TAX MATTERS AND AMENDED

                          TRUST RELATIONSHIP AGREEMENT



                  THIS TAX MATTERS AND AMENDED TRUST RELATIONSHIP AGREEMENT

(this "Agreement"), dated as of June 22, 2000, between Johns Manville

Corporation, a Delaware corporation (the "Company"), and Manville Personal

Injury Settlement Trust (the "Trust"), a New York 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 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.



                  "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.



                  "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.

   2

                  "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 for claimants against the Company

which filed a petition for reorganization under Chapter 11 of Title 11, United

States Code on August 26, 1982, pursuant to Section 1807(a)(7) (C) (i) of the

Tax Reform Act of 1986.



                  "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, rehearing or certiorari is pending or

(y) with respect to which any appeal has been finally decided and no further

appeal or petition for certiorari can be taken or granted; or (b) stipulation or

other agreement entered into which has the effect of any such judgment, order or

other decree.



                  "Futures Representative" shall mean Leslie Gordon Fagan, the

successor to the Legal Representative of the Future Claimants against the Trust

appointed pursuant to the Second Amended and Restated Plan of Reorganization of

the Company or any of his successors in such capacity.



                  "Governmental Agency" shall mean any domestic, foreign,

supranational, national, federal, state, regional or local government and any

department, bureau, agency, authority, commission, board, court, tribunal, or

other legislative, executive, judicial, regulatory or administrative body or

instrumentality of any such government or any official empowered to act on

behalf of any of the foregoing, or any arbitral tribunal acting within the

proper scope of its jurisdiction.



                  "Indemnified Parties" shall have the meaning set forth in

Section 2.2 hereof.



                  "Merger" shall mean the merger contemplated by the Merger

Agreement.



                  "Merger Agreement" shall mean the Agreement and Plan of Merger

among HB Merger LLC, a Delaware limited liability company, HB Finance LLC, a

Delaware limited liability company, and the Company, dated as of the date

hereof.

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