claimant, or his or her Law Firm Representative, stating the applicable Settlement Amount for the applicable disease category as set forth on the Qualification Notice Form (which shall be based on the Compensable Disease Matrix attached as Exhibit G hereto) and requesting confirmation of such Settlement Amount. Within five (5) business days following the date of each Settlement Amount Confirmation Notice (whether or not confirmation thereof is received from such Qualified Claimant, or his or her Law Firm Representative), or such earlier date that confirmation thereof is received from such Qualified Claimant or his or her Law Firm Representative, the Claims Reviewer, or the Secondary Claims Reviewer, as the case may be, shall deliver the Qualification Notice Form to the Active Trustee.

(b) Settlement Payments shall be made to each Qualified Claimant, or his or her Law Firm Representative, by the Claims Reviewer, or the Secondary Claims Reviewer, as the case may be, within five (5) business days following the delivery of each Qualification Notice Form to the Active Trustee based on the Settlement Amount of up to $1,000 of such Qualified Claimant’s Settlement Amount for non-malignant asbestosis and up to ninety percent (90%) of such Qualified Claimant’s Settlement Amount for each other disease category, subject, however, to the limitations set forth in subsections (c), (d) and (e) below;

(c) Upon receipt of a Qualification Notice Form, the Active Trustee shall determine, with the consent of the Claimants Representative Committee, consistent with his or her duties and obligations under the MCC Settlement Trust Agreement, the applicable percentage of the Settlement Amount set forth in such Qualification Notice Form to be paid to each Qualified Claimant and shall, within three (3) business days from the date of such Qualification Notice Form, wire transfer such amount to the Claims

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Reviewer, or the Secondary Claims Reviewer, as the case may be, for distribution to each Qualified Claimant as provided in Section 6.1(a) herein provided that, in making such determination, the Active Trustee shall use commercially reasonable efforts to (i) estimate, from time to time, the value of the Asbestos Claims determined currently that are covered by the Master Settlement Agreement and the value of Asbestos Claims to be determined in the future that are covered by the Master Settlement Agreement, (ii) set aside appropriate reserves for such potential future values and Asbestos Claims, and (iii) make payments to Qualified Claimants such that over time, all Qualified Claimants receive as equally as possible the same pro rata portion of their Settlement Amounts;

(d) In determining the amount of the Settlement Payment to be made pursuant to this Section 6.1, the parties shall use 100% of the value for each disease category (based on the Compensable Disease Matrix attached as Exhibit G hereto) multiplied by the applicable percentage determined as provided in Section 6.1(c) above; provided, that, in no event shall the aggregate payment on account of the Settlement Amount made pursuant to this Section 6.1 exceed (i) 90% of the Settlement Amount of Asbestos Claims to Qualified Claimants for mesothelioma, lung cancer, other cancer and severe asbestosis; and (ii) $1,000 for Asbestos Claims to Qualified Claimants for non-malignant asbestosis. For purposes of illustration, if the applicable percentage determined as provided in Section 6.1(c) above is fifty percent (50%), then the Settlement Payment for mesothelioma is $32,500 (50% X $65,000 = $32,500); and

(e) In no event shall the MCC Settlement Trust make any payments on account of Asbestos Claims prior to the date that falls one hundred twenty-five (125) days after the Effective Date.

6.2 Obligations of MCC for Payment of Settlement Amount.

(a) MCC shall be liable for payment of the Settlement Amount owing to each Participating Claimant who becomes a Qualified Claimant hereunder, except that MCC’s liability shall be reduced by any amounts paid on account of MCC’s or the other MCC Entities’ liability with respect to such Settlement Amount by the MCC Settlement Trust or any other third-party.

(b) Each Qualified Claimant agrees that, although MCC is liable for payment of the Settlement Amount, she or he shall not seek to recover from MCC or any other MCC Entity any amount of the Settlement Amount, or otherwise make any Claim against MCC or any other MCC Entity, or seek to recover against MCC or any other MCC Entity, on account of each such Qualified Claimant’s Asbestos Claim, except that nothing herein shall preclude such Qualified Claimant from filing a proof of claim in a MCC bankruptcy case in the amount of the Remainder as provided in Section 3.2(b) herein.

(c) Each Qualified Claimant understands that in no event and under no circumstances shall any Settlement Amount, determined to be due and owing to a Qualified Claimant by the MCC Settlement Trust or by MCC and/or any other MCC Entity, bear interest.

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(d) Except as otherwise expressly provided in the MCC Settlement Trust Agreement, nothing herein shall be deemed an undertaking by MCC or any MCC Entity, or impose upon MCC or any MCC Entity, to fund the MCC Settlement Trust in an amount in excess of $280 million.

ARTICLE VII

OTHER AGREEMENTS AND COVENANTS

7.1 No Admission. The Parties agree that the Settlement Amounts being offered as a compromise of the claims and allegations of MCC and/or the other MCC Entities on the one hand, and the Asbestos Claimants on the other hand, shall not be construed as an admission of liability by MCC and/or any other MCC Entity, or an admission of any facts or allegations related to the subject matter of this Master Settlement Agreement on the part of any Party hereto.

7.2 Independent Advice. Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into the settlement provided for herein and with respect to the advisability of executing this Master Settlement Agreement.

7.3 Non-reliance by Parties on Representations Made by Each Other. No Party has made any statement or representation regarding any fact relied upon by any other Party in entering into this Master Settlement Agreement, and each Party acknowledges, represents and warrants that it has not relied upon any statement, representation or promise of any other Party, its employees, agents, contractors, or attorneys not expressly set forth herein, in executing this Master Settlement Agreement or agreeing to the terms stated herein.

7.4 Transaction Costs. Whether or not the transactions contemplated hereby are consummated, all fees, costs and expenses incurred in connection with this Master Settlement Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees, costs or expenses, except as otherwise agreed by the Parties.

7.5 No Assignment, Transfer, or Grant of Rights. Except as expressly stated herein, or except as may have been accomplished pursuant to a contract or agreement between an Asbestos Claimant and his or her legal counsel, each Asbestos Claimant represents and warrants, to the best of his or her actual knowledge, that she or he has not heretofore assigned, transferred, or granted, or purported to assign, transfer or grant, any of the rights, claims, demands, and/or causes of action assigned or released by this Master Settlement Agreement.

7.6 Further Assurances. Each Party, and any successors, shall do all acts necessary in order to effectuate the terms of this Master Settlement Agreement and cooperate with each other to accomplish the terms hereof.

7.7 Warranty of Authority. Each Party represents and warrants that the Person executing this Master Settlement Agreement on its behalf has the authority to do so.

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ARTICLE VIII

TERMINATION

8.1 Termination With Respect to Individual Participating Claimant.

(a) Termination Events. This Master Settlement Agreement shall terminate with respect to a Participating Claimant only if: (i) the Participating Claimant withdraws his or her Asbestos Claim from consideration for any distribution from the MCC Settlement Trust pursuant to Section 5.2(d)(3) herein, on the date that the Claims Reviewer receives notice of the withdrawal, or (ii) the Secondary Claims Reviewer rejects a Participating Claimant’s Asbestos Claim pursuant to Section 5.4 herein, on the date that the Participating Claimant receives notice of such rejection.

(b) Effect of Termination. Upon termination of this Master Settlement Agreement pursuant to this Section 8.1(a) herein, (i) this Master Settlement Agreement shall become null and void and of no legal effect as between MCC, the Claims Reviewer, (if applicable, the Secondary Claims Reviewer) the MCC Settlement Trust and the individual Participating Claimant, and with no liability on the part of any Party hereto; and (ii) the Claims Reviewer, (if applicable, the Secondary Claims Reviewer) or the MCC Settlement Trust shall destroy the Release provided by the Participating Claimant hereunder, and such Release shall be automatically deemed null and void and of no legal effect.

8.2 Termination by MCC With Respect to All Participating Claimants.

(a) Termination Events. This Master Settlement Agreement shall terminate with respect to all Participating Claimants only if: (i) at any time on or before the date that falls one hundred twenty-five (125) days after the Effective Date, MCC determines in its sole discretion that MCC will not fund, or will cease to continue funding, the MCC Settlement Trust pursuant to the MCC Settlement Trust Agreement because an insufficient number of Asbestos Claimants have submitted Claim Packages pursuant to Section 5.2(a) herein, on the date that MCC makes such determination or (ii) MCC determines that a Legal Change Event has occurred, on the date that MCC makes such determination.

(b) Effect of Termination. Upon termination of this Master Settlement Agreement pursuant to Section 8.2(a), (i) this Master Settlement Agreement and each Adoption Agreement shall become null and void and of no legal effect with no liability on the part of any Party hereto; and (ii) MCC’s obligation to make further payments to the MCC Settlement Trust pursuant to the MCC Settlement Trust Agreement shall terminate; (iii) the Claims Reviewer, (if applicable, the Secondary Claims Reviewer) or the MCC Settlement Trust shall destroy the Release provided by the Participating Claimant hereunder, and such Release shall automatically be deemed null and void and of no legal effect; and (iv) the statute of limitations will be tolled from the Effective Date until sixty (60) days after the date that MCC gives written notice to each Participating Claimant, through his or her respective Law Firm Representative, that MCC has elected to exercise its termination right pursuant to Section 8.2 herein.

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ARTICLE IX

MISCELLANEOUS

9.1 No Third-Party Beneficiaries. This Master Settlement Agreement shall not confer any rights or remedies upon any Person other than the Parties (including Participating Claimants and each Participating Claimant’s respective Law Firm Representative) and their respective successors and permitted assigns as expressly set forth in this Master Settlement Agreement.

9.2 Entire Agreement. This Master Settlement Documentation constitutes the entire agreement between the Parties and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

9.3 Succession and Assignment. This Master Settlement Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign either this Master Settlement Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of MCC and the Claimants Representative Committee.

9.4 Counterparts. This Master Settlement Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9.5 Headings. The section headings contained in this Master Settlement Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Master Settlement Agreement.

9.6 Amounts Paid and Calculated in United States Dollars. Any amounts which are contemplated to be calculated or paid hereunder shall be calculated and paid in United States dollars.

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9.7 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Except as otherwise provided herein, any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) one business day after being sent to the recipient by facsimile transmission or electronic mail, or (iv) four business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below; provided, that, notice to the Claimants Representative Committee shall be deemed notice to any and all of the Participating Claimants by the other Parties hereto, and the Claimants Representative Committee shall provide notice to the Participating Claimants in accordance with Section 4.1(c) herein:

If to MCC: MCC Holdings, Inc. 100 First Stamford Place Stamford, Connecticut 06902 Facsimile No.: (203) 363-7350 Attention: Secretary	With a copy, which shall not constitute notice, to: Gibson, Dunn & Crutcher LLP 200 Park Avenue, 47th Floor New York, New York 10166 Facsimile No.: (212) 351-5291 Attention: Richard M. Cieri
If to the Claims Reviewer:
Connecticut Valley Claims Services Company, Inc. 175 Capital Boulevard P.O. Box 4950 Rocky Hill, Connecticut 06067 Facsimile No.: (860) 529-4973 Attention: John Dickhoff
If to Secondary Claims Reviewer:
Worldwide Integrated Services Company, Inc. 1330 Post Oak Boulevard Houston, Texas 77056 Facsimile No.: (832) 476-5700 Attention: William Jackson
If to the Claimants Representative Committee:	With a copy, which shall not constitute notice, to:
Weitz & Luxenberg, P.C. 180 Maiden Lane New York, New York 10038 Facsimile No.: (212) 344-5461 Attention: Perry Weitz	Stutzman, Bromberg, Esserman & Plifka 2323 Bryan Street, Suite 2200 Dallas, Texas 75201 Facsimile No.: (214) 969-4999 Attention: Sander L. Esserman
AND
Cooney & Conway 120 N LaSalle St., # 3000 Chicago, Illinois 60602 Facsimile No.: (312) 236-6166 Attention: John D. Cooney

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If to the MCC Settlement Trust:	With a copy, which shall not constitute notice, to:
Mark M. Gleason Gleason & Associates, P.C. 313 Sixth Avenue, Third Floor Pittsburgh, Pennsylvania 15222 Facsimile No.: (412) 391-1192	Campbell & Levine, LLC 1700 Grant Building Pittsburgh, Pennsylvania 15219 Facsimile No.: (412) 261-5066 Attention: Philip E. Milch

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. Counsel to any Party may give notices, requests, demands, claims and other communications hereunder on behalf of such Party.

9.8 Governing Law. This Master Settlement Agreement shall be governed by and construed in accordance with the domestic 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.

9.9 Amendments and Waivers. No amendment of any provision of this Master Settlement Agreement shall be valid unless the same shall be in writing and signed by MCC, the Claimants Representative Committee and the MCC Settlement Trust; provided, that, the Claimants Representative Committee shall give prompt notice of any Material amendment or modification to this Master Settlement Agreement in accordance with Sections 4.1(c) and 9.7 herein. No waiver by any Party of any provision of this Master Settlement Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party or Parties making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of warranty or covenant.

9.10 Severability. Any term or provision of this Master Settlement Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction the remaining terms and provisions hereof, unless the prohibition or unenforceability of such provisions will materially change the purpose or effect of this Master Settlement Agreement.

9.11 Expenses. Except as otherwise expressly provided herein or as otherwise agreed by the Parties, each of the Parties will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Master Settlement Agreement and the transactions contemplated hereby.

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9.12 Construction. Except where the context otherwise requires, words importing the masculine gender shall include the feminine and the neutral, if appropriate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include partnerships, associations and corporations.

9.13 Incorporation. The MCC Settlement Trust Agreement and the Exhibits and Schedules attached hereto and identified in this Master Settlement Agreement are incorporated herein by reference and made a part hereof.

9.14 Governing Language. This Master Settlement Agreement has been negotiated and executed by the Parties in English. In the event any translation of this Master Settlement Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.

* * * * *

(remainder of page intentionally blank)

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IN WITNESS WHEREOF, the Parties hereto have caused this Master Settlement Agreement to be duly executed on each of the dates set forth below by their authorized representatives as indicated below, but effective for all purposes as of the Effective Date.

MCC SETTLEMENT TRUST		MCC HOLDINGS, INC.
By:	Mark M. Gleason, as Active Trustee
/s/ Mark M. Gleason		/s/ Augustus I. duPont
Mark M. Gleason		By:	Augustus I. duPont
		Title:	Vice President
Date:	10-21-04	Date:	10-21-04
CLAIMANTS REPRESENTATIVE COMMITTEE		LAW FIRM REPRESENTATIVE
		Firm:
MOTLEY RICE LLC		as Law Firm Representative for the Asbestos Claimants listed on Schedule 1 attached hereto
/s/ Joseph Rice
By:	Joseph Rice
Title:	Managing Member	By:
Date:	10-21-04	Title:
		Date:

BARON & BUDD, P.C.
/s/ Russell W. Budd
By:	Russell W. Budd
Title:	President
Date:	10-21-04
PROVOST & UMPHREY LAW FIRM, L.L.P.
/s/ Bryan O. Blevins Jr.
By:	Bryan O. Blevins Jr.
Title:	Partner
Date:	10-21-04
KAZAN, MCCLAIN, ABRAMS, FERNANDEZ, LYONS & FARRISE, A PROFESSIONAL LAW CORPORATION
/s/ Steven Kazan
By:	Steven Kazan
Title:	Managing Partner
Date:	10-21-04

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COONEY & CONWAY
/s/ John Cooney
By:	John Cooney
Title:	Partner
Date:	10-21-04
WEITZ & LUXENBERG, P.C.
/s/ Perry Weitz
By:	Perry Weitz
Title:
Date:	10-21-04
WATERS & KRAUS, LLP
/s/ Peter Kraus
By:	Peter Kraus
Title:	Managing Partner
Date:	10-21-04
SILBER PEARLMAN LLP
/s/ Steven T. Baron
By:	Steven T. Baron
Title:	Partner
Date:	10-21-04
BERGMAN & FROCKT
/s/ Matthew Bergman
By:	Matthew Bergman
Title:	President
Date:	10-21-04

CONNECTICUT VALLEY CLAIMS SERVICES COMPANY, INC.		WORLDWIDE INTEGRATED SERVICES COMPANY, INC.
/s/ John Dickhoff		/s/ P. David McKnight
By:	John Dickhoff	By:	P. David McKnight
Title:	President	Title:	Vice President
Date:	10-21-04	Date:	10-21-04

2

SCHEDULES AND EXHIBITS

Schedule 1	-	Asbestos Claimants and Disease Category
Exhibit A	-	Participating Claimant Claim Form
Exhibit B	-	Medical and Exposure Criteria
Exhibit C	-	MCC Settlement Trust Agreement
Exhibit D	-	Reorganization Term Sheet
Exhibit E	-	Form of Power of Attorney
Exhibit F	-	Qualification Notice Form
Exhibit G	-	Compensable Disease Matrix
Exhibit H	-	Subsidiaries of MCC
Exhibit I	-	Form of Release
Exhibit J	-	Form of Adoption Agreement
Exhibit K	-	MCC and Crane Corporate Subsidiaries and Affiliates

SCHEDULE 1

ASBESTOS CLAIMANTS AND DISEASE CATEGORY

[To be completed by each Law Firm Representative]

Asbestos Claimant Disease Category

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EXHIBIT A

PARTICIPATING CLAIMANT CLAIM FORM

*** PLEASE READ CAREFULLY. PLEASE COMPLETE THIS CLAIM FORM AND ATTACH ALL NECESSARY DOCUMENTATION IN ORDER TO HAVE YOUR CLAIM FULLY REVIEWED AND CONSIDERED FOR QUALIFICATION UNDER THE MASTER SETTLEMENT AGREEMENT AND THE MCC SETTLEMENT TRUST AGREEMENT.

Participating Claimant Claim Form

I,                                          (the “Claimant”), understand that the information provided in this Claim Form is provided to Connecticut Valley Claims Services Company or Worldwide Integrated Services Company, Inc., as the case may be (the “Claims Reviewer”), its agents and representatives to induce payment in settlement of my claim for damages against it and its predecessors, successors, divisions, subsidiaries, officers, agents and employees. The Claims Reviewer and its agents and representatives can fully rely on the accuracy of the representations made herein.

1. Claimant Information

Claimant Name:

Claimant Law Firm

Representative:

Claimant Law Firm

Representative Address

& Email:

Social Security No.:

Spouse’s Name:

Date of Birth:

Date of Death

(if applicable):

Decedent Estate - Legal Representative:

A-1

2. Claim Information

Has an asbestos-related lawsuit been filed on behalf of the injured person (i.e. the Claimant)?	Yes	No
If yes, court and jurisdiction of pending lawsuit:
Has              been named as a defendant in such lawsuit?	Yes	No
Case Docket/ Number (as assigned by Court):
Date lawsuit was filed:

*** Please attach a copy of the Face Sheet of Complaint

3. Medical Information

Disease(s) Claimed:

Date of Diagnosis:

*** Claimant MUST attach a copy of claimant’s medical report to substantiate claim.

A-2

4. Asbestos Exposure/Principal Job Site Information*

Dates of Each
Exposure Specific Address and
Worksite for Each Exposure Claimant’s Employer &
Employer’s Address at
the Time of Each
Exposure Claimant’s
Occupation/Trade and Job at
the Time of Each Exposure &
Specific Exposure Occupationally Exposed
Person (indicate self or
family member, such
as spouse, parent,
child, etc.)

* Attach additional paper if needed to completely fill out Section 4.

5. Claimants’ Representation

During the course of my career (or the career of the decedent), as referenced above, I (or the decedent ) worked with or around pumps, and/or valves, and/or boilers. In connection with this work I (or the decedent) was exposed to asbestos containing products including gaskets and/or packing, as well as asbestos containing thermal insulation products used to insulate these pieces of equipment.

Signature of Claimant or Legal Representative:                                 

(Print name):                                 

Date:                                 

A-3

EXHIBIT B

MEDICAL AND EXPOSURE CRITERIA

A. Medical Criteria

1. General Provisions.

For purposes of this Exhibit, the following terms shall have the meanings set forth below. Terms used in singular shall be deemed to include the plural, and vice versa.

a. “Board-certified Pathologist” shall mean a physician currently licensed to practice medicine in the District of Columbia or in one or more U.S. states or territories and who holds primary certification in anatomic pathology, or combined anatomic and clinical pathology, from the American Board of Pathology, and whose professional practice includes the field of pathology and involves regular evaluation of pathological materials obtained from surgical and post-mortem specimens.

b. “Board-certified Internist” shall mean a physician currently licensed to practice medicine in the District of Columbia or in one or more U.S. states or territories and who is currently certified by the American Board of Internal Medicine in internal medicine.

c. “Board-certified Pulmonary Specialist” shall mean a physician currently licensed to practice medicine in the District of Columbia or in one or more U.S. states or territories and who is currently certified by the American Board of Internal Medicine in the sub-specialty of pulmonary disease.

d. “Certified B-reader” shall mean an individual who has successfully completed the x-ray interpretation course sponsored by the National Institute of Occupational Safety and Health (NIOSH) and passed the NIOSH examination for certification as a B-reader and whose NIOSH certification is up to date at the time of his or her interpretation of the x-rays.

e. “Chest X-rays” shall mean chest radiographs taken in at least one view (Posterior-Anterior and Lateral) and graded quality 1, 2 or 3 for reading according to the criteria established by the ILO. The Claims Reviewer shall have the right to examine all Chest X-rays for which reports, including B-reader reports, are submitted to it.

f. “FEV” shall mean forced expiratory volume, with subscript indicating time interval in seconds.

g. “FVC” shall mean forced vital capacity measured with the subject exhaling as rapidly as possible; data relating volume, expiratory flow, and time form the basis for other pulmonary function tests, e.g., flow-volume curve, forced expiratory volume, forced expiratory time, forced expiratory flow.

h. “ILO Grade” shall mean the radiology ratings for the presence of pleural or parenchymal lung changes by chest x-ray as established from time to time by the International

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Labour Office (ILO) and as set forth in “Guidelines for the Use of ILO International Classification of Radiographs of Pneumoconioses” (1980).

i. “TLC” shall mean total lung capacity measured as the volume of air contained in the lungs at the end of a maximal inspiration. It is the equivalent to each of the following sums: vital capacity plus residual volume; inspiratory capacity plus functional residual capacity; tidal volume plus inspiratory reserve volume plus functional residual capacity; tidal volume plus inpiratory reserve volume plus expiratory reserve volume plus residual volume.

2. Disease Definitions.

a. Mesothelioma. In order for an Asbestos Claimant to qualify for compensation under the Master Settlement Agreement as a Mesothelioma Asbestos Claim, the Asbestos Claimant must submit a report by a Board-certified Pathologist that the Asbestos Claimant has a diagnosis of a malignant mesothelioma. In addition, the documentation submitted must establish a 10-year latency period between the date of the first exposure of the Asbestos Claimant to asbestos and the date of diagnosis of mesothelioma.

A Death Certificate alone cannot serve as medical documentation supporting an Asbestos Claim for mesothelioma.

b. Lung Cancer. In order for an Asbestos Claimant to qualify for compensation under the Master Settlement Agreement as a Lung Cancer Asbestos Claim, the Asbestos Claimant must submit a report by a Board-certified Pathologist, internist, or pulmonologist, establishing that the Asbestos Claimant has a primary carcinoma of the lung and (i) a statement from a Board-certified pathologist, internist, pulmonologist, or physician otherwise qualified in the field of occupational medicine stating that asbestos exposure was at least a contributing cause of the disease or (ii) a chest x-ray reading of I/O or higher or the ILO scale. In addition, the documentation submitted must establish a 10-year latency period between the date of the first exposure of the Asbestos Claimant to asbestos and the date of diagnosis of carcinoma of the lung.

A Death Certificate alone cannot serve as medical documentation supporting an Asbestos Claim for lung cancer.

c. Other Cancer. In order for an Asbestos Claimant to qualify for compensation under the Master Settlement Agreement as an Other Cancer Asbestos Claim, the Asbestos Claimant must submit a report by a Board-certified Pathologist or internist establishing that the Asbestos Claimant has a primary colorectal, esophageal, laryngeal, pharyngeal, or gastric (including stomach) carcinoma AND a statement by a Board-certified pathologist, internist, pulmonologist, or physician otherwise qualified in the field of occupational medicine stating that asbestos exposure was at least a contributing cause of the disease. In addition, the documentation submitted must establish a 10-year latency period between the date of the first exposure of the Asbestos Claimant to asbestos and the date of diagnosis of the carcinoma.

No other asbestos-related cancer other than those specifically identified above shall be compensable as an Other Cancer under this Agreement.

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A Death Certificate alone cannot serve as medical documentation supporting an Asbestos Claim for other cancers.

d. Severe Asbestosis. In order for an Asbestos Claimant to qualify for compensation under the Master Settlement Agreement as a Severe Asbestosis Asbestos Claim, the Plaintiff must submit a diagnosis of asbestosis with ILO of 2/1 or greater, or asbestosis determined by pathological evidence of asbestosis plus (a) TLC less than 65%, or (b) FVC less than 65% and FEV 1/FVC ratio greater than 65%. In the alternative, the Asbestos Claimant may produce such other competent medical evidence acceptable to the Claims Reviewer such as a diagnosis of a severe asbestosis condition by a Board-certified Pulmonologist or Internist, showing that the Asbestos Claimant’s severe asbestosis condition is caused in part by exposure to asbestos. In addition, the documentation submitted must establish a 10-year latency period between the date of the first exposure of the Asbestos Claimant to asbestos and the date of diagnosis of severe asbestosis.

A Death Certificate alone cannot serve as medical documentation supporting an Asbestos Claim for Severe Asbestosis.

e. Non-Malignant – Asbestosis. In order for an Asbestos Claimant to qualify for compensation under the Master Settlement Agreement as a Non-Malignant – Asbestosis Asbestos Claim, the Plaintiff must submit a report by a Certified B-reader showing that the Plaintiff has a (1) Chest X-ray reading of 1/0 or higher and/or (2) bilateral pleural plaques or bilateral pleural thickening on the ILO scale. Alternatively, the Asbestos Claimant may produce such other competent medical evidence acceptable to the Claims Reviewer such as a diagnosis of an asbestos-related condition by a Board-certified Pulmonologist or Internist, showing that the Asbestos Claimant’s non-malignant condition is caused in part by exposure to asbestos. In addition, the documentation submitted must establish a 10-year latency period between the date of the first exposure of the Asbestos Claimant to asbestos and the date of diagnosis of asbestosis.

A Death Certificate alone cannot serve as medical documentation supporting an Asbestos Claim for Non-Malignant Asbestosis.

3. No Admission of Physician’s Qualifications or Expertise. By agreeing to pay Asbestos Claims of Qualified Claimants based, in part, upon medical documentation of an Asbestos Claimant’s alleged asbestos-related disease, the MCC Entities do not admit there is a causal connection between such Asbestos Claimant’s alleged disease and such Asbestos Claimant’s alleged asbestos exposure. Furthermore, by agreeing to pay Asbestos Claims of Qualified Claimants based, in part, upon medical documentation of an alleged asbestos-related disease, the MCC Entities do not accept, agree with, or endorse the physician’s or medical technician’s opinions, conclusions, qualifications, expertise, or analytical processes.

B. Exposure Criteria

In order for an Asbestos Claimant to qualify for compensation under this Master Settlement Agreement, the Asbestos Claimant must, to the best of such Asbestos Claimant’s ability, submit information pertaining to each of the following items for the principal job sites:

1. Dates of each exposure;

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2. Specific address and worksite for each exposure;

3. Asbestos Claimant’s employer and the employer’s address at the time of each exposure;

4. Asbestos Claimant’s occupation/trade and job at the time of each exposure and specific exposure; and

5. Occupationally exposed person (indicate self or family member, such as spouse, parent, child, etc.).

In addition, each Asbestos Claimant shall make the following representation:

During the course of my career (or career of the decedent), as referenced above, I (or the decedent) worked with or around pumps, and/or valves, and/or boilers. In connection with this work I (or the decedent) was exposed to asbestos containing products used to insulate these pieces of equipment.

C. Timeliness Criteria

In order for the Asbestos Claimant to qualify for compensation under the Master Settlement Agreement, the Asbestos Claimant must submit information which shows that his or her lawsuit or Claim was filed in a timely manner in accordance with the applicable Statute of Limitations. This information shall be provided along with the executed Release as a condition for payment. Specifically, each Asbestos Claimant submitting an Asbestos Claim for consideration must provide the date on which he or she was first diagnosed with an asbestos-related disease and the date on which his or her asbestos-related personal injury lawsuit or claim was filed.

Any and all Claims which are revealed not to have been filed in a timely manner in accordance with the applicable Statute of Limitations shall not be compensated.

B-4

EXHIBIT C

MCC SETTLEMENT TRUST AGREEMENT

[Separately filed]

C-1

EXHIBIT D

REORGANIZATION TERM SHEET

TERM SHEET

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES

OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN

ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE

SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE

MCC HOLDINGS, INC., A DELAWARE CORPORATION (F/K/A MARK CONTROLS CORPORATION)

TERM SHEET DATED AS OF OCTOBER 21, 2004 FOR A PROPOSED

CHAPTER 11 PLAN OF REORGANIZATION¹

Overview

Term	Description
Overview…	This term sheet (the “Term Sheet”) describes certain principal terms of a proposed plan of reorganization (the “Plan”) of MCC Holdings, Inc., a Delaware corporation (“MCC” or the “Company”), and its subsidiaries (set forth below). Such terms and conditions described in this Term Sheet will form the basis for a final Plan in a Chapter 11 case (the “MCC Chapter 11 Case”). The agreed to principal terms of the Plan are set forth below.
Proposed Filing Entities…	MCC and its subsidiaries Xomox Corporation, Crane Nuclear, Inc., Crane Pumps & Systems, Inc., Crane Environmental, Inc., and Terminal Manufacturing, Inc. (collectively, the “Debtors”).
Proposed Caption…	In re MCC Holdings, Inc., et al., to be filed in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
Definitions…	“Asbestos Channeling Injunction” means that certain injunction issued to supplement the injunctive effect of the discharge typically given in asbestos-related Chapter 11 cases, the terms of which will be set forth in more detail in the Plan.
	“Asbestos Claim” means a claim or demand of a person (or such person’s representative or estate) for or relating to death, bodily injury, sickness, disease, or other personal injuries to such person caused, or allegedly caused, directly or indirectly, by the presence of, or exposure to, asbestos and arising or allegedly arising, directly or indirectly, from acts or omissions of any of the Debtors or the MCC Entities, including without limitation contribution and indemnity claims (other than contribution or indemnity claims of insurers).
	“Asbestos Claimant” means a person who has an Asbestos Claim.
	“Asbestos Claimants Committee” means any official Asbestos Claimants Committee, if any, that the U.S. Trustee may appoint, pursuant to section 1102 of the Bankruptcy Code, in the MCC Chapter 11 Case.

¹ Capitalized terms not defined herein shall have the meaning ascribed to them in the Master Settlement Agreement or MCC Settlement Trust Agreement.

D-1

Term	Description
	“Asbestos Protected Party” means any of the following: (a) the MCC Indemnified Parties and their current and former representatives; (b) any Entity (as defined in section 101(15) of the Bankruptcy Code) that, pursuant to the Plan or otherwise after the Effective Date, makes a loan to the Debtors, the Reorganized Debtors, any of the Non-Debtor Subsidiaries or the MCC Entities, any of the MCC Indemnified Parties, the MCC Section 524(g) Trust, or to a successor to, or transferee of any of the respective assets of, the Debtors, the Reorganized Debtors, any of the Non-Debtor Subsidiaries or MCC Entities, any of the MCC Indemnified Parties, or the MCC Section 524(g) Trust (but only to the extent that liability is asserted to exist by reason of such Entity’s becoming such a lender or to the extent any pledge of assets made in connection with such a loan is sought to be upset or impaired); (c) Settling Insurance Companies; (d) the Committee Releasees.
	“Avoidance and Other Actions” means any and all avoidance, recovery, subordination or other actions or remedies that may be brought on behalf of the Debtors or their Estates under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, actions or remedies under sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code, including, if applicable, any Claims and causes of action in the nature of fraudulent transfer, successor liability, corporate veil piercing, or alter ego-type Claims that arise as a consequence of transactions, events, or circumstances involving or affecting the Debtors (or any of their predecessors) or any of their respective businesses or operations.
	“Committee Releasees” means: (a) each past, present, and future member of the Asbestos Claimants Committee (if appointed); (b) each past, present and future member of the Trust Advisory Committee; (c) each Entity, whether past, present or future, who may be appointed as the Future Claimants Representative; (d) each Entity, whether past, present or future, who may be appointed as the Claimants Representative; (e) each Entity, whether past, present or future, who may be appointed as a member of the Claimant Representatives Committee; (f) each past, present and future member of the Unsecured Creditors Committee (if appointed) and (g) all of the respective past, present and future representatives of each of the foregoing Entities. “Crane” means Crane Co., a Delaware corporation. “Crane Plan Note” means that certain note to be issued on the Effective Date by Crane to the MCC Section 524(g) Trust pursuant to the terms of the Plan, which Crane Plan Note shall have a face amount of $150 million payable over twenty years in equal semi-annual payments plus interest at 6% per annum, which Crane Plan Note shall be secured up to $50 million by the MCC Stock Security Pledge.
	“Crane Stock Contribution” means the number of shares of Crane common stock that, on the Effective Date, Crane shall contribute to Reorganized MCC; provided, however, that (i) the Crane Stock Contribution shall have a fair market value of $70 million based on the average closing price of Crane common stock reported on the New York Stock Exchange Composite Tape for the ten trading days ending on the third trading day prior to the Effective Date; and (ii) the Crane Stock Contribution shall consist of publicly tradable securities, subject to

D-2

Term	Description
	mutually agreed to terms of the Plan and agreements incorporated into the Plan, as well as applicable law.
	“Effective Date” means the effective date of the Plan.
	“Future Claimants Representative” means David Austern, solely in his capacity as such. “Master Settlement Agreement” means a certain Master Settlement Agreement by and among MCC, the Claimants Representative Committee and certain individuals holding Asbestos Claims and certain third parties.
	“Master Settlement Trust Agreement” means that agreement governing the creation of the MCC Settlement Trust in substantially the form attached to the Master Settlement Agreement as Exhibit C.
	“MCC Cash Contribution” means the contribution on the Effective Date of $10 million in cash to the MCC Section 524(g) Trust.
	“MCC Entities” means the Debtor-affiliated Entities identified on Exhibit A attached to this Term Sheet and such additional Entities, if any, upon which the Debtors, Crane, the Future Claimants Representative and the Claimants Representative Committee shall agree.
	“MCC Indemnified Parties” mean (a) the Debtors; (b) each Reorganized Debtor; (c) Crane; (d) each other MCC Entity; (e) each Non-Debtor Subsidiary; (f) all predecessors-in-interest and successors-in-interest to each of the foregoing Entities; (g) all of the respective future affiliates, subsidiaries and representatives of, and successors-in-interests to, each of the foregoing Entities. “MCC Section 524(g) Trust” means that certain trust established in accordance with the Plan, the MCC Section 524(g) Trust Agreement, the Trust Distribution Procedures, and any order confirming the Plan, which shall be established and administered so as to ensure that it satisfies all the requirements for it to be treated as a “Qualified Settlement Fund” as defined in section 468B of the Internal Revenue Code.
	“MCC Section 524(g) Trust Advisory Committee” or “TAC,” as the case may be, means the MCC Section 524(g) Trust Advisory Committee established pursuant to the terms hereof and the MCC Section 524(g) Trust Agreement. “MCC Section 524(g) Trust Agreement” means that certain agreement by and among the Debtors, the Future Claimants Representative, the TAC, and the trustees of the MCC Section 524(g) Trust governing the creation of the MCC Section 524(g) Trust, as it may be amended, supplemented, or modified from time to time.
	“MCC Stock Security Pledge” means Crane’s pledge of Crane’s equity interest in Reorganized MCC to secure the Crane Plan Note; provided, however, that the amount secured by the MCC Stock Security Pledge shall not exceed $50 million and provided further that upon the occurrence of an event of default under the Crane Plan Note, such pledged equity interests shall automatically represent 51% of the voting interests in Reorganized MCC.
	“Non-Debtor Subsidiaries” means, collectively, all subsidiaries of the Debtors that are not Debtors, including, but not limited to, Flow Technology, Inc., and Xomox Sanmar, Ltd., an Indian corporate entity. “Releasing Parties” means the MCC Section 524(g) Trust, the MCC Indemnified Parties, the Committee Releasees and holders of Claims who voted to accept the Plan. “Reorganized Debtors” means, collectively, the Debtors, on and after the Effective Date. “Reorganized MCC” means MCC on or after the Effective Date.
	“Settling Insurance Companies” means insurance companies that potentially provide coverage

D-3

Term	Description
	for Asbestos Claims and that, after the date of this Term Sheet and prior to a date set forth in the Plan, enter into settlement agreements with one or more MCC Entities with respect to such coverage that are sufficiently comprehensive to warrant protection under Section 524(g) of the Bankruptcy Code. “Stub Claim” means the amount of an Asbestos Claim settled pursuant to the Master Settlement Agreement that remains unpaid or unsatisfied pursuant to the Master Settlement Agreement. “Trust Distribution Procedures” means the trust distribution procedures for the MCC Section 524(g) Trust approved by the Future Claimants Representative. “Unsecured Creditors Committee” means the official committee of unsecured creditors, if any, appointed in the MCC Chapter 11 Case by the U.S. Trustee pursuant to section 1102 of the Bankruptcy Code.
Overview of Proposed Economic Terms Related to Asbestos Claims…	The MCC Section 524(g) Trust shall receive, and MCC or Crane, as applicable, shall contribute to the MCC Section 524(g) Trust, in satisfaction of Asbestos Claims, the “MCC Section 524(g) Trust Assets,” which are: (a) The Crane Stock Contribution; (b) The Crane Plan Note; (c) The MCC Cash Contribution; and (d) All assets required to be transferred to the MCC Section 524(g) Trust by the MCC Settlement Trust.
	On the Effective Date, Crane Co. shall: (a) Contribute the Crane Plan Note to the MCC Section 524(g) Trust; (b) Contribute the Crane Stock Contribution to MCC; (c) Execute and deliver the MCC Stock Security Pledge to the MCC Section 524(g) Trust; and (d) Receive 100% of the common stock of Reorganized MCC.
	None of the foregoing contributions to the MCC Section 524(g) Trust shall be deemed to constitute an assignment or conveyance of any rights or obligations with respect to any insurance coverage provided to any MCC Entity.

D-4

Treatment of Asbestos Claims

Term	Description
Overview…	Pursuant to the terms of the Plan, the only impaired Claims are the Asbestos Claims.
Treatment…	All allowed Asbestos Claims shall be determined and paid pursuant to the terms, provisions, and procedures of the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures. Terms applicable to allowed Asbestos Claims will include, among other things, the following: Pursuant to the Trust Distribution Procedures, Asbestos Claims involving Severe Asbestosis or malignancies shall be paid the following amounts: (a) Mesothelioma ($65,000), (b) Lung Cancer 1 (as defined in the Trust Distribution Procedures) and Severe Asbestosis ($16,000), and (c) Other Cancer (as defined in the Trust Distribution Procedures) ($2,300). Asbestos Claimants that do not hold claims involving Severe Asbestosis or malignancies (“Other Asbestos Claimants”) shall not have distribution rights from the MCC Section 524(g) Trust. Such Other Asbestos Claimants, however, shall have the right to register with the MCC Section 524(g) Trust and the statute of limitations applicable to that particular registering claim shall be tolled so that, to the extent such Other Asbestos Claimants develop Mesothelioma, Lung Cancer, Severe Asbestosis, and/or Other Cancer, such claimants will be entitled to submit a claim and, if such claim is allowed by the MCC Section 524(g) Trust, such claimant may receive distributions from the MCC Section 524(g) Trust in accordance with the Plan, the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures. The foregoing documents will include procedures consistent with national norms governing the presentment, processing and approval of such claims.
	Asbestos Claimants that do not hold mesothelioma claims (“Non-Mesothelioma Asbestos Claimants”), however, shall have the right to register with the MCC Section 524(g) Trust and the statue of limitations applicable to that particular registering claim shall be tolled so that, to the extent such Non-Mesothelioma Asbestos Claimants develop one or more higher disease categories, such Claimants will be entitled, in accordance with the Plan, the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures, to submit one or more claims and, if any such claim is allowed by the MCC Section 524(g) Trust, such Claimants may receive additional distributions from the MCC Section 524(g) Trust.
Asbestos Channeling Injunction…	The Asbestos Channeling Injunction shall: (a) Channel all current and future Asbestos Claims to the MCC Section 524(g) Trust; (b) Enjoin assertion of Asbestos Claims against the Debtors, Reorganized Debtors or Asbestos Protected Parties; (c) Enjoin assertion of insurer contribution and indemnification claims against the Debtors, the Reorganized Debtors, the Asbestos Protected Parties, and the MCC Section 524(g) Trust; and (d) Not prevent Asbestos Claimants from asserting workers’ compensation claims.

D-5

Release Provisions

Release	Provision
Compromise and Settlement…	Customary compromise and settlement provisions between (i) the Debtor and Crane; (ii) the Debtor and the MCC Entities; (iii) Crane and the other MCC Entities; (iv) the Debtor and the Releasing Parties; (v) Crane and third parties; (vi) the MCC Entities and the Releasing Parties; and (vii) each Releasing Party and each other Releasing Party (in each foregoing case to the extent set forth in the third party release).
Debtor Release…	Customary debtor release in which each of the Debtors shall provide a full discharge and release to each Releasing Party and each of their respective representatives, and entry of an order confirming the Plan shall constitute a Rule 9019 approval of the Debtor Release.
Third Party Release…	Customary consensual third party release in which, to the full extent provided by law, the Releasing Parties each shall release each of the MCC Entities, each Releasing Party and each of their respective affiliates and representatives, and entry of an order confirming the Plan shall constitute a Rule 9019 approval of the Third Party Release.
MCC Section 524(g) Trust Release…	Except as otherwise expressly provided in the Plan, the MCC Section 524(g) Trust releases each of the Asbestos Protected Parties and their respective property, to the fullest extent permitted by applicable law, from any and all claims, causes of action, Avoidance and other Actions other than the obligations of the Asbestos Protected Parties under the Plan and related documents.
Limitation on Assumption of Liability Under the Plan…	Except as otherwise expressly provided in the Plan, the Debtors, the Reorganized Debtors, the MCC Entities, the MCC Section 524(g) Trust and the other Asbestos Protected Parties will not assume, agree to perform, pay, or indemnify creditors for any liabilities or obligations of the Debtors or the other MCC Entities.
Limited Indemnification by the Reorganized Debtors…	The Reorganized Debtors shall protect, indemnify and hold harmless each of the Asbestos Protected Parties from and against any and all liabilities relating, whether directly or indirectly, to Asbestos Claims, with a specific exclusion for workers’ compensation claims.
Limited Indemnification by the MCC Section 524(g) Trust…	The MCC Section 524(g) Trust shall protect, indemnify and hold harmless each of the Asbestos Protected Parties (other than the Settling Insurance Companies) from and against any and all Asbestos Claims, with a specific exclusion for workers’ compensation claims. In addition, if an MCC Entity is obligated to defend (and does defend) a Settling Insurance Company against a cause of action on the basis of the Asbestos Channeling Injunction and such MCC Entity is successful in such defense (that is, the Asbestos Channeling Injunction effectively enjoined such cause of action against such Settling Insurance Company), then the MCC Section 524(g) Trust shall indemnify such MCC Entity for the reasonable costs of such defense.
Injunction…	Customary permanent injunction, except for specific carve-outs provided in the Plan, wherein all Entities are permanently enjoined from commencing or continuing in any manner, any suit, action or other proceeding, on account of or respecting any Claim, demand, liability, obligation, debt, right, cause of action, interest or remedy released or to be released pursuant to the Plan or an order confirming the Plan.
Discharge of the Debtors…	Customary discharge of all Debtors.

D-6

Release

Provision

Subordination of Stub Claims

Payment by the MCC Section 524(g) Trust of the Stub Claims is subordinated to payment of future Asbestos Claims, such that the Stub Claims will receive no payment from the MCC Section 524(g) Trust until the payment percentage set by the trustees of the MCC Section 524(g) Trust (the “Payment Percentage”) exceeds 75% (or, in the case of current claimants who received more than 75% and more than the current Payment Percentage of the value of their claim from the MCC Settlement Trust, until the Payment Percentage exceeds the percentage of the value of their claim actually received by such current claimant from the MCC Settlement Trust) (in either case, the “Threshold Percentage”). Payments made in respect of Stub Claims shall be in an amount equal to the value of the related Asbestos Claim (as determined by the MCC Settlement Trust) multiplied by the amount by which the Payment Percentage exceeds the applicable Threshold Percentage.2 Notwithstanding the foregoing, the holder of a Stub Claim may elect to requalify such holder’s entire Asbestos Claim under the Trust Distribution Procedures in which case such holder shall no longer be treated as the holder of a Stub Claim but as the holder of an unliquidated Asbestos Claim. If such holder requalifies its Asbestos Claim under the Trust Distribution Procedures and such claim is allowed, such holder shall be entitled to receive from the MCC Section 524(g) Trust an amount equal to the liquidated value of such claim (as determined by the MCC Section 524(g) Trust) multiplied by the Payment Percentage less the aggregate amount such claimant actually received from the MCC Settlement Trust.

² By way of example, if a current claimant has a $65,000 claim, and has been paid 60% of his/her claim ($39,000), the claimant has a Stub Claim of $26,000 (i.e., 40%). Such Stub Claim will begin to share pro-rata with other claims against the MCC Section 524(g) Trust at such time and to the extent that the Payment Percentage first exceeds 75% (thus, if the Payment Percentage is 80%, then the claimant shall be entitled to recover 5% of the amount of such claim, i.e., $3,250). However, if that current claimant has been paid $55,250 of such claim (i.e., 85%), such current claimant has a Stub Claim of $9,750 and shall not begin to share pro-rata with other claims against the MCC Section 524(g) Trust until the Payment Percentage exceeds 85% (thus, if the Payment Percentage equals 90%, then the claimant shall be entitled to recover 5% of such claim, i.e., $3,250).

D-7

Exhibit A to Term Sheet

ALOYCO VALVE CO.

AZONIX CORPORATION

BARKSDALE, INC.

BARNES PUMPS, INC.

BURKS PUMPS

CHAPMAN CORP.(VALVES FITTINGS MFG)

CHAPMAN VALVE CO.

CHEMPUMP CORP.

COCHRANE INC.

CORVA CORPORATION

CRANE & ORDWAY

CRANE AEROSPACE, INC.

CRANE CO.

CRANE CO. FACILITY - MIDDLETOWN, PA (PART OF NATIONAL U.S.)

CRANE CO. VALVE DIVISION

CRANE CO./HYDROAIRE DIVISION

CRANE CO./LEAR ROMEC DIVISION

CRANE DEMING PUMPS

CRANE ENVIRONMENTAL INC.

CRANE INTERNATIONAL HOLDINGS, INC.

CRANE NUCLEAR, INC.

CRANE OF MINNESOTA

CRANE OVERSEAS LLC

CRANE PLUMBING & HEATING

CRANE PUMPS & SYSTEMS INC.

BURKS PUMPS

DEMING PUMPS

PROSSER PUMPS

WEINMAN PUMPS

BARNES PUMPS

PROCESS SYSTEMS PUMPS

CROWN PUMPS

CRANE RESISTOFLEX

CRANE STOCKHAM VALVES & FITTINGS

CRANE SUPPLY

CRANE SUPPLY COMPANY

CRANE VALVE GROUP

REVO VALVES

MATRYX VALVES

TUFLINE VALVES

ALOYCO VALVES

STOCKHAM VALVES

JENKINS VALVES

SAUNDERS VALVES

D-8

FLOWSEAL VALVES

CENTER LINE VALVES

PACIFIC VALVES

WEDGEPLUG VALVES

DUO-CHEK VALVES

MARLIN VALVES

UNI-CHECK VALVES

NOZ-CHECK VALVES

COMPAC-NOZ VALVES

CRANE VALVE SERVICES

CYCLOTHERM BOILER CO.

CYCLOTHERM CORP.

CYCLOTHERM DIVISION OF U.S. NATIONAL RADIATOR

DIV. OF CRANE CO. HEATING/AC BUSINESS (PART OF THATCHER)

DYNALCO CONTROLS CORPORATION

ELDEC CORPORATION

EMPIRE FOUNDRY

FLOW TECHNOLOGY, INC.

GENERAL TECHNOLOGY CORPORATION

GROTH VALVE REPAIR

HYDRO AIR

HYDRO-AIRE, INC.

INTERPOINT CORPORATION

JENKINS BROS. VALVE CO.

KEMLITE COMPANY, INC.

LASCO COMPOSITES, LP

LASCO MATERIAL, INC.

LASCO PANELS, INC.

MARK CONTROLS CORP.

MARK CONTROLS CORPORATION

MIDWEST INVESTMENT

MIDWEST PIPING & SUPPLY CO.

NATIONAL BOILER

NATIONAL U.S. RADIATOR

PACIFIC STEEL BOILER CO.

PACIFIC VALVES

POWERS PROCESS CONTROLS

POWERS REGULATOR

PROCESS SYSTEMS, INC.

RESISTOFLEX

SEQUENTIA, INC.

SIGNAL TECHNOLOGY CORPORATION

STREAMWARE CORPORATION

SWARTWOUT CO.

SWARTWOUT DIVISION OF CRANE CO.

TERMINAL MANUFACTURING COMPANY

D-9

THATCHER BOILER (FURNACE CO.)

VALVE SYSTEMS & CONTROLS

VENTECH CONTROLS, INC.

WEINMAN PUMP MFG. CO.

XOMOX CORPORATION

D-10

EXHIBIT E

FORM OF POWER OF ATTORNEY

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: MCC HOLDINGS, INC. et al., Debtors. ) ) ) ) ) )

GENERAL POWER OF ATTORNEY

To: (Local Counsel to insert name and address).

The undersigned claimant hereby authorizes you, or any one of you, as attorney in fact for the undersigned and with full power of substitution to vote on any questions that may be lawfully submitted to creditors of MCC Holdings, Inc., and the other debtors in these proceedings¹ (hereafter, collectively, the “Debtor”), in any bankruptcy case filed under the Bankruptcy Code on behalf of the Debtor; to vote, after review of the appropriate disclosure statements, for any MCC Plan of Reorganization of the Debtor; and, in general, to perform any act not constituting the practice of law for the undersigned in all matters arising in this case.

Dated:	Signed:
	By:
		As Asbestos Claimant
	Address:
	SS#:

This Power of Attorney must be either (a) notarized or (b) executed under penalty of perjury.

SWORN to before me this                      day of             , 2004.

NOTARY PUBLIC

MY COMMISSION EXPIRES:                     

¹ Debtors include (i) MCC Holdings, Inc., (ii) Crane Environmental, Inc., (iii) Crane Nuclear, Inc., (iv) Crane Pumps & Systems, Inc., (v) Terminal Manufacturing Co., and (vi) Xomox Corporation

E-1

EXHIBIT F

QUALIFICATION NOTICE FORM

                    , 200  

MCC Settlement Trust

c/o

Attn:

Re: MCC Settlement Trust

Dear                     :

We write pursuant to Article V of the Master Settlement Agreement dated October 21, 2004 by and among MCC Holdings, Inc., Connecticut Valley Claims Services Company, Inc., Worldwide Integrated Services Company, Inc., the Claimants Representative Committee, the MCC Settlement Trust and each Asbestos Claimant listed on Exhibit A to the Master Settlement Agreement, solely in our capacity as the [Secondary] Claims Reviewer hereunder, to place you on notice of the following (marked as applicable):

¨ The Participating Claimants identified on Schedule A hereto have been qualified as Qualified Claimants pursuant to the Master Settlement Agreement. As to each Qualified Claimant so identified, the Settlement Amount attributable to each such Qualified Claimant and each payment date is also set forth on Schedule A hereto.

¨ The Participating Claimants identified on Schedule B hereto have been determined not to be qualified as Qualified Claimants pursuant to the Master Settlement Agreement. As to each Participating Claimant so identified, the reasons for the rejection of such claim is also set forth on Schedule B.

Please feel free to contact us with any questions you may have concerning the matters addressed herein.

[SECONDARY] CLAIMS REVIEWER
Name:
Title:	]

F-1

EXHIBIT G

COMPENSABLE DISEASE MATRIX

Mesothelioma	—	$	65,000
Lung Cancer	—	$	16,000
Severe Asbestosis and Other Cancer	—	$	2,300
Non-Malignant Asbestosis	—	$	1,000

G-1

EXHIBIT H

SUBSIDIARIES OF MCC

1. Crane Environmental, Inc.

2. Crane Nuclear, Inc.

3. Crane Pumps & Systems, Inc.

4. Terminal Manufacturing Co.

5. Xomox Corporation

H-1

EXHIBIT I

FORM OF RELEASE

MCC SETTLEMENT TRUST RELEASE

INJURED PARTY NAME:                                                                                                                                                                            

CLAIM NUMBER:                                                                                                                                                                                        

LAW FIRM REPRESENTATIVE, if any:                                                                                                                                                   

SCHEDULED VALUE:                                                                                                                                                                                

In consideration of the agreement of the MCC Settlement Trust³ to pay my Asbestos Claim pursuant to the provisions of the Master Settlement Documentation, I release, waive and discharge, all Asbestos Claims (except as limited below), and all spousal Claims for loss of services or consortium arising out of my inhalation of asbestos fibers, against the MCC Entities and the MCC Settlement Trust and agree to indemnify and hold harmless the MCC Entities and the MCC Settlement Trust for any such Asbestos Claims made by others arising from my Asbestos Claim against the MCC Settlement Trust. I understand that, pursuant to the Master Settlement Documentation, I may receive the payment in installments; the total payment I will receive from the MCC Settlement Trust is uncertain; and the payments and payment terms are subject to the availability of MCC Settlement Trust funding.

I intend this Release to be effective not only on behalf of myself but also my spouse, heirs, representatives, successors, and assigns. I further agree that this Release extends to all Asbestos Claims; provided, however, (i) that if MCC eventually files, or has filed against it, a bankruptcy case under the Bankruptcy Code (whether or not a Nonconsensual Case) that I am entitled to pursue a Asbestos Claim against the bankruptcy estate of MCC; (ii) that if I have become a Qualified Claimant under the Master Settlement Documentation prior to the petition date of such case, then I agree that I will not bring (a) an Asbestos Claim against the bankruptcy estate in excess of my applicable Remainder, or (b) an Asbestos Claim for any unreceived Settlement Amount in excess of the Remainder, in each case, against MCC or any other MCC Entity and will instead bring such Asbestos Claim solely against the MCC Settlement Trust; (iii) that this Release does not apply to my right, if any, to register with and receive distributions from the 524(g) Trust in accordance with the MCC Plan or Reorganization, the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures (as such terms are defined in Exhibit D to the Master Settlement Agreement); and (iv) that this Release does not release Asbestos Claims

³ Any capitalized but undefined term used herein shall have the meaning ascribed to such term in the Master Settlement Agreement.

I-1

allegedly suffered by my spouse, heirs, representatives, successors, or assigns, or children because of their personal exposure to asbestos.

I hereby designate counsel named above to receive on my behalf and in payment of my Claim(s), any and all settlement payments which I may be entitled to receive, subject to what rights I may have in such settlement payments pursuant to my arrangements with counsel.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

I-2

Dated:
	Signature of injured party or personal representative of injured party/deceased

Subscribed and sworn to before me this
day of                     , 20    .
	Notary Public

Or, signatures of two persons unrelated to the claimant/personal representative by blood or marriage who witnessed the signing of this Release.

I-3

EXHIBIT J

FORM OF ADOPTION AGREEMENT

MCC Holdings, Inc. (f/k/a Mark Controls Corporation), a Delaware corporation (“MCC”), Connecticut Valley Claims Services Company, Inc., a Delaware corporation (the “Claims Reviewer”) and Worldwide Integrated Services Company, Inc., a Delaware corporation (the “Secondary Claims Reviewer”), hereby agree, and as of [            , 2004], the individuals identified on Exhibit 1 attached hereto (the “Adoption Claimants”), by and through such Adoption Claimants’ Law Firm Representative, hereby join and adopt in its entirety, the Master Settlement Agreement (the “Master Settlement Agreement”) by and among MCC and its subsidiaries party thereto, the Claims Reviewer, the Secondary Claims Reviewer, the MCC Settlement Trust, a Delaware statutory trust, the Claimants Representative Committee and various Asbestos Claimants through their respective Law Firm Representative executed on October 21, 2004 as follows:

1. Defined Terms. All capitalized terms not otherwise defined in this Adoption Agreement shall have the meanings ascribed in Article I of the Master Settlement Agreement.

2. Single Master Settlement Agreement. The parties to this Adoption Agreement acknowledge and agree that by executing this Adoption Agreement they are joining as parties to a single Master Settlement Agreement as provided in Section 3.4 therein. The Master Settlement Agreement has an Effective Date of October 21, 2004 with respect to all parties thereto and hereto, but for purposes of determining whether the Adoption Claimants hereunder have met the Participation Deadline, the date on which this Adoption Agreement is executed, delivered and accepted by MCC, the Claims Reviewer and the Secondary Claims Reviewer shall be controlling.

3. Adoption Claimants are Participating Claimants. Each Adoption Claimant hereunder shall be a Participating Claimant under the Master Settlement Agreement and all terms, conditions, rights and obligations of the Master Settlement Agreement shall apply to each such Adoption Claimant, except as otherwise provided herein.

4. Law Firm Representatives. Each Law Firm Representative who executes this Adoption Agreement agrees to all terms and obligations applicable to a Law Firm Representative in the Master Settlement Agreement.

5. Exhibit 1. Exhibit 1 attached hereto shall constitute Schedule 1 under the Master Settlement Agreement for purposes of all Adoption Claimants hereunder; provided, however, if the undersigned shall have previously executed and delivered a Master Settlement Agreement and/or Adoption Agreement, Exhibit 1 attached hereto shall hereby supplement Schedule 1 under the Master Settlement Agreement for purposes of all Adoption Claimants hereunder.

J-1

6. Right to Decline. Nothing contained herein is intended to limit the rights of any individual Adoption Claimant to decline to liquidate and settle his/her claim in accordance with the Master Settlement Agreement as provided therein.

7. Notice. The notice address for the Adoption Claimants under the Master Settlement Agreement and the MCC Settlement Trust Agreement shall be in care of the Law Firm Representative, as indicated under the Law Firm Representative’s signature block.

*    *    *    *

(remainder of page intentionally blank)

J-2

IN WITNESS WHEREOF, the parties hereto have caused this Adoption Agreement to be duly executed as of each of the dates set forth below by their authorized representatives as indicated below.

LAW FIRM REPRESENTATIVE

Firm:

By:

Name:

Title:

Date:

Address for purposes of Notice:

Facsimile:   (        )  

Telephone: (        )  

MCC HOLDINGS, INC.

By:

Name:

Title:

Date:

CONNECTICUT VALLEY CLAIMS

SERVICES COMPANY, INC.

By:

Name:

Title:

Date:

WORLDWIDE INTEGRATED

SERVICES COMPANY, INC.

By:

Name:

Title:

Date:

J-3

EXHIBIT 1

ADOPTION CLAIMANTS AND DISEASE CRITERIA

Adoption Claimant Disease Category

J-4

EXHIBIT K

MCC AND CRANE CORPORATE SUBSIDIARIES AND AFFILIATES

ALOYCO VALVE CO.

AZONIX CORPORATION

BARKSDALE, INC.

BARNES PUMPS, INC.

BURKS PUMPS

CHAPMAN CORP.(VALVES FITTINGS MFG)

CHAPMAN VALVE CO.

CHEMPUMP CORP.

COCHRANE INC.

CORVA CORPORATION

CRANE & ORDWAY

CRANE AEROSPACE, INC.

CRANE CO.

CRANE CO. FACILITY - MIDDLETOWN, PA (PART OF NATIONAL U.S.)

CRANE CO. VALVE DIVISION

CRANE CO./HYDROAIRE DIVISION

CRANE CO./LEAR ROMEC DIVISION

CRANE DEMING PUMPS

CRANE ENVIRONMENTAL INC.

CRANE INTERNATIONAL HOLDINGS, INC.

CRANE NUCLEAR, INC.

CRANE OF MINNESOTA

CRANE OVERSEAS LLC

CRANE PLUMBING & HEATING

CRANE PUMPS & SYSTEMS INC.

BURKS PUMPS

DEMING PUMPS

PROSSER PUMPS

WEINMAN PUMPS

BARNES PUMPS

PROCESS SYSTEMS PUMPS

CROWN PUMPS

CRANE RESISTOFLEX

CRANE STOCKHAM VALVES & FITTINGS

CRANE SUPPLY

CRANE SUPPLY COMPANY

CRANE VALVE GROUP

REVO VALVES

MATRYX VALVES

TUFLINE VALVES

ALOYCO VALVES

STOCKHAM VALVES

JENKINS VALVES

SAUNDERS VALVES

K-1

FLOWSEAL VALVES

CENTER LINE VALVES

PACIFIC VALVES

WEDGEPLUG VALVES

DUO-CHEK VALVES

MARLIN VALVES

UNI-CHECK VALVES

NOZ-CHECK VALVES

COMPAC-NOZ VALVES

CRANE VALVE SERVICES

CYCLOTHERM BOILER CO.

CYCLOTHERM CORP.

CYCLOTHERM DIVISION OF U.S. NATIONAL RADIATOR

DIV. OF CRANE CO. HEATING/AC BUSINESS (PART OF THATCHER)

DYNALCO CONTROLS CORPORATION

ELDEC CORPORATION

EMPIRE FOUNDRY

FLOW TECHNOLOGY, INC.

GENERAL TECHNOLOGY CORPORATION

GROTH VALVE REPAIR

HYDRO AIR

HYDRO-AIRE, INC.

INTERPOINT CORPORATION

JENKINS BROS. VALVE CO.

KEMLITE COMPANY, INC.

LASCO COMPOSITES, LP

LASCO MATERIAL, INC.

LASCO PANELS, INC.

MARK CONTROLS CORP.

MARK CONTROLS CORPORATION

MIDWEST INVESTMENT

MIDWEST PIPING & SUPPLY CO.

NATIONAL BOILER

NATIONAL U.S. RADIATOR

PACIFIC STEEL BOILER CO.

PACIFIC VALVES

POWERS PROCESS CONTROLS

POWERS REGULATOR

PROCESS SYSTEMS, INC.

RESISTOFLEX

SEQUENTIA, INC.

SIGNAL TECHNOLOGY CORPORATION

STREAMWARE CORPORATION

SWARTWOUT CO.

SWARTWOUT DIVISION OF CRANE CO.

TERMINAL MANUFACTURING COMPANY

K-2

THATCHER BOILER (FURNACE CO.)

VALVE SYSTEMS & CONTROLS

VENTECH CONTROLS, INC.

WEINMAN PUMP MFG. CO.

XOMOX CORPORATION

K-3

EX-10.2

Exhibit 10.2

MCC SETTLEMENT TRUST AGREEMENT

This MCC SETTLEMENT TRUST AGREEMENT (the “MCC Settlement Trust Agreement”) is entered into as of October 21, 2004 (the “Effective Date”) by and among MCC Holdings, Inc. (f/k/a Mark Controls Corporation), a Delaware corporation (“MCC”), Mark M. Gleason, solely in his capacity as the Active Trustee hereunder, Wilmington Trust Company, a Delaware banking corporation (the “Delaware Trustee” and, collectively with the Active Trustee, the “Trustees”) solely in its capacity as the Delaware Trustee hereunder, and the Claimants Representative Committee (as defined herein). MCC, the Trustees and the Claimants Representative Committee may be referred to herein as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, each Asbestos Claimant has filed one or more Asbestos Claim(s) against one or more MCC Entities;

WHEREAS, MCC is contemporaneously entering into the Master Settlement Agreement by which the parties thereto intend to resolve and settle all Asbestos Claims;

WHEREAS, in accordance with the Master Settlement Agreement, MCC (i) intends to establish the MCC Settlement Trust as an express trust, with MCC as settlor for the benefit of the Qualified Claimants and, under certain circumstances as provided herein, MCC, and (ii) shall transfer its rights, title and interests in certain assets to the MCC Settlement Trust as expressly provided hereunder;

WHEREAS, the parties to the Master Settlement Agreement have requested each of the Trustees to act as the Active Trustee and the Delaware Trustee, respectively, of the MCC Settlement Trust, and the Trustees have agreed to accept their appointment as such pursuant to the terms hereof; and

WHEREAS, the Parties desire to enter into this MCC Settlement Trust Agreement to confirm their agreements with respect to: (i) the creation of the MCC Settlement Trust, (ii) the establishment, maintenance, investment, and disbursement of the MCC Settlement Trust Assets, (iii) payment of Settlement Amounts to Qualified Claimants under the Master Settlement Agreement, and (iv) certain other matters relating to the foregoing, as hereafter provided.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used herein, capitalized terms have the meanings set forth below unless otherwise stated:

“Active Trustee” means Mark M. Gleason solely in his capacity as Active Trustee hereunder, and any permitted successor or assign.

“Administrative Expense Reserve” has the meaning set forth in Section 4.7(e) herein.

“Administrative Expenses” has the meaning set forth in Section 4.7(e) herein.

“Asbestos Claimant” has the meaning set forth in the Master Settlement Agreement.

“Asbestos Claim” and “Asbestos Claims” have the meanings set forth in the Master Settlement Agreement.

“Bankruptcy Code” has the meaning set forth in the Master Settlement Agreement.

“Cash Contribution” means $10,000,000 contributed by MCC as of the Effective Date.

“Certificate of Trust” means the Certificate of Trust of the MCC Settlement Trust in the form required by the Delaware Act, attached hereto as Exhibit 5.

“Claimants Representative Committee” has the meaning set forth in Section 5.1 herein.

“Claimants Representative Committee Member(s)” has the meaning set forth in Section 5.1 herein.

“Claims” has the meaning set forth in the Master Settlement Agreement.

“Claims Reviewer” has the meaning set forth in the Master Settlement Agreement.

“Crane” means Crane Co., a Delaware corporation.

“Crane Note” means the demand note dated the Effective Date, executed by Crane and payable to the order of MCC in the original principal amount of $270,000,000 in the form attached hereto as Exhibit 8.

“Delaware Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801 et seq., and any successor statute, as amended from time to time.

“Delaware Trustee” means Wilmington Trust Company, solely in its capacity as Delaware Trustee hereunder, and any permitted successor or assign.

“Effective Date” has the meaning set forth in the preamble herein.

“FCR” has the meaning set forth in Section 4.5 herein.

“FEIN” has the meaning set forth in Section 7.5 herein.

“Law Firm Representative” has the meaning set forth in the Master Settlement Agreement.

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“Legal Change Event” has the meaning set forth in the Master Settlement Agreement.

“Master Settlement Agreement” means that certain Master Settlement Agreement entered into among MCC, the Claims Reviewer, the Secondary Claims Reviewer, the MCC Settlement Trust, the Claimants Representative Committee and the Asbestos Claimants, dated as of the date hereof, to which this MCC Settlement Trust Agreement is attached as Exhibit C.

“MCC” has the meaning set forth in the preamble herein.

“MCC Assignment” means the assignment of the Crane Note dated the Effective Date, executed by MCC, as assignor, to the MCC Settlement Trust, as assignee, in the form attached hereto as Exhibit 9.

“MCC Entity” and “MCC Entities” have the meanings set forth in the Master Settlement Agreement.

“MCC Plan of Reorganization” has the meaning set forth in the Master Settlement Agreement.

“MCC Settlement Trust” means the MCC Settlement Trust created hereby.

“MCC Settlement Trust Agreement” has the meaning set forth in the preamble herein.

“MCC Settlement Trust Assets” means (i) the Cash Contribution, (ii) the Crane Note, (iii) the MCC Assignment, and (iv) all proceeds of the foregoing.

“Nonconsensual Case” has the meaning set forth in the Master Settlement Agreement.

“Nonconsensual Case Filing Date” has the meaning set forth in the Master Settlement Agreement.

“Notice Parties” are those Parties listed in Section 9.4 herein.

“Participating Claimant” has the meaning set forth in the Master Settlement Agreement.

“Party” or “Parties” has the meaning set forth in the preamble herein.

“Person” has the meaning set forth in the Master Settlement Agreement.

“Plan of Reorganization” has the meaning set forth in the Master Settlement Agreement.

“Proceeding” has the meaning provided in the Master Settlement Agreement.

“Qualified Claimant” has the meaning set forth in the Master Settlement Agreement.

“Qualification Notice Form” has the meaning set forth in the Master Settlement Agreement.

“Release” has the meaning set forth in the Master Settlement Agreement.

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“Reorganization Term Sheet” has the meaning set forth in the Master Settlement Agreement.

“Secondary Claims Reviewer” has the meaning set forth in the Master Settlement Agreement.

“Settlement Amount” has the meaning set forth in the Master Settlement Agreement.

“Settlement Payment” has the meaning set forth in the Master Settlement Agreement.

“Settlement Payments” has the meaning set forth in the Master Settlement Agreement.

“Trustees” has the meaning set forth in the preamble herein.

“524(g) Trust” has the meaning set forth in Section 4.5 herein.

ARTICLE II

DECLARATION OF MCC SETTLEMENT TRUST

2.1 Creation of the MCC Settlement Trust. MCC hereby creates this MCC Settlement Trust known as the “MCC Settlement Trust,” as provided for and referred to in the Master Settlement Agreement, for the benefit of Qualified Claimants and, under certain circumstances, MCC. The creation of this MCC Settlement Trust shall be effective upon the filing of the Certificate of Trust with the Secretary of State of the State of Delaware. It is the intention of the Parties hereto that the MCC Settlement Trust be established under and comply with the Delaware Act, and that this document constitutes the governing instrument of the MCC Settlement Trust. The Active Trustee may transact the business and affairs of the MCC Settlement Trust in the name “MCC Settlement Trust.” Each Qualified Claimant shall be bound by the terms and conditions of this MCC Settlement Trust Agreement and shall be deemed a beneficial owner with respect to his or her rights and interests in the MCC Settlement Trust Assets.

2.2 Purpose of the MCC Settlement Trust. The sole purpose of the MCC Settlement Trust is to distribute the MCC Settlement Trust Assets to the Qualified Claimants and, under certain circumstances, MCC, and otherwise hold the MCC Settlement Trust Assets as herein set forth, with no objective to engage in the conduct of a trade or business. Specifically, the purposes of the MCC Settlement Trust are: (i) to pay Settlement Amounts to the Qualified Claimants in accordance with the provisions of the Master Settlement Agreement and this MCC Settlement Trust Agreement, including, without limitation, ensuring all Settlement Payments are in accordance with and pursuant to Section 6.1 of the Master Settlement Agreement; (ii) to otherwise meet the purposes and requirements stated in the Master Settlement Agreement and this MCC Settlement Trust Agreement; and (iii) under certain circumstances as provided in Sections 3.5, 3.6 and 8.2 herein, to distribute certain MCC Settlement Trust Assets to MCC or the 524(g) Trust. In furtherance of these purposes, the Active Trustee is hereby authorized and directed to take all reasonable and necessary actions to hold the MCC Settlement Trust Assets and to distribute the MCC Settlement Trust Assets as hereinafter set forth, in as prompt, efficient and orderly a fashion as possible in accordance with the provisions of the Master Settlement Agreement and this MCC Settlement Trust Agreement.

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2.3 Property of the MCC Settlement Trust. The MCC Settlement Trust shall hold the legal title to the MCC Settlement Trust Assets and shall hold such property in trust to be administered and distributed by it pursuant to the terms of this MCC Settlement Trust Agreement and the Master Settlement Agreement for the benefit of the Qualified Claimants. The Active Trustee is authorized to make disbursements and payments from the MCC Settlement Trust in accordance with this MCC Settlement Trust Agreement and the Master Settlement Agreement.

2.4 MCC’s Conveyance of MCC Settlement Trust Assets. Upon the Effective Date or as soon as practicable thereafter, MCC shall execute and deliver, or cause to be delivered, to the MCC Settlement Trust all of its rights, title and interest of MCC in the MCC Settlement Trust Assets. MCC shall cooperate and take such other actions as the Active Trustee may deem reasonably necessary or desirable in order to effectively transfer, convey and assign all rights, title and interests in and to the MCC Settlement Trust Assets.

2.5 Acceptance of Conveyance. The Active Trustee, on behalf of the MCC Settlement Trust, is hereby directed to, and the Active Trustee, on behalf of the MCC Settlement Trust, agrees that it will:

(a) accept delivery, on behalf of the MCC Settlement Trust, from MCC of the MCC Settlement Trust Assets pursuant to MCC’s funding obligations detailed in Section 2.4 herein;

(b) accept from MCC all assumptions and assignments, and all other instruments of conveyance required to be delivered by MCC with respect to the MCC Settlement Trust Assets transferred to the MCC Settlement Trust pursuant to or in connection with the Master Settlement Agreement or this MCC Settlement Trust Agreement;

(c) notify the Claimants Representative Committee of its receipt of the MCC Settlement Trust Assets within one (1) business day of such receipt;

(d) take such other action as may be required of the MCC Settlement Trust hereunder, including the receipt and acceptance as part of the MCC Settlement Trust Assets of any property and instruments which the MCC Settlement Trust may receive in connection with or in consideration of the MCC Settlement Trust Assets.

2.6 No Interest Retained by MCC. Upon the transfer of the MCC Settlement Trust Assets to the Active Trustee, MCC shall retain no further interest in the MCC Settlement Trust Assets.

2.7 Fiscal Year. The MCC Settlement Trust’s fiscal year shall end on December 31 of each year, unless the Active Trustee deems it necessary or appropriate to establish some other date on which the fiscal year of the MCC Settlement Trust shall end. The MCC Settlement Trust’s taxable year shall be the same as its fiscal year.

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ARTICLE III

SETTLEMENT TRUST ADMINISTRATION

3.1 Qualified Claimants. Only Participating Claimants who become Qualified Claimants pursuant to the Master Settlement Agreement and are listed as Qualified Claimants on Exhibit 2 attached hereto (which may be updated from time to time by the Active Trustee pursuant to Qualification Notice Forms timely provided by the Claims Reviewer or the Secondary Claims Reviewer, as the case may be) are entitled to any rights, benefits or payments pursuant to and under this MCC Settlement Trust Agreement.

3.2 Notice of Qualification.

(a) Notification by the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, to the MCC Settlement Trust that a Participating Claimant is eligible for payment and thus a Qualified Claimant shall be made in writing in accordance with the Qualification Notice Form attached as Exhibit F to the Master Settlement Agreement, and in accordance with the relevant sections of Articles V and VI of the Master Settlement Agreement, shall contain the following information:

(i) The identity of the Qualified Claimant and each such Qualified Claimant’s respective Law Firm Representative; and

(ii) The Qualified Claimant’s Settlement Amount and the amount and date of each payment to be made by the MCC Settlement Trust as determined pursuant to Article VI of the Master Settlement Agreement.

(b) The Active Trustee, on its own behalf and on behalf of the MCC Settlement Trust, shall be entitled to rely upon Qualification Notice Forms received from the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, as conclusive evidence of (i) the Participating Claimant’s eligibility as a Qualified Claimant hereunder, and (ii) the Qualified Claimant’s Settlement Amount and the amount and date of each payment to be made by the MCC Settlement Trust.

3.3 Settlement Payments.

(a) The Active Trustee, on behalf of the MCC Settlement Trust, may draw on the Crane Note in accordance with its terms and, upon receipt of cash therefrom, shall make Settlement Payments (i) to the Law Firm Representative on behalf of a Qualified Claimant (and not directly to a Qualified Claimant), and (ii) only in accordance with and pursuant to Section 6.1 of the Master Settlement Agreement.

(b) Each Qualified Claimant’s Settlement Amount shall be reduced by the amount of all payments received by such Qualified Claimant from: (i) the MCC Settlement Trust or any successor trust; (ii) MCC or any third party paying claims on MCC’s behalf (whether directly or indirectly); or (iii) any trust formed pursuant to a MCC Plan of Reorganization confirmed pursuant to Section 1129 of the Bankruptcy Code.

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(c) The Active Trustee, on behalf of the MCC Settlement Trust, and MCC shall notify each other in writing of any and all payments each made or makes to Qualified Claimants or any third party paying claims on MCC’s behalf (whether directly or indirectly). Each of the Active Trustee, on its own behalf and on behalf of the MCC Settlement Trust, and MCC shall be entitled to rely upon such notices received from the Active Trustee and MCC as conclusive evidence of said payment(s).

3.4 Terms and Conditions of the Crane Note. The Active Trustee, on behalf of the MCC Settlement Trust, may draw upon the Crane Note, as assigned to the MCC Settlement Trust by MCC pursuant to the MCC Assignment, in accordance with its terms; provided that, the Active Trustee may not draw on the Crane Note prior to the date that is one hundred twenty-five (125) days after the Effective Date.

3.5 Distribution of MCC Settlement Trust Assets Upon the Filing of a Non-Consensual Filing. As soon as practicable following the Nonconsensual Case Filing Date, the Active Trustee, on behalf of the MCC Settlement Trust, shall distribute to MCC all remaining MCC Settlement Trust Assets in excess of the sum of (i) any outstanding payments of Settlement Amounts due to Qualified Claimants as of the Nonconsensual Case Filing Date and (ii) any fees and expenses of the MCC Settlement Trust or the Active Trustee as permitted pursuant to this MCC Settlement Trust Agreement and shall thereafter assign the Crane Note to MCC.

3.6 Distribution of MCC Settlement Trust Assets Upon Termination Pursuant to Section 8.2 of the Master Settlement Agreement. As soon as practicable following termination of the Master Settlement Agreement pursuant to Section 8.2 thereof, the Active Trustee, on behalf of the MCC Settlement Trust, shall distribute to MCC all remaining MCC Settlement Trust Assets in excess of any fees and expenses of the MCC Settlement Trust or the Active Trustee as permitted pursuant to this MCC Settlement Trust Agreement and shall thereafter assign the Crane Note including if necessary, an assignment of the Crane Note to MCC.

ARTICLE IV

DUTIES AND POWERS OF THE TRUSTEES

4.1 Appointment of the Trustees.

(a) Active Trustee. There shall be one (1) Active Trustee. The initial Active Trustee shall be Mark M. Gleason.

(b) Delaware Trustee. So long as required by the Delaware Act, there shall be one (1) Delaware Trustee who or which shall be (i) a natural person who is a resident of the State of Delaware or (ii) if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law. The initial Delaware Trustee shall be Wilmington Trust Company.

4.2 Term of Service. Each Trustee shall serve until the earlier of: (i) its resignation pursuant to Section 4.3(a) herein; (ii) its removal pursuant to Section 4.3(b) herein; or (iii) the termination of this MCC Settlement Trust pursuant to Section 8.1 herein.

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4.3 Resignation and Removal of Trustee.

(a) Resignation of Trustee. Each Trustee may resign and be discharged from any future obligations and liabilities hereunder by giving written notice thereof to the Claimants Representative Committee and MCC at least forty-five (45) days prior to the date of resignation set forth in the notice of resignation. Such resignation shall become effective after the day specified in such notice and on the day when a successor Trustee is appointed pursuant to Section 4.3(c) below and the successor Trustee accepts such appointment in writing.

(b) Removal of Trustee. In addition, each Trustee may be removed with or without cause at any time by written notice signed by the Claimants Representative Committee and MCC. Upon any such removal, such removed Trustee shall be entitled to any reimbursement and indemnification set forth in this MCC Settlement Trust Agreement which remain due and owing to such Trustee at the time of such removal. Such removal shall be effective when a successor Trustee is appointed pursuant to Section 4.3(c) below and the successor Trustee has accepted the appointment in writing.

(c) Appointment of a Successor Trustee. If, at any time, a Trustee gives notice of its intent to resign pursuant to this Section 4.3 or shall be removed or shall become incapable of acting, within forty-five (45) days thereafter, the Claimants Representative Committee and MCC shall choose and appoint a successor Trustee to act under this MCC Settlement Trust Agreement. If a successor Trustee shall not have been appointed within such forty-five (45) days, such Trustee, the Claimants Representative Committee or MCC may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time, if any, that a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided above.

(d) Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder in the form determined by the Claimants Representative Committee and MCC. Thereupon, such successor Trustee shall, without any further act, become vested with all of the estates, properties, rights, powers, trusts and duties of its predecessor in the MCC Settlement Trust hereunder with like effect as if originally named herein from that date forward. No successor Trustee shall be liable personally for any act or omission of any predecessor Trustee.

4.4 Powers of the Active Trustee. Subject to the limitations set forth in this MCC Settlement Trust Agreement, the Active Trustee shall have the power to take any and all actions that, in the Active Trustee’s judgment and discretion, are necessary and proper to fulfill the purposes of the MCC Settlement Trust, and shall include without limitation:

(a) each power expressly granted in this MCC Settlement Trust Agreement and any power reasonably incidental thereto;

(b) to receive, hold and administer all the MCC Settlement Trust Assets and to have exclusive possession and control thereof for the purposes set forth in Section 2.2 hereof; provided that the Active Trustee is hereby authorized for and on behalf of the MCC Settlement

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Trust to execute and deliver, and cause the MCC Settlement Trust to perform its obligations under, a custody agreement between the MCC Settlement Trust and Wilmington Trust Company, as custodian, substantially in the form attached hereto as Exhibit 6, pursuant to the terms of which Wilmington Trust Company, as custodian, will maintain custody of the MCC Settlement Trust Assets;

(c) to enter into, perform and exercise rights under contracts binding upon the MCC Settlement Trust (but not upon the Active Trustee in its individual capacity) which are reasonably incident to the administration of the MCC Settlement Trust and which the Active Trustee, in the exercise of his judgment, believes to be in the best interests of the MCC Settlement Trust;

(d) to establish and maintain accounts at banks and other financial institutions, in a clearly specified fiduciary capacity, into which any reserves or other cash and property of the MCC Settlement Trust may be deposited, and draw checks or make withdrawals from such accounts, and to pay or distribute such amounts of the MCC Settlement Trust Assets as permitted or required under the Master Settlement Agreement or this MCC Settlement Trust Agreement;

(e) to employ and compensate attorneys (in addition to those attorneys employed and compensated pursuant to Section 4.7(a) hereof), accountants, appraisers, property managers, disbursing agents, brokers, realtors, expert witnesses, insurance adjusters or any successor or other persons whose services may be necessary or advisable in the judgment of the Active Trustee, to advise or assist the Active Trustee in the discharge of its duties as Active Trustee, or otherwise in the exercise of any powers vested in the Active Trustee, and to pay from the MCC Settlement Trust Assets reasonable compensation to such attorneys, accountants, appraisers, property managers, disbursing agents, brokers, realtors, expert witnesses, insurance adjusters or any successor, or other persons (including, when necessary or appropriate, contingent fee or commission based arrangements);

(f) to collect and receive any accounts receivable, income, proceeds of sale, and distributions derived from or relating to the MCC Settlement Trust Assets and to distribute the same to the Qualified Claimants, or to the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, for the account of the Qualified Claimants, in accordance with the terms of the Master Settlement Agreement and this MCC Settlement Trust Agreement;

(g) to pay from the MCC Settlement Trust Assets any and all necessary expenses attributable or relating to the management, maintenance, administration, preservation or liquidation of the MCC Settlement Trust Assets; and

(h) to sue or be sued in connection with any matter arising from or related to the Master Settlement Agreement or this MCC Settlement Trust Agreement that affects in any way the rights or obligations of the MCC Settlement Trust, the Active Trustee or the Qualified Claimants.

4.5 Reporting Duties of the Active Trustee. The Active Trustee shall submit to MCC, the Claimants Representative Committee, the future claimants representative (the “FCR”), the Qualified Claimants and following the effective date of the MCC Plan of Reorganization, the

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trust created pursuant to the MCC Plan of Reorganization (the “524(g) Trust”) periodic reports relating to the balance of the MCC Settlement Trust Assets, the amount of outstanding payment obligations owing to Qualified Claimants and the Administrative Expenses of the MCC Settlement Trust, as the Claimants Representative Committee, the FCR, the 524(g) Trust or MCC shall reasonably request. The Active Trustee shall provide MCC information and documentation as it may reasonably need to enable MCC to bill and/or collect insurance proceeds. MCC, the FCR, the 524(g) Trust or the Claimants Representative Committee on behalf of the Qualified Claimants shall have the right to conduct a financial audit of the MCC Settlement Trust; provided, however, that neither MCC, the FCR, the 524(g) Trust nor the Claimants Representative Committee shall be entitled to conduct a financial audit prior to ninety (90) days after the Effective Date or more often than annually. The Active Trustee shall prepare, file and mail, or cause to be prepared, filed and mailed any reports, forms or other information or documents that may have to be filed with the Securities and Exchange Commission or any other governmental unit or agency thereof that may be necessary or appropriate. The Active Trustee shall prepare and distribute, or cause to be prepared and distributed any other reports or other information the Active Trustee determines is necessary or appropriate. The right of the Qualified Claimants to receive reports and other information as set forth in this MCC Settlement Trust Agreement is in lieu of the right to access information under Section 3819 of the Delaware Act.

4.6 Investment of the MCC Settlement Trust Assets; Tax Liability. So long as the MCC Settlement Trust exists, the Active Trustee shall, as it deems appropriate, from time to time, invest and reinvest the MCC Settlement Trust Assets in accordance with the investment guidelines attached here as Exhibit 3. The Active Trustee shall have the right to liquidate any investment held, to provide funds necessary to make distributions of the MCC Settlement Trust Assets pursuant to this MCC Settlement Trust Agreement. The Active Trustee shall not have any liability for any loss sustained as a result of any investment made pursuant to this MCC Settlement Trust Agreement or as a result of any liquidation of any investment prior to its maturity, or for electing not to invest or reinvest the MCC Settlement Trust Assets. The MCC Settlement Trust shall pay from the MCC Settlement Trust Assets any and all tax liability arising from the operation of the MCC Settlement Trust and shall meet any and all reporting requirements for such investments as provided in Article VII herein. The Active Trustee shall have the power to exercise all rights with respect to the MCC Settlement Trust’s investments.

4.7 Administrative Expenses.

(a) Authority to Engage Professionals and Administrative Personnel. Each of the Active Trustee and the Delaware Trustee, as applicable, shall have the power to appoint such officers and hire such employees and engage such legal, financial, accounting, investment, auditing, forecasting and other professionals, service providers, or consultants as the business of the MCC Settlement Trust may reasonably require, and to delegate to such persons such powers and authorities as the fiduciary duties of the Active Trustee or the Delaware Trustee, as applicable, permit and as the Active Trustee, or the Delaware Trustee, as applicable, in its reasonable discretion, deems advisable or necessary to carry out the terms of this MCC Settlement Trust Agreement. The Delaware Trustee shall be authorized to employ, among other professionals, [Morris, Nichols, Arsht & Tunnell]. The Active Trustee shall be otherwise authorized to employ, among other professionals, Campbell & Levine, LLC. The Active Trustee shall serve copies of statements and invoices for fees and expenses of the Active Trustee prior to

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the payment of such statement or invoices, upon the Notice Parties, and in the manner set out therein. The Delaware Trustee shall serve copies of statements and invoices for fees and expenses of the Delaware Trustee and of [Morris, Nichols, Arsht & Tunnell] prior to the payment of such statement or invoices, upon the Notice Parties, and in the manner set out therein. Such statements or invoices may be paid by the Active Trustee from MCC Settlement Trust Assets unless, within ten (10) business days after such service, any of the Notice Parties serves upon the Active Trustee and the other Notice Parties its objection to payment of all or part of such statement or invoice.

(b) Compensation and Expenses of the Active Trustee. The Active Trustee shall receive compensation from the MCC Settlement Trust for his service as Active Trustee at his usual hourly rate in the amount of $500.00 per hour devoted to Trust business. The rates detailed above may be modified with the prior written consent of the Claimants Representative Committee and MCC. The MCC Settlement Trust shall reimburse the Active Trustee as a part of the Administrative Expenses for all reasonable out-of-pocket costs and expenses incurred by the Active Trustee in connection with the performance of his duties hereunder, at the rates detailed above.

(c) Compensation and Expenses of the Delaware Trustee. The Delaware Trustee shall receive compensation from the MCC Settlement Trust for their services as Delaware Trustee at the rates detailed in the fee agreement attached hereto as Exhibit 4. The rates detailed in Exhibit 4 may be modified with the prior written consent of the Claimants Representative Committee and MCC. The MCC Settlement Trust shall reimburse the Delaware Trustee as a part of the Administrative Expenses for all reasonable out-of-pocket costs and expenses incurred by the Delaware Trustee in connection with the performance of their duties hereunder, at the rates detailed in Exhibit 4.

(d) Compensation and Expenses of the Claims Reviewer and the Secondary Claims Reviewer. The Claims Reviewer and the Secondary Claims Reviewer shall each receive compensation from MCC, at no cost to the MCC Settlement Trust, for its service at the rates to be detailed in the fee agreements to be entered into between MCC and each of the Claims Reviewer and the Secondary Claims Reviewer. The rates detailed in such fee agreements may be modified with the prior written consent of the Claimants Representative Committee and MCC. MCC shall reimburse the Claims Reviewer and the Secondary Claims Reviewer for all reasonable out-of-pocket costs and expenses incurred by either in connection with the performance of its duties hereunder, including without limitation the reasonable fees, costs and expenses arising from the retention of legal counsel or other professionals at the rates detailed herein.

(e) Administrative Expenses and Payment Thereof. The Active Trustee shall periodically estimate the funds that are reasonably expected to be necessary to pay administrative expenses incurred or expected to be incurred pursuant to the execution of the Active Trustee’s and the Delaware Trustee’s duties (“Administrative Expenses”). Such Administrative Expenses shall include, without limitation, (i) compensation of the Active Trustee and the Delaware Trustee and any MCC Settlement Trust employees, (ii) payment of all professionals and consultants engaged by the MCC Settlement Trust, the Active Trustee or the Delaware Trustee, (iii) the reimbursement of reasonable expenses of any Claimants Representative Committee

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Members, and (iv) the expenses of operating and administering the MCC Settlement Trust. The Active Trustee shall, from time to time, set aside from the MCC Settlement Trust Assets such amounts so determined to be sufficient to pay the Administrative Expenses (the “Administrative Expense Reserve”) and shall not use the Administrative Expense Reserve for any other purpose, except as otherwise required by this MCC Settlement Trust Agreement. Compensation and reimbursement of the Claims Reviewer and the Secondary Claims Reviewer shall be paid by MCC, at no cost to the MCC Settlement Trust, in accordance with Section 4.7(d) herein. To the extent that the amount of funds in the Administrative Expense Reserve is at any time insufficient, the Active Trustee shall pay from the MCC Settlement Trust Assets all expenses, charges, liabilities and obligations of the MCC Settlement Trust, including such debts, liabilities, or obligations as may be payable from the MCC Settlement Trust Assets, interest, taxes, assessments, and public charges of every kind and nature, and the costs, charges and expenses in connection with or arising out of the execution or administration of the MCC Settlement Trust and the MCC Settlement Trust Assets, and such other payments and disbursements as are provided for in the Master Settlement Agreement or this MCC Settlement Trust Agreement or which may be necessary or appropriate charges against the MCC Settlement Trust and the MCC Settlement Trust Assets, and the Active Trustee, in its judgment, may, from time to time, make provision by reserve or otherwise, out of the MCC Settlement Trust Assets, for such amount or amounts as the Active Trustee in its judgment may determine to be necessary or appropriate to meet or satisfy unascertained, unliquidated or contingent liabilities of the MCC Settlement Trust, the Active Trustee or the Delaware Trustee.

4.8 Delaware Trustee. Notwithstanding any other provision of this MCC Settlement Trust Agreement, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Active Trustee described in this MCC Settlement Trust Agreement. The Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Act.

ARTICLE V

CLAIMANTS REPRESENTATIVE COMMITTEE

5.1 Claimants Representative Committee. There shall be a Claimants Representative Committee, which shall have at least three (3) but no more than seven (7) members (individually, a “Claimants Representative Committee Member” or collectively, the “Claimants Representative Committee”). The initial Claimants Representative Committee Members, and their contact information, are set forth on Exhibit 7 attached hereto. Upon execution of this MCC Settlement Trust Agreement, the Claimants Representative Committee Member may appoint up to two (2) additional Claimants Representative Committee Members who shall also be members of the Claimants Representative Committee. Each additional or replacement Claimants Representative Committee Member shall execute and deliver a counterpart of this MCC Settlement Trust Agreement upon acceptance of such appointment. The resignation, removal, incapacity or death of any or all of the Claimants Representative Committee Members, governed by Section 5.4 below, shall not operate to dissolve or terminate the MCC Settlement Trust.

5.2 Claimants Representative Committee Member as Asbestos Claimants or Law Firm Representative. The Claimants Representative Committee Members may be (i) Asbestos

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Claimants so long as they qualify as Qualified Claimants under Section 3.1 of this MCC Settlement Trust Agreement, or (ii) Law Firm Representative.

5.3 Actions by Majority Vote. Unless otherwise specified herein, any action required or permitted to be taken by the Claimants Representative Committee pursuant to this MCC Settlement Trust Agreement shall be taken by the affirmative vote at a meeting or by written consent of not less than a majority of the Claimants Representative Committee. If the Claimants Representative Committee is deadlocked on any vote, the Active Trustee shall cast the tie breaking vote and such determination shall be final. The Claimants Representative Committee shall meet at such times and places as the Claimants Representative Committee deems necessary or appropriate. The Claimants Representative Committee may delegate any of their powers or duties to an individual Claimants Representative Committee Member or a subcommittee of the Claimants Representative Committee, as the Claimants Representative Committee deems necessary or appropriate. In carrying out any of the powers or duties delegated to them, such officers, employees, professionals, agents and representatives shall be entitled to the same rights, claims and protections as the Claimants Representative Committee would have had with respect thereto.

5.4 Resignation and Removal of Claimants Representative Committee Members.

(a) Resignation. A Claimants Representative Committee Member may resign and be discharged from any future obligations and liabilities hereunder by giving written notice thereof to the other Claimants Representative Committee Members and the Active Trustee at least forty-five (45) days prior to the date of resignation set forth in the notice of resignation.

(b) Removal. If the Claimants Representative Committee consists of three members, a Claimants Representative Committee Member may be removed with or without cause at any time by the affirmative unanimous vote of both of the other Claimants Representative Committee Members. If there are fewer than three members of the Claimants Representative Committee, a Claimants Representative Committee Member may be removed only by order of the court having jurisdiction over the MCC Settlement Trust. Upon any such removal, such removed Claimants Representative Committee Member shall be entitled to any reimbursement and indemnification set forth in this MCC Settlement Trust Agreement which remain due and owing to such Claimants Representative Committee Member at the time of such removal. Such removal shall be effective when a successor Claimants Representative Committee Member has been duly appointed pursuant to this Section 5.4(c).

(c) Appointment of Successor Claimants Representative Committee Member. If a vacancy in the Claimants Representative Committee occurs whether by death or pursuant to Sections 5.4(a) or 5.4(b) above, the remaining Claimants Representative Committee Members shall promptly select a successor and notify the Active Trustee in writing. If for any reason there are no remaining Claimants Representative Committee Members to select successors, three (3) successor Claimants Representative Committee Members shall be selected by the Active Trustee from among the Law Firm Representatives or Qualified Claimants who meet the requirements set forth in Section 5.2 above.

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ARTICLE VI

THE TRUSTEES, CLAIMANTS REPRESENTATIVE COMMITTEE, THE CLAIMS REVIEWER AND THE SECONDARY CLAIMS REVIEWER GENERALLY

6.1 Agreement of Parties to Serve in Their Respective Capacities. The Active Trustee, the Delaware Trustee, each of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer agree to act as the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer respectively, of the MCC Settlement Trust pursuant to the terms of the Master Settlement Agreement and this MCC Settlement Trust Agreement. The Active Trustee, the Delaware Trustee, each of the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall have and shall exercise the rights and powers granted in this MCC Settlement Trust Agreement and the Master Settlement Agreement and shall be charged solely with the performance of the duties declared in this MCC Settlement Trust Agreement and the Master Settlement Agreement on the part of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer respectively. The Active Trustee also agrees to receive and disburse all funds actually received by the Active Trustee constituting part of the MCC Settlement Trust Assets pursuant to the terms of the Master Settlement Agreement and this MCC Settlement Trust Agreement.

6.2 No Implied Duties. The Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall not manage, control, use, sell, dispose, collect or otherwise deal with the MCC Settlement Trust Assets or otherwise take any action hereunder except as expressly provided in this MCC Settlement Trust Agreement and the Master Settlement Agreement, and no implied duties or obligations at law, in equity or otherwise, whatsoever of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall be read into this MCC Settlement Trust Agreement or the Master Settlement Agreement. Except as otherwise expressly provided in this MCC Settlement Trust Agreement, the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall have no duties or obligations under any law, including without limitation, laws or statutes otherwise applicable to trustees or trusts in equity or otherwise.

6.3 Liabilities of MCC Settlement Trust. The MCC Settlement Trust, the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall have no liabilities whatsoever except (a) in accordance with this MCC Settlement Trust Agreement and the Master Settlement Agreement and (b) the obligation to pay and reimburse the Trustees, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer and the officers, employees, professionals,

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agents and representatives of the MCC Settlement Trust in accordance with this MCC Settlement Trust Agreement.

6.4 No Recourse Against the Trustees, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer. No recourse shall ever be had, directly or indirectly, against the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer and the Secondary Claims Reviewer or any of the officers, employees, professionals, agents or representatives of the MCC Settlement Trust, whether by legal, equitable or other proceedings, by virtue of any law, statute, regulation or otherwise, or by virtue of any indebtedness of MCC or the MCC Settlement Trust, it being expressly understood and agreed that all liabilities of the MCC Settlement Trust shall be enforceable only against and be satisfied only out of the MCC Settlement Trust Assets or shall be evidence only of a right to payment out of the MCC Settlement Trust Assets, as the case may be.

6.5 Limitation on Liability. No provision of the Master Settlement Agreement or this MCC Settlement Trust Agreement shall be construed to impose any liability upon the Trustees, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer, the Secondary Claims Reviewer or the officers, employees, professionals, agents or representatives of the Trustees or the MCC Settlement Trust unless it shall be proven that the actions or omissions of such persons or entity constituted willful misconduct in the exercise of, or failure to exercise, any right or power under the Master Settlement Agreement or this MCC Settlement Trust Agreement; provided that notwithstanding anything herein or in the Master Settlement Agreement to the contrary, in no event shall any of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer be liable for the acts, omissions or other conduct, whether negligent or willful, of any of each other.

6.6 Reliance on Certificates or Opinions. In the absence of willful misconduct on the part of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer and the Secondary Claims Reviewer, each of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, each Claimants Representative Committee Member, the Claims Reviewer and the Secondary Claims Reviewer respectively may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any certificates or opinions conforming to the requirements of the Master Settlement Agreement or this MCC Settlement Trust Agreement furnished to one of them by another of them.

6.7 Discretion of the Active Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer. Except as otherwise expressly provided in the Master Settlement Agreement or this MCC Settlement Trust Agreement, the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer, within the limitations and restrictions expressed and imposed in the Master Settlement Agreement and this MCC Settlement Trust Agreement, may act freely under all or any of the rights, powers and authority conferred in the Master Settlement Agreement or this MCC Settlement Trust Agreement in all matters concerning the

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MCC Settlement Trust and the MCC Settlement Trust Assets, after forming their respective business judgment based upon the circumstances of any particular question or situation as to the course to pursue, without the necessity of obtaining the consent or permission or authorization of the Qualified Claimants, MCC or of any official or officer; and the rights, powers and authority conferred on the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer by the Master Settlement Agreement and this MCC Settlement Trust Agreement are conferred in contemplation of such freedom of business judgment and action within the limitations and restrictions so expressed and imposed; provided, however, that the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer shall not be liable for any error of judgment, unless it shall be proved that the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer or the Secondary Claims Reviewer, as the case may be, acted in a manner which constituted willful misconduct.

6.8 Genuineness of Documents. The Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer and the officers, employees, professionals, agents and representatives of the Active Trustee, the Delaware Trustee, the Claimants Representative Committee, the Claimants Representative Committee Members, the Claims Reviewer and the Secondary Claims Reviewer and/or the MCC Settlement Trust may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, objection, order, judgment, decree, or other paper or document reasonably believed by them to be genuine and to have been signed, made, entered or presented by the proper party, parties, official, officials, entity or entities.

6.9 Retention of Professionals. The Active Trustee may consult with legal counsel and with independent public accountants and other professionals or experts. The Active Trustee shall not be liable for any action taken or suffered by him or omitted to be taken by him without willful misconduct in reliance on any opinion or certification of such accountants or in accordance with the advice of such counsel or other professionals or experts, provided that such accountants, counsel and experts were selected and retained in accordance with the Master Settlement Agreement and this MCC Settlement Trust Agreement.

6.10 Reliance on the Active Trustee or the Claimants Representative Committee. No entity dealing with the Active Trustee or the Claimants Representative Committee, or any Claimants Representative Committee Members, or the officers, employees, professionals, agents or representatives of the MCC Settlement Trust shall be obligated to see to the application of any funds, securities, or other property paid or delivered to any of them or the MCC Settlement Trust or to inquire into the expediency or propriety of any transaction or the right, power or authority of the Active Trustee, the Claimants Representative Committee, or any Claimants Representative Committee Members to enter into or consummate any transaction upon such terms as the Active Trustee, the Claimants Representative Committee, or any Claimants Representative Committee Members deem necessary or appropriate. Entities dealing with the Active Trustee, the Claimants Representative Committee, or any Claimants Representative Committee Members, and the officers, employees, professionals, agents or representatives of the MCC Settlement Trust shall

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look only to the MCC Settlement Trust Assets to satisfy any liability incurred by any of them to such entities in carrying out the terms of the Master Settlement Agreement and this MCC Settlement Trust Agreement, and, except as otherwise expressly provided herein, the Active Trustee, the Claimants Representative Committee, each Claimants Representative Committee Member, and the officers, employees, professionals, agents or representatives of the Active Trustee or the MCC Settlement Trust shall have no personal, individual or corporate obligation to satisfy any such liability.

6.11 Indemnification of Trustees and Agents. The MCC Settlement Trust shall indemnify and hold harmless to the full extent of the MCC Settlement Trust Assets any individual or entity who or which is in his or its business judgment required to prosecute or defend any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, whether in a bankruptcy case, proceeding or otherwise, through participation in such bankruptcy case, proceeding or otherwise (including attendance, or having counsel attend, participate in, or monitor any hearing, discovery or other process) or by reason of the fact that such individual or entity is or was a Trustee or the Claimants Representative Committee, a Claimants Representative Committee Member or the Claims Reviewer or the Secondary Claims Reviewer or an officer, employee, professional, agent or representative of a Trustee or the Claimants Representative Committee, any Claimants Representative Committee Member, the Claims Reviewer, the Secondary Claims Reviewer, the MCC Settlement Trust, including, without limitation, any challenge to the structure of the MCC Settlement Trust or any payments made or to be made thereunder from and against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such entity in connection with such action, suit or proceeding, including appeals thereof, if such individual or entity acting without willful misconduct in the exercise and performance of any power or duties of such entity in accordance with the Master Settlement Agreement and this MCC Settlement Trust Agreement.

6.12 Payment of Expenses. Expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding referred to above may be paid by the MCC Settlement Trust in advance of the final disposition of such action, suit or proceeding, upon an undertaking by the appropriate Trustee, a Claimants Representative Committee Member, the Claims Reviewer, the Secondary Claims Reviewer, officer, employee, professional, agent or representative of the MCC Settlement Trust to repay such amount if it shall ultimately be determined that such entity is not entitled to be indemnified.

6.13 Release of the Claimants Representative Committee and the Claimants Representative Committee Members. Each of the MCC Entities and the MCC Settlement Trust hereby release the Claimants Representative Committee and each Claimants Representative Committee Member from any and all activities in connection with negotiation, execution and delivery, but not enforcement, of this MCC Settlement Trust Agreement and the Master Settlement Agreement.

6.14 Release of the MCC Entities and the MCC Settlement Trust. The Claimants Representative Committee and each Claimants Representative Committee Member hereby release the MCC Entities and the MCC Settlement Trust from any and all activities in connection

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with the negotiation, execution and delivery, but not enforcement, of this MCC Settlement Trust Agreement and the Master Settlement Agreement.

ARTICLE VII

TAX PROVISIONS

7.1 Income Tax Status. The Active Trustee is authorized to take any action that may be necessary or appropriate to (i) maximize any potential tax benefit to MCC and the Qualified Claimants and (ii) minimize any potential tax liability of MCC and the Qualified Claimants arising out of the operations of the MCC Settlement Trust. For all federal income tax purposes, consistent valuations shall be used by the MCC Settlement Trust and MCC for the transferred MCC Settlement Trust Assets. The MCC Settlement Trust is intended to be a grantor trust for U.S. federal income tax purposes, and accordingly, MCC shall be treated as the owner of the MCC Settlement Trust Assets for all U.S. federal income tax purposes.

7.2 Tax Returns and Reports. The Active Trustee shall cause to be prepared and timely filed, at the cost and expense of the MCC Settlement Trust, such tax returns with the Internal Revenue Service (and any state or local taxing authorities) as may be required by law by virtue of the existence and operation of the MCC Settlement Trust and shall pay any taxes shown as due thereon. Within the later of forty-five (45) days after the end of each calendar year and forty-five (45) days after receiving a request from a Qualified Claimant, the MCC Settlement Trust shall cause to be prepared and mailed to a Qualified Claimant such tax returns, reports or schedules as may be required by law and such other information as may be reasonably requested by such Qualified Claimant in writing to enable such Qualified Claimant to complete and file his, her, or its federal, state and local income and other tax returns.

7.3 Tax Distributions. The Active Trustee shall, within 120 days of the end of the MCC Settlement Trust’s taxable year, pay to MCC an amount equal to MCC’s direct out-of-pocket tax liability, if any, resulting from taxable income with respect to the MCC Settlement Trust Assets that was not distributed to Qualified Claimants during the taxable year pursuant to the terms of this Agreement after giving effect to all loss carryforwards of MCC determined on a separate company basis so that MCC may pay its federal, state and local income taxes and, without duplication, any amounts due under any tax sharing agreement between MCC and Crane, with respect to such taxable income. For purposes of the preceding sentence, in any taxable year distributions to Qualified Claimants shall be deemed to have been made first from the income of the MCC Settlement Trust for that taxable year (regardless of when distributed).

7.4 Withholding. The MCC Settlement Trust may withhold from the amount distributable from the MCC Settlement Trust at any time such sum or sums as may be sufficient to pay any tax or taxes or other charge or charges which have been or may be imposed on the distributee or upon the MCC Settlement Trust with respect to the amount distributable or to be distributed as required by any income tax law of the United States or any regulation promulgated thereunder, or as required by any state or political subdivision or entity by reason of any distribution.

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7.5 Tax Duties of the Active Trustee. The Active Trustee shall cause a Federal Employer Identification Number (“FEIN”) for the MCC Settlement Trust to be obtained and shall cause annual income tax returns to be filed on behalf of the MCC Settlement Trust on the basis of a December 31 year end. The Active Trustee shall take all steps necessary to ensure that any tax obligations imposed upon the MCC Settlement Trust are paid and otherwise comply with any reporting obligation of the MCC Settlement Trust. To the extent necessary to satisfy this objective, the Active Trustee is hereby authorized, among other things: (1) to obtain a tax identification number for the MCC Settlement Trust; (2) to communicate with the Internal Revenue Service and state and local taxing authorities on behalf of the MCC Settlement Trust; (3) to make payment of taxes on behalf of the MCC Settlement Trust (which taxes will be paid out of the MCC Settlement Trust Assets); and (4) to file all applicable tax returns for the MCC Settlement Trust.

ARTICLE VIII

DISSOLUTION

8.1 Events of Dissolution. The MCC Settlement Trust shall be dissolved upon the earlier to occur of the following:

(a) the determination by the Active Trustee, MCC and the Claimants Representative Committee that there has been performance and completion of all obligations and duties of the MCC Settlement Trust and the Active Trustee under the Master Settlement Agreement and this MCC Settlement Trust Agreement, including, without limitation, the payment in full of all the Qualified Claimants’ Settlement Amounts payable by the MCC Settlement Trust as set forth in the Master Settlement Agreement and this MCC Settlement Trust Agreement;

(b) the distribution of all of the MCC Settlement Trust Assets to the Qualified Claimants as set forth in the Master Settlement Agreement and this MCC Settlement Trust Agreement;

(c) the transfer of the MCC Settlement Trust Assets to a successor trust as provided in a confirmed MCC Plan of Reorganization or other order of a court of competent jurisdiction that provides for a successor trust, preserves the rights of the beneficiaries hereunder and provides for the transfer of the MCC Settlement Trust Assets to such successor trust; and

(d) the twenty-first (21) year anniversary from the Effective Date of this MCC Settlement Trust Agreement.

8.2 Winding Up of the MCC Settlement Trust.

(a) Upon the dissolution of the MCC Settlement Trust pursuant to Section 8.1(a)-(d) above, the Active Trustee, after satisfaction of all liabilities to creditors of the MCC Settlement Trust, shall distribute any remaining MCC Settlement Trust Assets to a trust, pursuant to a confirmed MCC Plan of Reorganization, or as a court of competent jurisdiction may otherwise direct. If no MCC Plan of Reorganization is confirmed and no court otherwise directs payment within twenty-one (21) years from the Effective Date of this MCC Settlement Trust

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Agreement, the Active Trustee shall (i) distribute all remaining MCC Settlement Trust Assets to a charity selected by the Claimants Representative Committee that is qualified under Section 501(c)(3) of the Internal Revenue Code or 1986, as amended; and (ii) promptly take all necessary action to release all liens or other security interests filed with respect to the MCC Trust Assets, including, without limitation, the filing of UCC-3 termination statements.

(b) Upon completion of the winding up of the MCC Settlement Trust’s affairs pursuant to Section 8.1(a) above, a Certificate of Cancellation shall be filed with the Office of the Secretary of State of the State of Delaware, which Certificate of Cancellation shall be executed by the Active Trustee.

ARTICLE IX

GENERAL PROVISIONS

9.1 Interpretation, Headings. Except where the context otherwise requires, words importing the masculine shall include the feminine and the neutral and vice versa, if appropriate; words importing the singular number shall include the plural number and vice versa; and words importing persons shall include partnerships, associations, and corporations. The section headings contained in this MCC Settlement Trust Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this MCC Settlement Trust Agreement.

9.2 Irrevocability. Upon the Effective Date, the MCC Settlement Trust shall be irrevocable by MCC.

9.3 Amendments and Waivers. No modification or amendment of any provision of the MCC Settlement Trust Agreement shall be valid unless the same is in writing and signed by the Active Trustee, MCC and the Claimants Representative Committee and sent to all Notice Parties; provided that the Claimants Representative Committee shall give prompt notice of any amendment or modification to this MCC Settlement Trust Agreement which is material in the Claimants Representative Committee’s business judgment to all beneficiaries hereunder and each such beneficiary’s respective Law Firm Representative in accordance with Section 4.1(c) and 9.7 of the Master Settlement Agreement; and provided further that no amendment shall adversely affect the rights, duties, obligations, liabilities or immunities of the Delaware Trustee without the consent of the Delaware Trustee. No notice of any such modification or amendment shall be required to be given any beneficiary of the MCC Settlement Trust (or his or her representative) if that beneficiary’s Settlement Amount payable by the MCC Settlement Trust pursuant to the Master Settlement Agreement and this MCC Settlement Trust Agreement has been satisfied in full. Without limiting any of the foregoing, neither any failure by any Party to timely deliver anything required or contemplated to be delivered concurrently with this MCC Settlement Trust Agreement or the Master Settlement Agreement, nor any forbearance or failure by any other Party to object to any such omission, shall constitute or be construed as waiving the former Party’s obligation to deliver such item.

9.4 Notices. All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes: (i) if mailed, three (3) calendar days after being

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deposited, postage prepaid, in the United States Mail, and sent via registered or certified mail; (ii) if delivered by express courier, one (1) business day after being delivered to such courier; or (iii) if delivered in person or via facsimile subject to written confirmation of transmission, the same day as the delivery, provided that notices issued to the MCC Settlement Trust shall be deemed received on the date actually received by the MCC Settlement Trust. Notice to the Claimants Representative Committee shall be deemed notice to each and every beneficiary of the MCC Settlement Trust, and the Claimants Representative Committee shall provide actual notice to the beneficiaries in accordance with Section 4.1(b) of the Master Settlement Agreement. Notices shall be addressed as follows:

If to MCC:	With a copy, which shall not constitute notice, to:
MCC Holdings, Inc. 100 First Stamford Place Stamford, Connecticut 06902 Facsimile No.: (203) 363-7350 Attention: Secretary	Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 Facsimile No.: (212) 351-5291 Attention: Richard M. Cieri
If to the Active Trustee:	With a copy, which shall not constitute notice, to:
Mark M. Gleason Gleason & Associates, P.C. 313 Sixth Avenue, Third Floor Pittsburgh, Pennsylvania 15222 Facsimile No.: (412) 391-1192	Campbell & Levine, LLC 1700 Grant Building Pittsburgh, Pennsylvania 15219 Facsimile No.: (412) 261-5066 Attention: Philip E. Milch
If to the Claimants Representative Committee:	With a copy, which shall not constitute notice, to:
Weitz & Luxenberg, P.C. 180 Maiden Lane New York, New York 10038 Facsimile No.: (212) 344-5461 Attention: Perry Weitz AND Cooney & Conway 120 N LaSalle St., # 3000 Chicago, Illinois 60602 Facsimile No.: (312) 236-6166 Attention: John D. Cooney	Stutzman, Bromberg, Esserman & Plifka 2323 Bryan Street, Suite 2200 Dallas, Texas 75201 Facsimile No.: (214) 969-4999 Attention: Sander L. Esserman

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If to the Delaware Trustee:	With a copy, which shall not constitute notice, to:
Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Facsimile No.: (302) 636-4148 Attention: Emmett R. Harmon	_________________________ _________________________ _________________________ Facsimile No.: (___) _______________ Attention: ________________________

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. Counsel to any Party may give notices, requests, demands, claims and other communications hereunder on behalf of such Party.

9.5 Successors and Assigns. This MCC Settlement Trust Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this MCC Settlement Trust Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of each of MCC, the Active Trustee, and the Claimants Representative Committee.

9.6 Entire Agreement. This MCC Settlement Trust Agreement and the Master Settlement Agreement (including the documents, exhibits and attachments referred to herein) contain the complete and entire understanding of the Parties with respect to the subject matter hereof, and no changes shall recognized as valid unless they are made as required by Section 9.3 herein.

9.7 Counterparts. This MCC Settlement Trust Agreement may be executed in one or more counterparts (including by means of facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

9.8 Governing Law. This MCC Settlement Trust Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of law rules), including all matters of construction, validity and performance; provided, however, that there shall not be applicable to the MCC Settlement Trust, the Trustees or this MCC Settlement Trust Agreement, any provisions of the laws (statutory or common) of the State of Delaware, other than the Delaware Act, pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof (i) the filing with any court or governmental body or agency of trustee accounts or schedule of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents, or employees of a trust, (v) the allocation of receipts and expenditures to income and principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees.

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9.9 Severability. Any term or provision of this MCC Settlement Trust Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction, or the validity or the enforceability of the remaining terms and provisions, unless the invalidity or unenforceability of such provision will materially change the purpose or effect of this MCC Settlement Trust Agreement.

9.10 Authority to Execute and Perform. MCC has full right, power and authority to execute and perform this MCC Settlement Trust Agreement and the other agreements and undertakings contemplated herein in all material respects.

9.11 Further Assurances. MCC shall execute, acknowledge, deliver, file and record any and all such writings and take any and all such other actions, as the Active Trustee may consider reasonably necessary, appropriate or helpful in order to further evidence, effectuate, secure and perfect the benefits to be afforded to the Active Trustee and the Qualified Claimants as contemplated in this MCC Settlement Trust Agreement and the Master Settlement Agreement.

* * * * *

(signature pages follow)

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IN WITNESS WHEREOF, the Parties hereto have caused this MCC Settlement Trust Agreement to be duly executed on each of the dates set forth below by their authorized representative as indicated below, but effective for all purposes as of the Effective Date.

MCC HOLDINGS, INC.		CLAIMANTS REPRESENTATIVE COMMITTEE
By:	/s/ Augustus I. duPont	MOTLEY RICE LCC
Name:	Augustus I. duPont
Title:	Vice President	/s/ Joseph Rice
Date: October 21, 2004		By:	Joseph Rice
		Title:	Managing Member
		Date:	10-21-04
		BARON & BUDD, P.C.
		/s/ Russell W. Budd
		By:	Russell W. Budd
		Title:	President
		Date:	10-21-04
		PROVOST & UMPHREY LAW FIRM, L.L.P.
		/s/ Bryan O. Blevins, Jr.
		By:	Bryan O. Blevins, Jr.
		Title:	Partner
		Date:	10-21-04
		KAZAN, MCCLAIN, ABRAMS, FERNANDEZ, LYONS & FARRISE, A PROFESSIONAL LAW CORPORATION
		/s/ Steven Kazan
		By:	Steven Kazan
		Title:	Managing Partner
		Date:	10-21-04
		COONEY & CONWAY
		/s/ John Cooney
		By:	John Cooney
		Title:	Partner
		Date:	10-21-04

S-1

		WEITZ & LUXENBERG, P.C.
		/s/ Perry Weitz
		By:	Perry Weitz
		Title:
		Date:	10-21-04
		WATERS & KRAUS, LLP
		/s/ Peter A. Kraus
		By:	Peter A. Kraus
		Title:	Managing Partner
		Date:	10-21-04
		SILBER PEARLMAN LLP
		/s/ Steven T. Baron
		By:	Steven T. Baron
		Title:	Partner
		Date:	10-21-04
		BERGMAN & FROCKT
		/s/ Matthew Bergman
		By:	Matthew Bergman
		Title:	President
		Date:	10-21-04
MARK M. GLEASON as Active Trustee		WILMINGTON TRUST COMPANY as Delaware Trustee
/s/ Mark M. Gleason
Mark M. Gleason		By:	/s/ Joseph B. Fell
		Name:	Joseph B. Fell
Date:	10-21-04	Title:	Assistant Vice President
		Date:	10-21-04

S-2

SCHEDULE 1

SCHEDULE OF EXHIBITS

Exhibit 1	-	Master Settlement Agreement
Exhibit 2	-	Qualified Claimants
Exhibit 3	-	Investment Guidelines
Exhibit 4	-	Delaware Trustee Fee Agreement
Exhibit 5	-	Certificate of Trust
Exhibit 6	-	Custody Agreement
Exhibit 7	-	Claimants Representative Committee
Exhibit 8	-	Form of Crane Note
Exhibit 9	-	Form of MCC Assignment

Schedule 1

EXHIBIT 1

MASTER SETTLEMENT AGREEMENT

[Separately filed]

1-1

EXHIBIT 2

QUALIFIED CLAIMANTS

[To be attached]

2-1

EXHIBIT 3

INVESTMENT GUIDELINES

I. United States-Direct Obligations (e.g., Treasury Bills, Notes and Bonds). Any United States direct obligation that has a maturity of not more than 2 years from the date of purchase.

II. Government Agencies and Instrumentalities-Direct or Indirect Obligations (e.g., notes issued by the Federal Home Loan Bank and Federal National Mortgage Association). Any government agency or instrumentality direct or indirect obligation that has a maturity of not more than 2 years from the date of purchase.

III. Commercial Paper. Any commercial paper note of a foreign or domestic corporation that has a maturity of not more than six months and that is rated no lower than A-1 by S&P or P-1 by Moody’s.

IV. Medium Term Notes. Any promissory note of a domestic corporation that has a maturity of not more than 2 years from the date of purchase and that is rated not lower than A by S&P or Moody’s.

V. Bank Securities. Any foreign or domestic banker’s acceptance, certificate of deposit, time deposit or note that has a maturity of not more than 1 year from the date of purchase and that is rated no lower than A by Moody’s or S&P.

VI. Municipal Securities. Any issue that includes direct or indirect obligations of any state, county, city or other qualifying entity. A short-term issue may be rated no lower than MIG 1 or SP-1; a long-term issue may be rated no lower than A by S&P or Moody’s. Issues must have a maturity or redemption option of not more than 2 years from the date of purchase.

VII.  Money Market Fund. Any money market fund that has minimum net assets of $500 million and an average portfolio maturity of not more than 180 days.

VIII.  Other (e.g., U.S. dollar asset-backed securities, private placements, U.S. dollar obligations of foreign governments, supra-national organizations, and domestic and foreign corporations). Any other investment that has a maturity of not less than 1 year from the date of purchase and that is rated no lower than A by Moody’s or S&P.

3-1

EXHIBIT 4

DELAWARE TRUSTEE FEE AGREEMENT

[To be attached]

4-1

EXHIBIT 5

CERTIFICATE OF TRUST

[To be attached]

5-1

EXHIBIT 6

CUSTODY AGREEMENT

[To be attached]

6-1

EXHIBIT 7

CLAIMANTS REPRESENTATIVE COMMITTEE

Motley Rice LLC

Baron & Budd, P.C.

Provost & Umphrey Law Firm, L.L.P.

Kazan, McClain, Abrams, Fernandez, Lyons & Farrise, A Professional Law Corporation

Cooney & Conway

Weitz & Luxenberg, P.C.

Waters & Kraus, LLP

Silber Pearlman LLP

Bergman & Frockt

7-1

EXHIBIT 8

FORM OF CRANE NOTE

CRANE CO.

DEMAND NOTE

$270,000,000.00 October 21, 2004

FOR VALUE RECEIVED, CRANE CO., a Delaware corporation (“Crane”), hereby unconditionally promises to pay, ON DEMAND, to the order of MCC Holdings, Inc. (“MCC”), f/k/a Mark Controls Corporation, a Delaware corporation and wholly-owned subsidiary of Crane, or its assignee (the “Holder”), at such place designated in writing at any time by the Holder hereof, the principal sum of Two Hundred and Seventy Million Dollars ($270,000,000.00), together with interest thereon at the rate of 1.77% per annum from the date hereof until paid in full, in lawful money of the United States. This note is a full recourse note and is being issued pursuant to, and subject to the terms of, that certain settlement agreement (the “Master Settlement Agreement”) relating to the settlement of certain asbestos claims against MCC and that certain settlement trust agreement (the “Settlement Trust Agreement”) relating to the administration and payment of claims settled pursuant to the Master Settlement Agreement. Notwithstanding anything in herein to the contrary, the Holder’s right to make demand on amounts owing under this Note shall not be effective until February 23, 2005. Thereafter, the aggregate principal amount outstanding, together with all interest incurred thereon and all other fees and costs, shall be due and payable ON DEMAND and Crane agrees that the Holder may make demand, at any time and from time to time, in the exercise of the Holder’s sole discretion. The Holder’s right to make demand is a continuing right, and acceptance by the Holder of any payment after demand shall not be deemed a waiver of such right to make demand on any other occasion. In case any payment herein provided for shall not be paid when due, Crane promises to pay all costs of collection or enforcement of this Note, including, without limitation, court costs and all reasonable attorney’s fees and expenses incurred or paid by the Holder in enforcing Crane’s obligations hereunder. Amounts owing under this Note may be prepaid, in whole or in part, without the Holder’s prior written consent, at any time.

This Note may not be assigned by Crane without the consent of the Holder and may not be assigned by the Holder without Crane’s consent; provided, however, that nothing herein shall prohibit (1) the assignment of this Note by MCC to the MCC Settlement Trust (as defined in the Settlement Trust Agreement), or the assignment of this Note by the MCC Settlement Trust to MCC, in each case in accordance with the terms of the Settlement Trust Agreement, or (2) the assignment of this Note by MCC or the MCC Settlement Trust to a trust formed pursuant to Section 524(g) of the U.S. Bankruptcy Code (the “Code”) in connection with MCC’s proposed filing of a plan of reorganization under Chapter 11 of the Code, or any trust that is a successor thereto. The remedies of Holder as provided herein shall be cumulative and concurrent with all other remedies provided by law or in equity and may be pursued singly, successively or together at the sole direction of the Holder and may be exercised as often as occasion therefor shall arise. Any waiver or release hereunder shall only be effective as set forth in a written document executed by Holder and then

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Initials

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only to the extent specifically recited therein. A waiver or release with reference to one event shall not be construed as continuing as a bar to or as a waiver or release of any subsequent right, remedy or recourse as to any subsequent event. Crane hereby waives presentment for payment, notice of nonpayment, protest, notice of protest and all other notices, filing of suit and diligence in collecting the amounts due under this Note and agrees that the Holder shall not be required first to initiate any suit or exhaust its remedies against any other person or parties in order to enforce payment of this Note. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. This Note shall be binding on the successors and assigns of Crane. If any terms or provisions of this Note are deemed invalid, the validity of all other terms and provisions hereof shall in no way be affected thereby. This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

[Signature on following page]

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Initials

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IN WITNESS WHEREOF, Crane has executed this Note as of the date written above.

CRANE CO.

By:

Eric C. Fast

President and Chief Executive Officer

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EXHIBIT 9

FORM OF MCC ASSIGNMENT

ASSIGNMENT OF NOTE

FOR VALUE RECEIVED, the undersigned, the original or successor holder under that certain demand note to which this Assignment is affixed (the “Note”), absolutely assigns, transfers, endorses, negotiates, and sets over to and makes payable to the order of the MCC Settlement Trust (as defined below), as assignee, without recourse representation or warranty of any kind, the Note, all principal, interest and other sums due or to become due under the Note, and all other rights of any nature accrued or to accrue under the Note. The “MCC Settlement Trust” means that certain settlement trust established pursuant to that certain MCC Settlement Trust Agreement dated the date hereof by and among MCC Holdings, Inc., f/k/a Mark Controls Corporation, a Delaware corporation, the Trustees (as defined therein) and the Claimants Representative Committee (as defined therein). Notwithstanding the foregoing, the undersigned hereby represents that the undersigned is the lawful holder of the Note, which Note has an outstanding principal balance of $270,000,000.00 and is not subject to any liens, charges or encumbrances.

Dated: As of October 21, 2004.

MCC HOLDINGS, INC., f/k/a MARK CONTROLS CORPORATION
By:
	Name: Augustus I. duPont
	Title: Vice President and Secretary

Crane Co. consents to the foregoing Assignment of Note and confirms that the Note has an outstanding principal balance of $270,000,000.00, that it has not previously prepaid the Note in whole or in part and that it has not consented to any prior assignment of the Note.

CRANE CO.
By:
	Name: Eric C. Fast
	Title: President and Chief Executive Officer

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EX-10.3

Exhibit 10.3

David T. Austern

Future Claimants Representative for

MCC Holdings, Inc. (f/k/a Mark Controls Corporation)

3110 Fairview Park Drive, Suite 200

P.O. Box 12003

Falls Church, Virginia 22042-0683

Telephone (703) 205-0835

Facsimile: (703) 205-6249

Email: dausternn@claimsres.com

October 21, 2004

MCC Holdings, Inc.

100 First Stamford Place

Stamford, CT 06902

Re: MCC Holdings, Inc. (f/k/a/ Mark Controls Corporation) and Its Subsidiaries (collectively, “MCC”)

Gentlemen:

Based upon the information provided to me by MCC and its affiliates and advisors, my own due diligence and the advice of my professionals, I believe that the essential terms of MCC’s proposed Chapter 11 plan of reorganization, as set forth in the attached Term Sheet dated as of October 21, 2004, are fair and equitable to those persons who might in the future assert demands against MCC for damages arising out of asbestos-related personal injuries.

Accordingly, I would support confirmation of a Chapter 11 plan of reorganization embodying such essential terms and such other terms as to which I agree, assuming the existence and continued effectiveness of the settlements embodied in the Master Settlement Agreement and subject to my review and approval of the definitive documentation, including the plan and related agreements and documents, the trust agreement for the proposed 524(g) trust, and the proposed trust distribution procedures.

Very truly yours,

David T. Austern, as

Future Claimants Representative

EXHIBIT D

REORGANIZATION TERM SHEET

TERM SHEET

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES

OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN

ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE

SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE

MCC HOLDINGS, INC., A DELAWARE CORPORATION (F/K/A MARK CONTROLS CORPORATION)

TERM SHEET DATED AS OF OCTOBER 21, 2004 FOR A PROPOSED

CHAPTER 11 PLAN OF REORGANIZATION¹

Overview

Term	Description
Overview…	This term sheet (the “Term Sheet”) describes certain principal terms of a proposed plan of reorganization (the “Plan”) of MCC Holdings, Inc., a Delaware corporation (“MCC” or the “Company”), and its subsidiaries (set forth below). Such terms and conditions described in this Term Sheet will form the basis for a final Plan in a Chapter 11 case (the “MCC Chapter 11 Case”). The agreed to principal terms of the Plan are set forth below.
Proposed Filing Entities…	MCC and its subsidiaries Xomox Corporation, Crane Nuclear, Inc., Crane Pumps & Systems, Inc., Crane Environmental, Inc., and Terminal Manufacturing, Inc. (collectively, the “Debtors”).
Proposed Caption…	In re MCC Holdings, Inc., et al., to be filed in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
Definitions…	“Asbestos Channeling Injunction” means that certain injunction issued to supplement the injunctive effect of the discharge typically given in asbestos-related Chapter 11 cases, the terms of which will be set forth in more detail in the Plan.
	“Asbestos Claim” means a claim or demand of a person (or such person’s representative or estate) for or relating to death, bodily injury, sickness, disease, or other personal injuries to such person caused, or allegedly caused, directly or indirectly, by the presence of, or exposure to, asbestos and arising or allegedly arising, directly or indirectly, from acts or omissions of any of the Debtors or the MCC Entities, including without limitation contribution and indemnity claims (other than contribution or indemnity claims of insurers).
	“Asbestos Claimant” means a person who has an Asbestos Claim.
	“Asbestos Claimants Committee” means any official Asbestos Claimants Committee, if any, that the U.S. Trustee may appoint, pursuant to section 1102 of the Bankruptcy Code, in the MCC Chapter 11 Case.

¹ Capitalized terms not defined herein shall have the meaning ascribed to them in the Master Settlement Agreement or MCC Settlement Trust Agreement.

D-1

Term	Description
	“Asbestos Protected Party” means any of the following: (a) the MCC Indemnified Parties and their current and former representatives; (b) any Entity (as defined in section 101(15) of the Bankruptcy Code) that, pursuant to the Plan or otherwise after the Effective Date, makes a loan to the Debtors, the Reorganized Debtors, any of the Non-Debtor Subsidiaries or the MCC Entities, any of the MCC Indemnified Parties, the MCC Section 524(g) Trust, or to a successor to, or transferee of any of the respective assets of, the Debtors, the Reorganized Debtors, any of the Non-Debtor Subsidiaries or MCC Entities, any of the MCC Indemnified Parties, or the MCC Section 524(g) Trust (but only to the extent that liability is asserted to exist by reason of such Entity’s becoming such a lender or to the extent any pledge of assets made in connection with such a loan is sought to be upset or impaired); (c) Settling Insurance Companies; (d) the Committee Releasees.
	“Avoidance and Other Actions” means any and all avoidance, recovery, subordination or other actions or remedies that may be brought on behalf of the Debtors or their Estates under the Bankruptcy Code or applicable non-bankruptcy law, including, without limitation, actions or remedies under sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code, including, if applicable, any Claims and causes of action in the nature of fraudulent transfer, successor liability, corporate veil piercing, or alter ego-type Claims that arise as a consequence of transactions, events, or circumstances involving or affecting the Debtors (or any of their predecessors) or any of their respective businesses or operations.
	“Committee Releasees” means: (a) each past, present, and future member of the Asbestos Claimants Committee (if appointed); (b) each past, present and future member of the Trust Advisory Committee; (c) each Entity, whether past, present or future, who may be appointed as the Future Claimants Representative; (d) each Entity, whether past, present or future, who may be appointed as the Claimants Representative; (e) each Entity, whether past, present or future, who may be appointed as a member of the Claimant Representatives Committee; (f) each past, present and future member of the Unsecured Creditors Committee (if appointed) and (g) all of the respective past, present and future representatives of each of the foregoing Entities. “Crane” means Crane Co., a Delaware corporation. “Crane Plan Note” means that certain note to be issued on the Effective Date by Crane to the MCC Section 524(g) Trust pursuant to the terms of the Plan, which Crane Plan Note shall have a face amount of $150 million payable over twenty years in equal semi-annual payments plus interest at 6% per annum, which Crane Plan Note shall be secured up to $50 million by the MCC Stock Security Pledge.
	“Crane Stock Contribution” means the number of shares of Crane common stock that, on the Effective Date, Crane shall contribute to Reorganized MCC; provided, however, that (i) the Crane Stock Contribution shall have a fair market value of $70 million based on the average closing price of Crane common stock reported on the New York Stock Exchange Composite Tape for the ten trading days ending on the third trading day prior to the Effective Date; and (ii) the Crane Stock Contribution shall consist of publicly tradable securities, subject to

D-2

Term	Description
	mutually agreed to terms of the Plan and agreements incorporated into the Plan, as well as applicable law.
	“Effective Date” means the effective date of the Plan.
	“Future Claimants Representative” means David Austern, solely in his capacity as such. “Master Settlement Agreement” means a certain Master Settlement Agreement by and among MCC, the Claimants Representative Committee and certain individuals holding Asbestos Claims and certain third parties.
	“Master Settlement Trust Agreement” means that agreement governing the creation of the MCC Settlement Trust in substantially the form attached to the Master Settlement Agreement as Exhibit C.
	“MCC Cash Contribution” means the contribution on the Effective Date of $10 million in cash to the MCC Section 524(g) Trust.
	“MCC Entities” means the Debtor-affiliated Entities identified on Exhibit A attached to this Term Sheet and such additional Entities, if any, upon which the Debtors, Crane, the Future Claimants Representative and the Claimants Representative Committee shall agree.
	“MCC Indemnified Parties” mean (a) the Debtors; (b) each Reorganized Debtor; (c) Crane; (d) each other MCC Entity; (e) each Non-Debtor Subsidiary; (f) all predecessors-in-interest and successors-in-interest to each of the foregoing Entities; (g) all of the respective future affiliates, subsidiaries and representatives of, and successors-in-interests to, each of the foregoing Entities. “MCC Section 524(g) Trust” means that certain trust established in accordance with the Plan, the MCC Section 524(g) Trust Agreement, the Trust Distribution Procedures, and any order confirming the Plan, which shall be established and administered so as to ensure that it satisfies all the requirements for it to be treated as a “Qualified Settlement Fund” as defined in section 468B of the Internal Revenue Code.
	“MCC Section 524(g) Trust Advisory Committee” or “TAC,” as the case may be, means the MCC Section 524(g) Trust Advisory Committee established pursuant to the terms hereof and the MCC Section 524(g) Trust Agreement. “MCC Section 524(g) Trust Agreement” means that certain agreement by and among the Debtors, the Future Claimants Representative, the TAC, and the trustees of the MCC Section 524(g) Trust governing the creation of the MCC Section 524(g) Trust, as it may be amended, supplemented, or modified from time to time.
	“MCC Stock Security Pledge” means Crane’s pledge of Crane’s equity interest in Reorganized MCC to secure the Crane Plan Note; provided, however, that the amount secured by the MCC Stock Security Pledge shall not exceed $50 million and provided further that upon the occurrence of an event of default under the Crane Plan Note, such pledged equity interests shall automatically represent 51% of the voting interests in Reorganized MCC.
	“Non-Debtor Subsidiaries” means, collectively, all subsidiaries of the Debtors that are not Debtors, including, but not limited to, Flow Technology, Inc., and Xomox Sanmar, Ltd., an Indian corporate entity. “Releasing Parties” means the MCC Section 524(g) Trust, the MCC Indemnified Parties, the Committee Releasees and holders of Claims who voted to accept the Plan. “Reorganized Debtors” means, collectively, the Debtors, on and after the Effective Date. “Reorganized MCC” means MCC on or after the Effective Date.
	“Settling Insurance Companies” means insurance companies that potentially provide coverage

D-3

Term	Description
	for Asbestos Claims and that, after the date of this Term Sheet and prior to a date set forth in the Plan, enter into settlement agreements with one or more MCC Entities with respect to such coverage that are sufficiently comprehensive to warrant protection under Section 524(g) of the Bankruptcy Code. “Stub Claim” means the amount of an Asbestos Claim settled pursuant to the Master Settlement Agreement that remains unpaid or unsatisfied pursuant to the Master Settlement Agreement. “Trust Distribution Procedures” means the trust distribution procedures for the MCC Section 524(g) Trust approved by the Future Claimants Representative. “Unsecured Creditors Committee” means the official committee of unsecured creditors, if any, appointed in the MCC Chapter 11 Case by the U.S. Trustee pursuant to section 1102 of the Bankruptcy Code.
Overview of Proposed Economic Terms Related to Asbestos Claims…	The MCC Section 524(g) Trust shall receive, and MCC or Crane, as applicable, shall contribute to the MCC Section 524(g) Trust, in satisfaction of Asbestos Claims, the “MCC Section 524(g) Trust Assets,” which are: (a) The Crane Stock Contribution; (b) The Crane Plan Note; (c) The MCC Cash Contribution; and (d) All assets required to be transferred to the MCC Section 524(g) Trust by the MCC Settlement Trust.
	On the Effective Date, Crane Co. shall: (a) Contribute the Crane Plan Note to the MCC Section 524(g) Trust; (b) Contribute the Crane Stock Contribution to MCC; (c) Execute and deliver the MCC Stock Security Pledge to the MCC Section 524(g) Trust; and (d) Receive 100% of the common stock of Reorganized MCC.
	None of the foregoing contributions to the MCC Section 524(g) Trust shall be deemed to constitute an assignment or conveyance of any rights or obligations with respect to any insurance coverage provided to any MCC Entity.

D-4

Treatment of Asbestos Claims

Term	Description
Overview…	Pursuant to the terms of the Plan, the only impaired Claims are the Asbestos Claims.
Treatment…	All allowed Asbestos Claims shall be determined and paid pursuant to the terms, provisions, and procedures of the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures. Terms applicable to allowed Asbestos Claims will include, among other things, the following: Pursuant to the Trust Distribution Procedures, Asbestos Claims involving Severe Asbestosis or malignancies shall be paid the following amounts: (a) Mesothelioma ($65,000), (b) Lung Cancer 1 (as defined in the Trust Distribution Procedures) and Severe Asbestosis ($16,000), and (c) Other Cancer (as defined in the Trust Distribution Procedures) ($2,300). Asbestos Claimants that do not hold claims involving Severe Asbestosis or malignancies (“Other Asbestos Claimants”) shall not have distribution rights from the MCC Section 524(g) Trust. Such Other Asbestos Claimants, however, shall have the right to register with the MCC Section 524(g) Trust and the statute of limitations applicable to that particular registering claim shall be tolled so that, to the extent such Other Asbestos Claimants develop Mesothelioma, Lung Cancer, Severe Asbestosis, and/or Other Cancer, such claimants will be entitled to submit a claim and, if such claim is allowed by the MCC Section 524(g) Trust, such claimant may receive distributions from the MCC Section 524(g) Trust in accordance with the Plan, the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures. The foregoing documents will include procedures consistent with national norms governing the presentment, processing and approval of such claims.
	Asbestos Claimants that do not hold mesothelioma claims (“Non-Mesothelioma Asbestos Claimants”), however, shall have the right to register with the MCC Section 524(g) Trust and the statue of limitations applicable to that particular registering claim shall be tolled so that, to the extent such Non-Mesothelioma Asbestos Claimants develop one or more higher disease categories, such Claimants will be entitled, in accordance with the Plan, the MCC Section 524(g) Trust Agreement and the Trust Distribution Procedures, to submit one or more claims and, if any such claim is allowed by the MCC Section 524(g) Trust, such Claimants may receive additional distributions from the MCC Section 524(g) Trust.
Asbestos Channeling Injunction…	The Asbestos Channeling Injunction shall: (a) Channel all current and future Asbestos Claims to the MCC Section 524(g) Trust; (b) Enjoin assertion of Asbestos Claims against the Debtors, Reorganized Debtors or Asbestos Protected Parties; (c) Enjoin assertion of insurer contribution and indemnification claims against the Debtors, the Reorganized Debtors, the Asbestos Protected Parties, and the MCC Section 524(g) Trust; and (d) Not prevent Asbestos Claimants from asserting workers’ compensation claims.

D-5

Release Provisions

Release	Provision
Compromise and Settlement…	Customary compromise and settlement provisions between (i) the Debtor and Crane; (ii) the Debtor and the MCC Entities; (iii) Crane and the other MCC Entities; (iv) the Debtor and the Releasing Parties; (v) Crane and third parties; (vi) the MCC Entities and the Releasing Parties; and (vii) each Releasing Party and each other Releasing Party (in each foregoing case to the extent set forth in the third party release).
Debtor Release…	Customary debtor release in which each of the Debtors shall provide a full discharge and release to each Releasing Party and each of their respective representatives, and entry of an order confirming the Plan shall constitute a Rule 9019 approval of the Debtor Release.
Third Party Release…	Customary consensual third party release in which, to the full extent provided by law, the Releasing Parties each shall release each of the MCC Entities, each Releasing Party and each of their respective affiliates and representatives, and entry of an order confirming the Plan shall constitute a Rule 9019 approval of the Third Party Release.
MCC Section 524(g) Trust Release…	Except as otherwise expressly provided in the Plan, the MCC Section 524(g) Trust releases each of the Asbestos Protected Parties and their respective property, to the fullest extent permitted by applicable law, from any and all claims, causes of action, Avoidance and other Actions other than the obligations of the Asbestos Protected Parties under the Plan and related documents.
Limitation on Assumption of Liability Under the Plan…	Except as otherwise expressly provided in the Plan, the Debtors, the Reorganized Debtors, the MCC Entities, the MCC Section 524(g) Trust and the other Asbestos Protected Parties will not assume, agree to perform, pay, or indemnify creditors for any liabilities or obligations of the Debtors or the other MCC Entities.
Limited Indemnification by the Reorganized Debtors…	The Reorganized Debtors shall protect, indemnify and hold harmless each of the Asbestos Protected Parties from and against any and all liabilities relating, whether directly or indirectly, to Asbestos Claims, with a specific exclusion for workers’ compensation claims.
Limited Indemnification by the MCC Section 524(g) Trust…	The MCC Section 524(g) Trust shall protect, indemnify and hold harmless each of the Asbestos Protected Parties (other than the Settling Insurance Companies) from and against any and all Asbestos Claims, with a specific exclusion for workers’ compensation claims. In addition, if an MCC Entity is obligated to defend (and does defend) a Settling Insurance Company against a cause of action on the basis of the Asbestos Channeling Injunction and such MCC Entity is successful in such defense (that is, the Asbestos Channeling Injunction effectively enjoined such cause of action against such Settling Insurance Company), then the MCC Section 524(g) Trust shall indemnify such MCC Entity for the reasonable costs of such defense.
Injunction…	Customary permanent injunction, except for specific carve-outs provided in the Plan, wherein all Entities are permanently enjoined from commencing or continuing in any manner, any suit, action or other proceeding, on account of or respecting any Claim, demand, liability, obligation, debt, right, cause of action, interest or remedy released or to be released pursuant to the Plan or an order confirming the Plan.
Discharge of the Debtors…	Customary discharge of all Debtors.

D-6

Release

Provision

Subordination of Stub Claims

Payment by the MCC Section 524(g) Trust of the Stub Claims is subordinated to payment of future Asbestos Claims, such that the Stub Claims will receive no payment from the MCC Section 524(g) Trust until the payment percentage set by the trustees of the MCC Section 524(g) Trust (the “Payment Percentage”) exceeds 75% (or, in the case of current claimants who received more than 75% and more than the current Payment Percentage of the value of their claim from the MCC Settlement Trust, until the Payment Percentage exceeds the percentage of the value of their claim actually received by such current claimant from the MCC Settlement Trust) (in either case, the “Threshold Percentage”). Payments made in respect of Stub Claims shall be in an amount equal to the value of the related Asbestos Claim (as determined by the MCC Settlement Trust) multiplied by the amount by which the Payment Percentage exceeds the applicable Threshold Percentage.2 Notwithstanding the foregoing, the holder of a Stub Claim may elect to requalify such holder’s entire Asbestos Claim under the Trust Distribution Procedures in which case such holder shall no longer be treated as the holder of a Stub Claim but as the holder of an unliquidated Asbestos Claim. If such holder requalifies its Asbestos Claim under the Trust Distribution Procedures and such claim is allowed, such holder shall be entitled to receive from the MCC Section 524(g) Trust an amount equal to the liquidated value of such claim (as determined by the MCC Section 524(g) Trust) multiplied by the Payment Percentage less the aggregate amount such claimant actually received from the MCC Settlement Trust.

² By way of example, if a current claimant has a $65,000 claim, and has been paid 60% of his/her claim ($39,000), the claimant has a Stub Claim of $26,000 (i.e., 40%). Such Stub Claim will begin to share pro-rata with other claims against the MCC Section 524(g) Trust at such time and to the extent that the Payment Percentage first exceeds 75% (thus, if the Payment Percentage is 80%, then the claimant shall be entitled to recover 5% of the amount of such claim, i.e., $3,250). However, if that current claimant has been paid $55,250 of such claim (i.e., 85%), such current claimant has a Stub Claim of $9,750 and shall not begin to share pro-rata with other claims against the MCC Section 524(g) Trust until the Payment Percentage exceeds 85% (thus, if the Payment Percentage equals 90%, then the claimant shall be entitled to recover 5% of such claim, i.e., $3,250).

D-7

Exhibit A to Term Sheet

ALOYCO VALVE CO.

AZONIX CORPORATION

BARKSDALE, INC.

BARNES PUMPS, INC.

BURKS PUMPS

CHAPMAN CORP.(VALVES FITTINGS MFG)

CHAPMAN VALVE CO.

CHEMPUMP CORP.

COCHRANE INC.

CORVA CORPORATION

CRANE & ORDWAY

CRANE AEROSPACE, INC.

CRANE CO.

CRANE CO. FACILITY - MIDDLETOWN, PA (PART OF NATIONAL U.S.)

CRANE CO. VALVE DIVISION

CRANE CO./HYDROAIRE DIVISION

CRANE CO./LEAR ROMEC DIVISION

CRANE DEMING PUMPS

CRANE ENVIRONMENTAL INC.

CRANE INTERNATIONAL HOLDINGS, INC.

CRANE NUCLEAR, INC.

CRANE OF MINNESOTA

CRANE OVERSEAS LLC

CRANE PLUMBING & HEATING

CRANE PUMPS & SYSTEMS INC.

BURKS PUMPS

DEMING PUMPS

PROSSER PUMPS

WEINMAN PUMPS

BARNES PUMPS

PROCESS SYSTEMS PUMPS

CROWN PUMPS

CRANE RESISTOFLEX

CRANE STOCKHAM VALVES & FITTINGS

CRANE SUPPLY

CRANE SUPPLY COMPANY

CRANE VALVE GROUP

REVO VALVES

MATRYX VALVES

TUFLINE VALVES

ALOYCO VALVES

STOCKHAM VALVES

JENKINS VALVES

SAUNDERS VALVES

D-8

FLOWSEAL VALVES

CENTER LINE VALVES

PACIFIC VALVES

WEDGEPLUG VALVES

DUO-CHEK VALVES

MARLIN VALVES

UNI-CHECK VALVES

NOZ-CHECK VALVES

COMPAC-NOZ VALVES

CRANE VALVE SERVICES

CYCLOTHERM BOILER CO.

CYCLOTHERM CORP.

CYCLOTHERM DIVISION OF U.S. NATIONAL RADIATOR

DIV. OF CRANE CO. HEATING/AC BUSINESS (PART OF THATCHER)

DYNALCO CONTROLS CORPORATION

ELDEC CORPORATION

EMPIRE FOUNDRY

FLOW TECHNOLOGY, INC.

GENERAL TECHNOLOGY CORPORATION

GROTH VALVE REPAIR

HYDRO AIR

HYDRO-AIRE, INC.

INTERPOINT CORPORATION

JENKINS BROS. VALVE CO.

KEMLITE COMPANY, INC.

LASCO COMPOSITES, LP

LASCO MATERIAL, INC.

LASCO PANELS, INC.

MARK CONTROLS CORP.

MARK CONTROLS CORPORATION

MIDWEST INVESTMENT

MIDWEST PIPING & SUPPLY CO.

NATIONAL BOILER

NATIONAL U.S. RADIATOR

PACIFIC STEEL BOILER CO.

PACIFIC VALVES

POWERS PROCESS CONTROLS

POWERS REGULATOR

PROCESS SYSTEMS, INC.

RESISTOFLEX

SEQUENTIA, INC.

SIGNAL TECHNOLOGY CORPORATION

STREAMWARE CORPORATION

SWARTWOUT CO.

SWARTWOUT DIVISION OF CRANE CO.

TERMINAL MANUFACTURING COMPANY

D-9

THATCHER BOILER (FURNACE CO.)

VALVE SYSTEMS & CONTROLS

VENTECH CONTROLS, INC.

WEINMAN PUMP MFG. CO.

XOMOX CORPORATION

D-10

EX-99.1

Exhibit 99.1

Crane Co. NEWS

Media and Investor Relations Inquiries:

Pamela J.S. Styles

Director, Investor Relations

and Corporate Communications

203-363-7352

www.craneco.com

CRANE CO. ANNOUNCES THIRD QUARTER RESULTS AND AGREEMENT IN PRINCIPLE

TO RESOLVE ALL CURRENT AND FUTURE ASBESTOS CLAIMS

Comprehensive Settlement of Asbestos Liability:

• Agreement in principle for comprehensive settlement of asbestos claims reached with attorneys representing a majority of current claimants and an independent representative of future claimants

• When implemented, the settlement would resolve all current and future asbestos claims against the Company

• Agreement in principle to resolve asbestos claims, together with an agreement with the U.S. Environmental Protection Agency related to clean-up of a closed facility, resulted in a non-cash, after-tax charge of $238 million, or $4.04 per share, in the third quarter 2004

Financial Highlights (vs. Third Quarter and Nine-Months YTD 2003):

• Third quarter earnings per share, before the 2004 charge, were $0.56, an increase of 19% compared to $0.47 per share; including the charge, the Company recorded a loss per share of $3.48

• YTD earnings per share, before the 2004 charge, increased 22% to $1.46 per share; YTD loss per share including the charge was $2.56

STAMFORD, CONNECTICUT – October 21, 2004 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered products, reports third quarter 2004 net income, before a non-cash charge, was $33.2 million, or $0.56 per share, compared with net income of $28.1 million, or $0.47 per share, reported in the third quarter 2003. The third quarter 2004 results including the non-cash, after-tax charge of $238 million, or $4.04 per share, was a net loss of $205 million, or loss of $3.48 per share. Crane Co. announced today that it has reached an agreement in principle with attorneys representing a majority of current claimants and an independent representative of future claimants to resolve all

1

current and future asbestos claims against the Company. The Company recorded the non-cash charge during the third quarter for the comprehensive settlement of its asbestos liability. The non-cash, after-tax charge also includes $26 million for environmental cleanup costs which are based on an agreement with the U.S. Environmental Protection Agency on the scope of work for further investigation and remediation for the Company’s Goodyear, Arizona Superfund site. The total charge of $238 million is net of taxes and estimated insurance recoveries.

“This agreement in principle is a milestone event and a significant accomplishment for our Company,” said Crane Co. president and chief executive officer, Eric C. Fast, “because it will resolve all current and future asbestos claims against the Company, which will remove the cloud of uncertainty about asbestos, and allow us to focus fully on building long-term shareholder value. We also reached an agreement with the EPA on a clean-up plan for our Goodyear, Arizona Superfund site. At the same time, our businesses continued to show profit improvement in line with our expectations.”

Commenting on the asbestos settlement, Mr. Fast remarked, “The agreement in principle fulfills the commitment that we made to our shareholders to evaluate all available alternatives for resolving our asbestos liability. Crane Co.’s executive management team and its Board of Directors believe that the steps we are taking are in the best interests of our shareholders, employees, customers, vendors and other stakeholders. The comprehensive settlement and the process of implementation should have minimal impact, if any, on our operations.”

The Company emphasized that there will be no layoffs or changes in management as a result of implementing the settlement, and wages, salaries, benefits and pension plans will not be adversely

2

affected. The Company expects that business with its customers, distributors, joint venture partners, suppliers and other third parties will be conducted consistent with current practices. In addition, management is working with the rating agencies and is committed to the Company remaining investment grade. The Company does not expect to change its dividend policy.

Agreement in Principle for Comprehensive Settlement of Asbestos Liability

The Company has reached an agreement in principle with attorneys representing a majority of current claimants and an independent representative of future claimants to resolve all current and future asbestos claims against the Company. The comprehensive asbestos settlement will have two components: first, a trust for settlement of current asbestos claims; and second, a trust for future claimants, which will be structured and implemented pursuant to Section 524(g) of the U.S. Bankruptcy Code. Enacted by Congress in 1994, Section 524(g) is the only federal legislation that permits a company to resolve its asbestos liability with certainty and finality. This law provides that, with certain requirements, a corporation with asbestos liability may establish a trust to pay future claimants and obtain an injunction requiring any person with an asbestos claim to make that claim against the trust, not against the corporation. As a result, all future claimants will be “channeled” to the trust to seek recovery, and upon confirmation of a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code, this “channeling injunction” becomes final and irrevocable.

Settlement of Current Claims

Under the terms of the settlement with current claimants, the Company will pay $280 million in cash to fund a trust for current asbestos claims (the “Settlement Trust”) for the payment of up to 90% of the agreed value of such current claims. The remaining portion of the agreed value of such current claims

3

will be payable by the trust for future asbestos claims (the “Post-Petition Trust”) administered in connection with the provisions of Chapter 11, as described in more detail below. The Settlement Trust will be funded over the next three to four months and it is expected that settlement payments will be disbursed commencing on or about February 23, 2005. The Company has the right, in the event that an insufficient number of claimants accept the settlement plan or if there is a material change in applicable case law regarding section 524(g) trusts, to terminate the Settlement Trust prior to any payments being made, in which event this settlement would become null and void.

Settlement of Future Claims and Implementation Pursuant to Section 524(g)

With respect to the settlement of future claims, the agreement in principle contemplates a “pre-packaged” filing under Chapter 11 of the U.S. Bankruptcy Code by a Crane Co. subsidiary, MCC Holdings, Inc. (“MCC”) and MCC’s U.S. fluid handling subsidiaries, which is anticipated to occur in March of 2005. Upon final Court approval of a plan of reorganization, the Post-Petition Trust would be funded with $10 million in cash, $70 million in the form of Crane Co. stock or cash, at Crane Co.’s option, and a $150 million twenty-year note from Crane Co. with semi-annual principal payments and interest at 6% per year. The Company note would terminate in the event that federal asbestos legislation transfers the Post-Petition Trust to a federal trust fund.

MCC and all its subsidiaries will continue to operate as Crane Co. subsidiaries both during the Chapter 11 proceedings and upon approval of the plan of reorganization by the Court and subsequent funding of the Post-Petition Trust. The only operations of Crane Co. that will be included in the pre-packaged Chapter 11 filing will be those of MCC that comprise the Company’s U.S. fluid handling businesses, including Crane Valves North America (domestic only), Crane Nuclear (which also does business as

4

Crane Valve Services), Pacific Valves, Resistoflex-Industrial, Xomox Corporation (domestic only), Crane Pumps & Systems (domestic only) and Crane Environmental (formerly Cochrane). During the Chapter 11 proceedings, MCC and the other filing subsidiaries will continue to operate as units of Crane Co. Crane Co. and all of its other businesses not mentioned above, specifically all businesses within the Company’s Aerospace and Electronics Segment, Merchandising Systems Segment, Engineered Materials Segment and Controls Segment, as well as its non-U.S. Fluid Handling businesses, will not be included in the Chapter 11 filing, but would also be protected by the Section 524(g) channeling injunction.

It is expected that MCC will begin soliciting current asbestos claimants for formal approval of the proposed settlement and plan of reorganization in approximately 60 days. As the agreement in principle was reached with attorneys representing a significant majority of current claimants, the Company anticipates that a sufficient number of claimants will accept the plan. With acceptance from at least 75% of the current asbestos claimants, MCC, along with the other filing subsidiaries named above, will file “pre-packaged” Chapter 11 petitions along with a proposed plan of reorganization. MCC will then seek Bankruptcy Court approval of the plan of reorganization, which will incorporate the terms of the comprehensive settlement of asbestos claims. It is anticipated that the Court will approve the plan within 6 to 12 months from the Chapter 11 filing. Upon Court approval of the plan, the Company and MCC will fund the Post-Petition Trust for future claimants, MCC will continue to conduct itself as part of Crane Co. as it did prior to the filing, and all future asbestos claims would be channeled to the Post-Petition Trust. Upon confirmation of the plan of reorganization and the expiration of the applicable period for appeals, the Section 524(g) “channeling injunction” would become a permanent injunction.

5

Crane Co. assured that the pre-packaged Chapter 11 filing would have no adverse impact upon the Company’s creditors or employees. Other than asbestos claims, all obligations of MCC and the other filing entities, as well as all other units of Crane Co., will be satisfied in accordance with contractual commitments and applicable law. With respect to the filing subsidiaries, upon the filing, MCC will ask the Court to allow the filing subsidiaries to continue to pay all suppliers in full on normal terms, as well as to pay all employee wages, salaries and benefits, without interruption. Crane Co. anticipates that those requests will be granted; however, if for some reason the Court does not grant MCC’s requests, Crane Co. will pay in full on normal terms all supplier obligations of MCC and the other filing subsidiaries, and all wages, salaries and benefits owed to the employees of MCC and the other filing subsidiaries.

Conditions to Comprehensive Settlement

The comprehensive settlement is subject to, among other things, execution of settlement agreements with additional representatives for current claimants, acceptance of a plan of reorganization by current claimants and the representative of future claimants, no material change in case law governing 524(g) trusts and Court approval.

Environmental Costs

The Company recorded a pre-tax charge of $40 million in the third quarter 2004 for the estimated costs through 2014 of further environmental investigation and remediation at its closed facility in Goodyear, Arizona. After extensive negotiations regarding the scope of work to be undertaken at this site, the Company estimated the further investigation and remediation costs at the site based upon the work plan agreed with the EPA in September. This agreement is expected to be incorporated into a consent decree between the Company and the EPA in the near future. Former operations at this site by a Crane

6

Co. subsidiary included the manufacturing of compounds for explosives and munitions used as components for critical military programs for the U.S. Government under contracts with the Department of Defense and other government agencies and certain of their prime contractors. The site was operational from 1962 until site closure in 1993. Subsequent to site closure, the Company implemented its previously designed soil and groundwater remediation systems. As previously disclosed, the Company has asserted claims against the U.S. Department of Defense and Department of Energy for reimbursement of past costs and contribution to future costs. These claims are not resolved at the present time.

Financial Details of Charge for Asbestos Settlement and Environmental Costs

The aggregate charge in the third quarter 2004 is based on a gross settlement cost of $510 million, partly offset by anticipated insurance recoveries of $153 million (using a 30% recovery assumption) and existing reserves of $103 million. The inclusion of additional costs of $68 million, for asbestos-related settlement and defense costs and professional fees and expenses, resulted in a total pre-tax, non-cash asbestos charge in the third quarter 2004 of $322 million. After including the pre-tax charge of $40 million for environmental costs and anticipated tax benefits of $124 million, the total after-tax charge was $238 million, or $4.04 per share.

The Company has received a commitment from JPMorgan to underwrite and arrange $450 million in new credit facilities that will fund the settlement and provide ongoing liquidity. The Company has also obtained a waiver from its existing credit facility syndicate that provides interim liquidity until such time as the new credit facilities are expected to be in place.

The Company expects that borrowings under these facilities will be used to fund the $280 million Settlement Trust for current asbestos claims and that such borrowings will be paid off in approximately two years through a combination of cash flow generated from operations and reduced taxes resulting

7

from the non-cash charge. To be conservative, the Company has assumed no cash flow benefit from insurance reimbursements during the next two years. The Post-Petition Trust, which is anticipated to be funded in mid-2006, will be funded with a combination of cash, notes and/or stock, giving the Company financial flexibility to maintain its investment grade credit rating. The Company expects that it will continue to pay its normal quarterly dividend and to make capital investments in accordance with past practices.

The Company is retaining its rights under applicable insurance policies and has initiated discussions with a number of its insurers regarding their participation in the comprehensive settlement. The Company anticipates recovering approximately 30% of the aggregate settlement amount, depending on the timing and terms of insurer reimbursements.

Third Quarter 2004 Operating Results, Excluding Asbestos and Environmental Charge

All comparisons below reference the third quarter 2004 versus the third quarter 2003 (“prior year”), unless otherwise specified. Additionally, discussions of operating profit below refer exclusively to operating profit before the third quarter 2004 non-cash, asbestos-related and environmental charge.

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	477.3		$	425.3		$	52.0	12	%
Operating Profit	$	50.6		$	44.8		$	5.8	13	%
Profit Margin		10.6	%		10.5	%

The sales increase of $52.0 million, or 12%, included incremental sales from core businesses of $25.6 million (6%), from acquisitions of $14.8 million (3%) and from favorable foreign currency translation of $11.6 million (3%). Continued market strengthening resulted in new order increases across most of the Company’s businesses compared with the prior year. The increase in operating profit reflected improvement in four of the five segments and even results in Engineered Materials. Operating profit

8

margin was 10.6%, as continued margin improvement in the Fluid Handling, Merchandising Systems and Controls segments was offset by slight declines in the Aerospace and Electronics and Engineered Materials segments.

Order backlog at September 30, 2004 totaled $572.4 million, up slightly from backlog of $565.9 million at June 30, 2004.

Financial Position

During the third quarter of 2004, the Company generated $40.7 million in cash flow from operating activities before asbestos-related payments as compared to $40.1 million last year. Funds were used to reduce borrowings by $31.2 million, invest $4.8 million in capital expenditures and pay $5.9 million in dividends to shareholders. The Company also paid $6.7 million of asbestos-related fees and costs. The Company did not repurchase shares during the third quarter 2004, but year-to-date has invested a total of $42.7 million to repurchase 1,388,100 shares and has invested $50 million for two acquisitions. At September 30, 2004, net debt to capital was 34.5% including the third quarter 2004 charge for asbestos and environmental, or 27.2% before the charge, compared with 29.6% at June 30, 2004.

Segment Results

Aerospace & Electronics

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	127.1		$	110.8		$	16.3	15	%
Operating Profit	$	23.6		$	22.7		$	0.9	4	%
Profit Margin		18.5	%		20.5	%

9

The third quarter 2004 sales increase included $9.2 million of incremental sales from P.L. Porter, acquired in late January 2004, and $7.1 million from core businesses. Core business sales grew 6% reflecting improved OEM demand. Improved margins in the Aerospace Group were largely offset by a decline in the Electronics Group performance.

Aerospace Group sales of $78.8 million increased $21.5 million, or 37%, from $57.4 million in the prior year. Sales increased $12.3 million, or 21%, from core business growth driven by increased OEM delivery rates for both the commercial and military markets and higher military aftermarket sales, and $9.2 million, or 16%, from the P.L. Porter acquisition. Total Aerospace Group operating profit increased 45%. Operating profit margin improved over the prior year driven by the higher mix of military aftermarket and favorable absorption on the strong OEM demand partially offset by lower P.L. Porter margins.

Electronics Group sales of $48.5 million declined 10% with lower shipments to both the commercial and military markets. Operating profit was down 41% and margins declined, reflecting reduced volume due to technical and production throughput issues in certain of its operations, and a temporary facility shutdown at Fort Walton Beach, Florida caused by the recent hurricanes.

The Aerospace & Electronics Segment backlog was $355.6 million at September 30, 2004, a $2.5 million, or 1%, increase compared with $353.1 million at June 30, 2004.

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Engineered Materials

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	69.9		$	64.3		$	5.6	9	%
Operating Profit	$	13.3		$	13.3			—	—
Profit Margin		19.0	%		20.7	%

The third quarter sales increase reflects continued strong demand for fiberglass-reinforced panels, primarily for the truck trailer and recreational vehicle markets, although at a slower rate of increase than in the first half of 2004, and favorable impacts from third quarter price increases in certain markets. Operating profit was flat, despite the higher volume, as the impact of higher resin and styrene costs were not yet fully offset by price increases. Additional price increases are planned in the fourth quarter and into 2005.

Merchandising Systems

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	44.1		$	40.4		$	3.7	9	%
Operating Profit	$	4.2		$	2.1		$	2.1	100	%
Profit Margin		9.5	%		5.1	%

Sales increased $3.7 million, or 9% of which $1.8 million, or 4%, reflected favorable foreign currency translation. Markets remained weak but stable, with some encouraging signs in Europe. Operating profit doubled compared with the prior year, as a result of the volume increase and the benefits of prior workforce reductions and other cost efficiencies at both Crane Merchandising Systems (“CMS”) and National Rejectors (“NRI”). Sales and operating profit improvements were shared evenly between CMS and NRI.

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Fluid Handling

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	217.7		$	194.1		$	23.6	12	%
Operating Profit	$	15.8		$	11.4		$	4.4	39	%
Profit Margin		7.3	%		5.9	%

The total segment third quarter sales increase of $23.6 million includes $8.9 million, or 4%, from favorable foreign currency translation, $5.6 million, or 3%, of incremental sales from the Hattersley brand acquired in January 2004, and core business sales increased $9.1 million, or 5%. This segment experienced a 39% operating profit improvement from higher volumes on strengthening market demand in the chemical processing industry (“CPI”) and the benefit of prior year facility consolidations which were partially offset by material cost increases.

Valve Group sales of $110.6 million increased $7.1 million, or 7%, from $103.5 million in the prior year, including $4.1 million, or 4%, from favorable foreign currency translation and the remaining $3 million, or 3%, reflecting increased shipments to the industrial chemical process markets. Economic recovery continued with signs of strengthening from the core CPI market. Valve Group operating profit declined 12% during the third quarter as a result of supply chain disruptions, poor performance in its marine valve business and large material cost increases.

Crane Ltd. sales of $32.9 million increased $7.7 million, or 31%, from $25.2 million in the prior year. Sales increased $5.6 million from the Hattersley valve brand, acquired in January 2004. Demand continued to be weak within the core commodity valve product lines in the domestic U.K. market. Margins remained depressed, impacted by product availability issues and higher material costs although they were helped by reduced benefit costs.

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Crane Pumps & Systems sales of $25.5 million increased from $24.7 million in the prior year and operating profit margins were approximately 11% in the third quarter 2004.

Crane Supply sales of $36.0 million increased $7.0 million, or 24%, from $29.0 million in the prior year driven by significant growth in core product sales of pipe, valve and fittings. Industrial maintenance, repair and overhaul (“MRO”), commercial construction, petrochemical and mining industry demand across Canada remained strong. Operating profit margin increased strongly to over 10% from 8.4%.

Resistoflex-Industrial sales of $11.0 million increased $1.1 million, or 12%, from the prior year as improving conditions in the chemical process industry have strengthened MRO and small project demand. Operating profit increased to $1.3 million from an operating loss in the prior year as a result of higher shipments, the absence of the 2003 cost for a plant consolidation and improved price realization. Operating profit margin was over 10% in the third quarter 2004.

The Fluid Handling Segment backlog was $176.7 million at September 30, 2004, a $4.6 million, or 3%, improvement compared with $172.1 million at June 30, 2004.

Controls

	Third Quarter
(dollars in millions)	2004			2003			Change
Sales	$	18.7		$	15.8		$	2.9	19	%
Operating Profit	$	1.7		$	1.1		$	.6	49	%
Profit Margin		9.0	%		7.2	%

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Sales and operating profit improvements were driven by increased demand across all of this segment’s key end markets, most particularly in fluid power, oil and gas exploration, gathering and transmission, as higher global oil prices and increased rig counts drove the industry’s capital spending in the quarter.

Outlook for Fourth Quarter and Full Year 2004

The Company expects fourth quarter 2004 earnings share from operations to be in the range of $0.49 to $0.54 per share. On a pre-charge basis, management has tightened the full year 2004 earnings per share guidance for earnings from operations to $1.95 to $2.00 per share versus previous guidance of $1.90 to $2.05 per share. Including the charge ($4.02 on a full year earnings per share basis), earnings are expected to be a per share loss of $2.02 to $2.07 for the full year 2004.

Improved market OEM and MRO demand is benefiting the Aerospace and Electronics, Fluid Handling, Engineered Materials and Controls segments. Higher raw material costs, which are mostly impacting Engineered Materials, Fluid Handling and Merchandising Systems, are being partially offset with price increases with varying time lags involved. Assuming stable operating costs management believes additional price increases will be required in the fourth quarter and into 2005 to offset higher raw material costs.

Full year cash flow from operating activities before asbestos payments is expected to be approximately $160 million versus $170 million in 2003. Asbestos related payments, excluding funding of the Settlement Trust, are projected at $30 million ($18.3 million year-to-date September 30, 2004), up substantially from $7.9 million in 2003. The Company expects to invest $20 million for capital expenditures and to pay out $24 million in dividends for the full year 2004. Reflecting the substantial increase in asbestos related payments and operating working capital requirements to support higher sales, free cash flow (after asbestos, capital expenditures and dividends) is expected to be in the range of $80-90 million versus previous guidance of $90-110 million.

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The Company has furnished the text of this press release to the Securities and Exchange Commission on Form 8-K, which includes additional information concerning the comprehensive asbestos settlement as well as updated information through September 30, 2004 with respect to the Company’s asbestos liability. The Form 8-K also includes information with respect to the Company’s Superfund site in Goodyear, Arizona.

Conference Call

The Company has scheduled a conference call to discuss the third quarter’s financial results and the non-cash charge for the comprehensive settlement of its asbestos liability and the agreement with the EPA on Friday, October 22^nd, 2004 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. There will also be a slide presentation available on the Company’s website, which management will use during its prepared remarks at the beginning of its conference call. An archived webcast will be available to replay this conference call directly from the Company’s website. A telephone replay of this conference call will also be available for 5 days, beginning at 1:00pm (Eastern) on October 22^nd, and may be accessed by dialing 719-457-0820 or 888-203-1112, passcode – 980534.

For more information regarding the asbestos settlement, please visit the Crane Co. web site, www.craneco.com. The Company has also established a toll free information line to answer any questions regarding the asbestos settlement. The information line can be reached at 866-881-2560.

Crane Co. is a diversified manufacturer of engineered industrial products. Crane Co. is traded on the New York Stock Exchange (NYSE:CR).

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This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements present management’s expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any statements contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and subsequent reports filed with the Securities and Exchange Commission.

(Financial Tables Follow)

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EX-99.2

Exhibit 99.2

Crane Co.

Comprehensive Settlement of Asbestos Liability

October 21, 2004

1

Forward-Looking Statements

Disclaimer

This presentation includes forward-looking statements that are by their very nature uncertain. There can be no guarantee that any forward-looking statement will be fulfilled. The Company assumes no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements. Reference is made to the Company’s Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission for additional information involving known and unknown risks, uncertainties and other factors. Please also refer to the full forward-looking statements disclaimer contained in the Company’s Form 10-K and subsequent reports filed with the Securities and Exchange Commission.

2

Comprehensive Settlement

Agreement in Principle to Resolve all Current and Future Asbestos Claims Against the Company

Attorneys representing majority of current claimants

Independent representative of future claimants

Charge of $238MM or $4.04 per share

No Change in Business Operations or Relationships with Customers and Suppliers

All Financing Committed

Bank credit facility increased from $300MM to $450MM

3

Background

Dramatic Escalation in Rate of Claims, Legal Defense & Settlement Costs

Federal Legislation Unavailable and Uncertain

Commitment to Shareholders

“The Company continues to explore all feasible alternatives available to resolve its asbestos liability in a manner consistent with the best interest of the Company’s shareholders”

Form 8-K filed by the Company on July 22, 2004

Crane Co. Objectives

Remove asbestos uncertainty discount on Crane Co. valuation

Address asbestos with finality

Focus fully on profitable growth

4

Background

Dramatic Escalation in Claims and Legal Defense & Settlement Costs

Claims Outstanding (thousands)

90 80 70 60 50 40 30 20 10 0

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

as of 9/30/04

$90 $80 $70 $60 $50 $40 $30 $20 $10 $0

Cumulative Costs ($Millions)

Claims Outstanding Cumulative Costs

5

Background

Dramatic Escalation of Claims and Legal Defense & Settlement Costs

($ in Millions) Year 9 Month YTD

2001 2002 2003 ‘04 v. ‘03

Gross Settlement Costs (1) $0.8 $7.3 $11.9 $14.3 $7.8

Gross Defense Costs (1) $2.3 $4.8 $9.2 $18.0 $7.1

Total Costs (pre-tax) $3.1 $12.1 $21.1 $32.3 $14.9

(1) Before insurance recoveries & tax effects

6

Background

Crane Never Manufactured Asbestos

Certain of its valves, pumps and boilers contained gaskets, packing and seals manufactured by others with asbestos material

Insurance Recoveries Approximately 40% of Settlement & Defense Costs

Current Company Reserve to 2007

Increased to $200MM gross with charge at year-end 2002

$162MM remaining as of September 30, 2004 (pre-insurance)

7

Background

Cloud of Uncertainty in Crane Co. Valuation from Asbestos Noted by Wall Street Equity Analysts in Independent Risk Assessments:

“A central issue for investors is Crane’s exposure to asbestos litigation that overhangs a fundamentally sound manufacturing business. The current share price implies investors are attributing a $8-$10/share discount due to the asbestos liability. This is at the higher end of the $3-10/share range that we estimate. In the absence of asbestos liabilities, our valuation suggests the stock is undervalued.”

Ronald J. Epstein, Merrill Lynch – August 27, 2004

“We believe asbestos represents a significant risk at Crane and we think is the primary reason the stock trades at a 15% discount to its peer group based on 2005E

P/E; the discount is even higher based on 2004 P/E at 24%.”

Curt Woodworth, JP Morgan – July 26, 2004

“Asbestos issues continued to plague quarterly results and the outlook for asbestos-related expenses rose 95% year over year to $21 million. Overall, asbestos remains a dark cloud hanging over the company, especially given that the pace of new claims appears to be accelerating in 1H04 when claims rose 10% from the end of 2003.”

David Smith, Citigroup Smith Barney – July 25, 2004

The above quotes do not constitute adoption by Crane Co. of the reports from which they were taken.

8

Comprehensive Settlement

Two Components of Agreement in Principle

Settlement Trust ® Current Asbestos Claims

524(g) Post-Petition Trust ® Future Asbestos Claims

Federal Legislation (Section 524(g) of Bankruptcy Code)

Enacted by Congress in 1994

Specifically designed to permanently resolve asbestos liability

Provides that a company with asbestos exposure a) May establish a trust for all future claimants b) Obtain an injunction so all future claimants are “channeled to trust” c) Requires court confirmation

9

Agreement in Principle

Two Components to Agreement

Master Settlement Agreement (“MSA”) ® Current Claimants $280 MM cash paid into Settlement Trust

Paid on conclusion of solicitation of current claimants

Trust disbursement amounts to be based on settlement values consistent with historical settlement practices of the Company

524(g) Post-Petition Trust ® Future Claimants $10 MM cash

70 MM stock or cash

150 MM 20-year 6% note $230MM total

Trust to be funded upon plan of reorganization approved by Bankruptcy Court

Trust disbursements for claimants with malignancies only

10

Comprehensive Settlement

MCC and Subsidiaries File Pre-Packaged Plan of Reorganization

Consists of U.S. fluid handling businesses only

Represents 11% of Crane Co. operating profit

Crane Co. Not Included in Prepackaged Bankruptcy Filing

All operations of filing entities continue to operate as subsidiaries of Crane Co. both during and after emergence from bankruptcy

Insurance

Crane Co. retains insurance

coverage

Expect to recover 30% of settlement costs from insurance reimbursements

Insurance reimbursements expected to begin in 2007

Business Operations of MCC and Crane Co.

No management changes or layoffs related to the settlement

All non-asbestos creditors, including all suppliers, paid 100% on current contractual terms

Crane Co. has committed to provide a working capital facility to MCC in the range of $20-$25MM

Business with customers, distributors, j.v. partners, all third parties conducted consistent with current practices

11

Identification of Filing Entities

Percent of Total Crane Co. 2003 Sales and Operating Profit

(on a pro forma basis)

524(g) filing entities – all U.S. fluid handling businesses:

MCC Holdings, Inc.—Parent

Crane Valves North America (domestic only)

Crane Valve Services Pacific Valves

Resistoflex-Industrial Xomox Corporation (domestic only)

Crane Pumps & Systems (domestic only)

Crane Environmental

Non-Filing Entities 80%

MCC Holdings, Inc Filing Entities 20%

$1.6 billion Sales

Non-Filing Entities 89%

MCC Holdings, Inc.—Filing Entities 11%

$169 million Operating Profit

12

524(g) Pre-Pack Process for MCC Holdings, Inc.

10/21/04

Announcement of Agreement in Principle

-Majority of Current Claimants - -Independent Rep for Future Claimants

3/05*

“Pre-Pack” Chapter 11 Filing

MSA for Current Claimants for Settlement Trust: $280 MM Cash

6/06*

Court Approval of Plan

Post-Petition Trust for Future Claimants: $10 MM Cash

70 MM Stock or Cash

$150 MM Note

$230 MM Total

* Dates for illustration only

13

Financing In Place

The Company has received a commitment from JPMorgan to underwrite and arrange $450 million in new credit facilities that will fund the settlement and provide ongoing liquidity.

$300 MM revolving facility extended through 2009

150 MM term loan for 5 years $450 MM total

Crane Co. expects to remain investment grade

Additional annual after-tax interest cost first year approximately 10¢/share, declining thereafter

Company retains its current dividend policy

14

Financing in Place

Business as Usual for Company’s Suppliers and Customers

All Suppliers Will Continue to be Paid in Full and on Contractual Terms

Full Resources of Crane Co. are Committed to Stand Behind MCC

Upon the Chapter 11 filing, MCC will seek Court ratification for continuation of normal payment terms with suppliers of the filing subsidiaries

Expect request to be granted

If not granted by the Court, Crane Co. has committed to guarantee the payment of all supplier obligations of the filing subsidiaries in accordance with normal payment terms

15

Comprehensive Settlement Cash Sources –

Illustrative Purposes Only

In $ Millions

Total

Asbestos-Related Payments

Comprehensive Asbestos Settlement ($510)

Other Asbestos-Related Payments (1) (68)

Net ($578)

Funding

Expected Tax Benefit (2) $201

Expected Insurance Recoveries 153

From Operating Cash Flow 154

Crane Stock Issuance (3) 70

Total $578

(1) Settlement and defense costs and professional fees and expenses

(2) A portion of these tax benefits were previously reflected in the Company’s income statement when portions of the current reserve were established. The balance ($122 million) is being reflected in the third quarter 2004 income statement.

(3) Crane has option to fund $70 MM in stock and/or cash

16

Comprehensive Settlement Cash Flows

Committed Financing in Place

Includes ample unused liquidity

$450MM of facilities

Borrowings peak at approximately $300MM in 2005

Focus on Rapid Recovery to Existing Credit Profile

Returns to existing leverage statistics in 2006

Settlement Trust funding ($280 million) repaid in two years

Insurance reimbursements expected to begin in 2007

17

Environmental Settlement

Phoenix/Goodyear, AZ Site Manufactured Compounds for Munitions

Site operated by UniDynamics Corporation, acquired by Crane in 1985

Customers primarily U.S. Government: DOD and DOE

Materials and equipment used in manufacturing were U.S. Government owned or specified

Investigation and Clean-Up Activities

1990-1994: Crane Co. performed design studies and implemented remediation

1994-2001: Active remediation of identified solvents

2001: Additional contaminant perchlorate identified

2003-2004: Crane Co. asserted claim against DOD/DOE for reimbursement and contribution for clean-up costs. Ongoing negotiations.

2004: EPA filed suit for $2.8 million of oversight costs

Crane Co. now has an agreement with the EPA on work plan for remediation

Known Costs

Crane Co. incurred testing and clean-up costs to-date $24MM

Future estimated costs to 2014 $40MM*

Total 3Q’04 Charge for Future Costs

*The $40MM charge does not reflect any potential cost recovery from DOD/DOE

18

Calculation of Charge

( in $ millions, except per share) 2004

Gross Asbestos Settlement $510

Less: Anticipated Insurance (153)

Net Reserve Required 357

Less: Existing Reserves, Net of Insurance (1) (103)

Addition to Reserve 254

Other Asbestos Related Costs (2) 68

Total Additional Reserve 322

Environmental Reserve 40

Total Additional Reserve 362

Tax Benefit (124)

After-Tax Impact (Net P&L) $238

Per Share Impact (3Q2004) $4.04

Per Share Impact (FY2004) $4.02

(1) Existing net reserve of $103 million = $162 million estimated settlements less $59 estimated insurance recoveries

(2) Includes settlement and defense costs, and professional fees and expenses

19

Settlement Highlights

Positive News for Our Shareholders, Employees, Customers and Suppliers

Removes “Cloud of Uncertainty” so that We Can Move Forward and Focus Fully on Profitable Growth, Without the Distraction of an Uncertain Asbestos Liability

Business As Usual for All Crane Co. Entities Throughout the Process

No management changes

No employee layoffs related to the settlement

Suppliers to be paid in full in accordance with normal terms

Business as usual with customers

20

Questions & Answers

For additional information, including all public disclosure documents pertaining to the proposed asbestos settlement, please refer to the Investor Relations portion of our company website www.craneco.com.

21

EX-99.3

Exhibit 99.3

CRANE CO.

Consolidated Income Statement Data

(in thousands, except per share data)

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2004			2003			2004			2003
Net Sales:
Aerospace & Electronics	$	127,144		$	110,778		$	372,857		$	302,224
Engineered Materials		69,913			64,317			213,244			185,481
Merchandising Systems		44,078			40,396			126,119			117,872
Fluid Handling		217,652			194,101			639,430			555,381
Controls		18,737			15,766			53,435			46,991
Intersegment Elimination		(204	)		(67	)		(353	)		(215	)
Total Net Sales	$	477,320		$	425,291		$	1,404,732		$	1,207,734
Operating Profit:
Aerospace & Electronics	$	23,574		$	22,655		$	67,722		$	62,804
Engineered Materials		13,283			13,295			44,596			37,933
Merchandising Systems		4,170			2,064			7,765			1,269
Fluid Handling		15,844			11,444			39,493			32,566
Controls		1,688			1,136			3,815			2,519
Corporate		(7,928	)		(5,824	)		(23,328	)		(21,232	)
Operating Profit before Charge		50,631			44,770			140,063			115,859
Asbestos and Environmental Charge		(361,813	)		—			(361,813	)		—
Total Operating (Loss) Profit		(311,182	)		44,770			(221,750	)		115,859
Interest Income		855			226			1,244			725
Interest Expense		(5,819	)		(4,916	)		(18,047	)		(13,000	)
Miscellaneous - Net		118			(212	)		(63	)		(1,210	)
(Loss) Income Before Income Taxes		(316,028	)		39,868			(238,616	)		102,374
(Benefit) Provision for Income Taxes		(110,822	)		11,734			(86,824	)		31,736
Net (Loss) Income	$	(205,206	)	$	28,134		$	(151,792	)	$	70,638
Basic & Diluted Share Data:
Net (Loss) Income	$	(3.48	)	$	0.47		$	(2.56	)	$	1.19
Average Diluted Shares Outstanding		59,004			59,723			59,279			59,542
Average Basic Shares Outstanding		59,004			59,305			59,279			59,338
Supplemental Data:
Cost of Sales	$	687,863		$	288,949		$	1,318,137		$	820,580
Selling, General & Administrative		100,639			91,572			308,345			271,295
Depreciation and Amortization *		13,355			13,485			41,984			38,697

* Amount included within cost of sales and selling, general & administrative costs.

CRANE CO.

Condensed Consolidated Balance Sheets

(in thousands)

	Sept 30, 2004		December 31, 2003
ASSETS
Current Assets
Cash and Cash Equivalents	$	32,199	$	142,518
Accounts Receivable		293,678		248,492
Inventories		278,682		235,431
Other Current Assets		150,195		35,335
Total Current Assets		754,754		661,776
Property, Plant and Equipment		287,340		302,638
Other Assets		426,275		311,123
Goodwill		569,559		536,239
Total Assets	$	2,037,928	$	1,811,776
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current Maturities of Long-Term Debt	$	8	$	100,275
Loans Payable		44,100		—
Accounts Payable		146,606		116,885
Accrued Liabilities		509,757		171,438
Income Taxes		48,814		29,976
Total Current Liabilities		749,285		418,574
Long-Term Debt		296,400		295,861
Deferred Income Taxes		58,952		57,738
Postretirement, Pension and Other Liabilities		347,910		253,352
Common Shareholders’ Equity		585,381		786,251
Total Liabilities and Shareholders’ Equity	$	2,037,928	$	1,811,776

CRANE CO.

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,
	2004			2003			2004			2003
Operating Activities:
Net (loss) income	$	(205,206	)	$	28,134		($	151,792	)	$	70,638
Charge for asbestos and environmental - net of tax		238,384			—			238,384			—
Income from joint venture		(1,060	)		(783	)		(2,728	)		(2,318	)
Depreciation and amortization		13,355			13,485			41,984			38,697
Cash (used for) provided by operating working capital		(1,943	)		402			(39,049	)		(5,819	)
Other		(2,792	)		(1,108	)		(4,090	)		(3,518	)
Subtotal		40,738			40,130			82,709			97,680
Payments for asbestos-related fees and costs		(6,730	)		(2,275	)		(18,336	)		(6,247	)
Total provided from operating activities		34,008			37,855			64,373			91,433
Investing Activities:
Capital expenditures		(4,750	)		(7,383	)		(15,652	)		(20,473	)
Proceeds from disposition of capital assets		111			2,765			906			3,676
Payments for acquisitions, net		673			—			(49,957	)		(168,818	)
Proceeds from divestitures		—			—			—			1,600
Total used for investing activities		(3,966	)		(4,618	)		(64,703	)		(184,015	)
Financing Activities:
Dividends paid		(5,900	)		(5,930	)		(17,768	)		(17,804	)
Settlement of treasury shares acquired on the open market		—			—			(42,748	)		(6,641	)
Stock options exercised - net of shares reacquired		456			1,019			9,636			1,566
(Repayment) issuance of debt, net		(31,233	)		9,575			(58,987	)		147,287
Total (used for) provided from financing activities		(36,677	)		4,664			(109,867	)		124,408
Effect of exchange rate on cash and cash equivalents		491			495			(122	)		2,039
(Decrease) increase in cash and cash equivalents		(6,144	)		38,396			(110,319	)		33,865
Cash and cash equivalents at beginning of period		38,343			32,058			142,518			36,589
Cash and cash equivalents at end of period	$	32,199		$	70,454		$	32,199		$	70,454

CRANE CO.

Order Backlog

(in thousands)

	Sept 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003		Sept 30, 2003
Aerospace & Electronics	$	355,564	$	353,087	$	319,954	$	277,173	$	286,539
Engineered Materials		15,677		16,197		17,564		11,787		10,927
Merchandising Systems		10,877		11,024		11,176		10,330		10,399
Fluid Handling		176,650		172,120		163,955		140,192		139,179
Controls		13,586		13,451		13,029		12,169		12,496
Total Backlog	$	572,354	$	565,879	$	525,678	$	451,651	$	459,540

CRANE CO.

Non-GAAP Financial Measures

(in thousands)

	Three Months Ended Sept 30,						Nine Months Ended Sept 30,						Year Ended Dec 31, 2003			Year Ended Dec 31, 2004
	2004			2003			2004			2003
																(Estimated)
Operating (loss) profit	($	311,182	)	$	44,770		($	221,750	)	$	115,859
Asbestos and environmental charge - pre-tax		361,813			—			361,813			—
Operating profit before charge	$	50,631		$	44,770		$	140,063		$	115,859
Net (loss) income	($	205,206	)	$	28,134		($	151,792	)	$	70,638
Asbestos and environmental charge - net of tax		238,384			—			238,384			—
Net income before charge	$	33,178		$	28,134		$	86,592		$	70,638
(Loss) earnings per share		($3.48	)	$	0.47			($2.56	)	$	1.19
Asbestos and environmental charge - net of tax		4.04			—			4.02			—
Earnings per share before charge	$	0.56		$	0.47		$	1.46		$	1.19
Cash provided from operating activities before asbestos-related payments	$	40,738		$	40,130		$	82,709		$	97,680		$	170,666		$	159,000
Asbestos-related payments		6,730			2,275			18,336			6,247			7,938			30,000
Cash provided from operating activities	$	34,008		$	37,855		$	64,373		$	91,433		$	162,728		$	129,000
Less: Capital expenditures		(4,750	)		(7,383	)		(15,652	)		(20,473	)		(28,128	)		(20,000	)
Dividends		(5,900	)		(5,930	)		(17,768	)		(17,804	)		(23,768	)		(24,000	)
Free cash flow	$	23,358		$	24,542		$	30,953		$	53,156		$	110,832		$	85,000

Certain non-GAAP measures have been provided to facilitate comparison with the prior year.

Free cash flow provides supplemental information to assist management and certain investors in analyzing the Company’s ability to generate positive cash flow.

Free cash flow is considered a measure of cash generation and should be considered in addition to, but not as a substitute for, other measures reported in accordance with generally accepted accounting principles and may be inconsistent with similar measures presented by other companies.