AMENDED AND RESTATED TAX MATTERS AND AMENDED

                        TRUST RELATIONSHIP AGREEMENT





               THIS AMENDED AND RESTATED TAX MATTERS AND AMENDED TRUST

RELATIONSHIP AGREEMENT (this "Agreement"), dated as of December 19, 2000,

between Johns Manville Corporation, a Delaware corporation (the "Company"),

and Manville Personal Injury Settlement Trust, a New York trust (the

"Trust").



               WHEREAS, the Company is a party to the Amended and Restated

Manville Personal Injury Settlement Trust Agreement, dated as of April 29,

1997 (the "Trust Agreement"), among the Company and the Trustees named

therein;



               WHEREAS, the Trust and the Company are parties to agreements

including the Second Amended and Restated Supplemental Agreement, dated as

of April 5 , 1996, between the Trust and the Company (the "Supplemental

Agreement");



               WHEREAS, pursuant to paragraph (ii) of Section 1807(a)(7)(C)

of the Tax Reform Act of 1986, the Company (or any successor thereof) is

liable for the tax imposed by Section 468B of the Code with respect to the

income of the Designated Settlement Fund of the Trust (the "Statutory Tax

Provision"); and



               WHEREAS, the Company and the Trust desire to amend the

Supplemental Agreement and the Trust Agreement to be effective as of the

Closing.



               NOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the adequacy and receipt of which

are hereby acknowledged, the parties hereto agree as follows:



                                 ARTICLE I

                                DEFINITIONS



               Section 1.1 Certain Terms Defined. The following terms used

herein shall have the meanings ascribed to them in this Article I.



               "Acquisition Subsidiary" means J Acquisition Corporation, a

Delaware corporation.



               "affiliate," except as it is used in Section 5.1(e)(vii)

hereof, has the meaning set forth in Rule 12b-2 under the Securities

Exchange Act of 1934, as amended (and "control" as used in such definition

of "affiliate" has the meaning set forth in Rule 12b-2).



               "Business Day" shall have the meaning set forth in the

Merger Agreement.



               "Agreement" shall have the meaning set forth in the

recitals.



               "Amended Supplemental Agreement" shall have the meaning set

forth in Section 3.1 hereof.



               "Closing" shall have the meaning set forth in Section 4.3

hereof.



               "Closing Date" shall have the meaning set forth in Section

4.3 hereof.



               "Code" means the Internal Revenue Code of 1986, as amended.



               "Company" shall have the meaning set forth in the recitals.



               "Company Amount" shall have the meaning set forth in Section

2.1 hereof.



               "Company Common Stock" shall have the meaning set forth in

the Merger Agreement.



               "Court" shall mean the United States Bankruptcy Court for

the Southern District of New York (or such other court as may be

administering the Cases (as defined in the Supplemental Agreement)) and,

with respect to any particular proceeding within a Case, any other court

which may be exercising jurisdiction over such proceeding.



               "Designated Settlement Fund" shall mean the non-grantor

trust portion of the settlement fund established pursuant to Section

l807(a)(7) (C) (i) of the Tax Reform Act of 1986 for claimants against the

Company, which filed a petition for reorganization under Chapter 11 of

Title 11, United States Code on August 26, 1982.



               "Escrow Agreement" shall have the meaning set forth in

Section 3.3 hereof.



               "Final Order" means (a) a judgment, order or other decree

issued and entered by the Court or by any state or other federal court or

other tribunal located in one of the states, territories or possessions of

the United States or the District of Columbia, which judgment, order or

decree (x) has not been reversed or stayed and as to which the time to

appeal has expired and as to which no appeal or petition for review,

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