STOCKHOLDER AGREEMENT







               THIS STOCKHOLDER AGREEMENT, dated as of December 19, 2000

(this "AGREEMENT"), by and between Berkshire Hathaway, Inc., a Delaware

corporation ("PARENT"), J Acquisition Corporation, a Delaware corporation

("ACQUISITION SUBSIDIARY"), and the Manville Personal Injury Settlement

Trust, a New York trust (the "STOCKHOLDER").



                            W I T N E S S E T H:



               WHEREAS, concurrently herewith, Johns Manville Corporation,

a Delaware corporation (the "COMPANY"), Parent and Acquisition Subsidiary

are entering into that certain Agreement and Plan of Merger dated as of the

date hereof (in the form so entered into, the "MERGER AGREEMENT") pursuant

to which and in accordance with the terms and conditions thereof

Acquisition Subsidiary will commence the Offer (as defined in the Merger

Agreement), and following the consummation thereof, Acquisition Subsidiary

will be merged with and into the Company, with the Company as the Surviving

Corporation (the "MERGER");



               WHEREAS, the Stockholder owns beneficially and of record

112,730,819 shares (the "SHARES") of Common Stock, par value $.01 per

share, of the Company ("COMMON STOCK"), subject to the planned purchase by

the Company of up to 10,500,000 Shares from the Stockholder prior to

December 31, 2000 (the "COMPANY STOCK BUYBACK") pursuant to a Share

Purchase Agreement, dated as of December 19, 2000, between the Company and

the Stockholder; and



               WHEREAS, as an inducement and a condition to entering into

the Merger Agreement, Parent and Acquisition Subsidiary have required that

the Stockholder agree, and the Stockholder has agreed, to enter into this

Agreement.



               NOW, THEREFORE, in consideration of the foregoing and the

mutual premises, representations, warranties, covenants and agreements

contained herein, and intending to be legally bound hereby, the parties

hereto hereby agree as follows:



               1. Provisions Concerning the Shares.



                      (a) The Stockholder hereby agrees that during the

        period commencing on (x) the date the Federal Bankruptcy Court of

        the Southern District of New York (the "COURT") has issued an order

        upon application of the Trustees of the Stockholder (the

        "TRUSTEES") (i) approving the Stockholder's execution, delivery and

        performance of this Agreement and the transactions contemplated

        hereby; (ii) approving the Stockholder's execution, delivery and

        performance of the Escrow Agreement (provided that the Court

        Approval (as defined below) shall not be deemed to not have been

        obtained if the provisions therein regarding the separate order

        referred to in the Escrow Agreement shall not have been obtained)

        and the Tax Matters Agreement and the transactions contemplated

        thereby, and the execution, delivery and performance of the Amended

        Supplemental Agreement and the Trust Amendment (each of the Escrow

        Agreement, the Amended Supplemental Agreement and the Trust

        Amendment as defined in the Tax Matters Agreement, and together

        with this Agreement and the Tax Matters Agreement, the "TRUST

        MERGER AGREEMENTS"); (iii) discharging fully the Trustees from any

        and all liabilities relating to or arising from the execution,

        delivery and performance of their obligations under the Trust

        Merger Agreements and discharging fully the Trustees from any and

        all liabilities relating to or arising from the consummation of the

        transactions contemplated by the Trust Merger Agreements (other

        than the Trustees' obligations to the other parties under the Trust

        Merger Agreements) and (iv) approving the transfer of all assets of

        the grantor trust portion of the Trust that would constitute

        Qualified Payments (as defined in Section 468B(d) of the Code),

        including the cash payment to the Stockholder in the Offer to the

        Designated Settlement Fund (as defined in the Tax Matters

        Agreement) immediately following the receipt of such amount (and

        from time to time thereafter as Qualified Payments are received as

        provided in Section 2.6 of the Tax Matters Agreement) pursuant to

        the Reorganization Plan, all in a form reasonably acceptable to the

        Stockholder, which order shall be in full force and effect, but may

        be subject to appeal or discretionary review by another court (the

        "COURT APPROVAL"); or (y) if upon its review of objections raised

        to the issuance of the Court Approval, the Stockholder believes in

        good faith after consultation with the Company that as a condition

        to the Stockholder's obligations under this Agreement the Court

        Approval should be a Final Order (as defined in Section 1.1 of the

        Tax Matters Agreement), then the date the Court Approval becomes a

        Final Order (the "FINAL COURT APPROVAL"), and continuing until this

        Agreement terminates pursuant to Section 5 hereof, at any meeting

        of the holders of shares of Common Stock, however called or in

        connection with any solicitation for written consent by the

        stockholders of the Company, the Stockholder shall vote all of the

        Shares (other than any Shares which have been purchased by the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC