Notice of Proposed Settlement

Objection/
Exclusion/
Options Information

Inspection
Request

Claim Form

Frequently
Asked
Questions

1. Definitions.

As used in the Stipulation, the following terms have the meanings specified below:

1.1 "American Standard Inc." includes its division, The Trane Company, and its subdivision, the Trane Co. Unitary Products Group.

1.2 "Attorney Fee and Cost Award" means any award of attorneys fees and costs approved by the Court for payment to class counsel.

1.3 "Corrective Action Plan," or "CAP," means the voluntary corrective action plan negotiated by representatives of the Settling Defendants with the CPSC as substantially incorporated at Paragraphs 2.2(a)-2.2(e) herein.

1.4 The "Court" means the Superior Court of California, County of Santa Clara.

1.5 "Effective Date" means the date on which the Judgment becomes Final.

1.6 "Fairness Hearing" means a hearing on a date to be set by the Court, on or around September 28, 2001, to consider entry of final approval of this stipulated settlement and entry of Judgment, as set forth in Paragraph 3.1.

1.7 "Final" as to the Judgment (except as provided in Paragraph 1.8), means: (i) The date of final affirmance on an appeal of the Judgment, the expiration of the time for a petition for or a denial of a petition for review the Judgment and, if review is granted, the date of final affirmance of the Judgment following review pursuant to that grant; or (ii) the date of final dismissal of any appeal from the Judgment or the final dismissal of any proceeding to review the Judgment; or (iii) if no appeal is filed, the expiration date of the time for the filing or noticing of any appeal from the Judgment approving the Stipulation, as provided in Rule 2 of the California Rules of Court. Any proceeding or order, or any appeal or appellate court proceeding relating solely to an application for attorney¹s fees shall not, by itself, in any way delay or preclude the Judgment from becoming Final.

1.8 "Final" as to the Attorney Fee and Cost Award means the date on which the Judgment becomes Final, unless there exists any proceeding or order, or any appeal or proceeding pertaining solely to an application for attorney¹s fees. Under these circumstances, the Attorney Fee and Cost Award will become Final on (i) the date of final affirmance on an appeal of the Attorney Fee and Cost Award component of the Judgment, the expiration of the time for a petition for or a denial of a petition for review of the Attorney Fee and Cost Award component of the Judgment and, if review is granted, the date of final affirmance of the Attorney Fee and Cost Award component of the Judgment following review pursuant to that grant; or (ii) the date of final dismissal of any appeal from the Attorney Fee and Cost Award component of the Judgment or the final dismissal of any proceeding to review the Attorney Fee and Cost Award component of the Judgment.

1.9 "Furnace(s)" means any horizontal furnace(s) manufactured by Consolidated Industries Corp. for distribution in California that contain(s) NOx rods to render them compliant with air emissions regulations in the South Coast and/or Bay Area Air Quality Management Districts.

1.10 "Judgment" means the judgment to be rendered by the Court, substantially in the form attached hereto as Exhibit 4.

1.11 "Last Known Address" or "Last Known Addresses" means the most recently provided and recorded address for a Settlement Class Member(s) as such information is contained in the records of the Settling Parties.

1.12 "Litigation" or "the Lawsuit" shall mean the lawsuit entitled "John Salah, Dominic Pascale, Linda Lyons, Mel Amrikhas and Rubina Amrikhas, each individually and on behalf of all other similarly situated plaintiffs vs. Consolidated Industries, Inc., American Standard, Inc., The Trane Company, ABCO, Shapell Industries, Addison Products Company, Amana Refrigeration Inc., Bard Manufacturing Co., Goettl Air Conditioning, Inc., Goodman Manufacturing Corp., Heat Controller, Inc., Premier Furnace Co., Square D Company, The Trane Co. Unitary Products Group, and Does 1 through 100, Inclusive," Superior Court of California, County of Santa Clara, No. CV 738376.

1.13 "Non-Settling Defendant" means any defendant or cross-defendant in the Litigation who is not one of the Settling Defendants.

1.14 "Person" means an individual, corporation, partnership, limited partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.

1.15 "Plaintiff¹s Counsel" means Richard G. White, P.C., 333 W. Santa Clara Street, Suite 910, San Jose, CA 95113.

1.16 "Qualifying Investment Vehicle" shall have the meaning provided in Paragraph 7.5(a).

1.17 "Released Claims" shall collectively mean all claims, including "Unknown Claims" as defined in Paragraph 1.25 hereof, demands, rights, liabilities and causes of action of every nature and description whatsoever, known or unknown, whether or not concealed or hidden, asserted or that might have been asserted, by any Representative Plaintiff or Settlement Class Member against any Released Party arising out of, based upon or related to any of the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act which were or could have been alleged in the Litigation, including but not limited to any claims based on strict liability, negligence, breach of implied warranty, breach of express warranty or any California statute.

1.18 "Released Parties" includes (i) Settling Defendants and (ii) any Non-Settling Defendant to the extent that such defendant was sued, and potentially may be liable, based upon the Representative Plaintiffs¹ or a Settlement Class Member¹s ownership of a Furnace(s) distributed by and/or bearing the authorized name or label of a Settling Defendant. The intention of the Settling Parties is, upon Judgment, to effectuate a complete release by the Representative Plaintiffs and the Settlement Class of all entities named as defendants in the Litigation to the extent their liability is premised upon a Furnace(s) distributed by and/or bearing the authorized name or label of a Settling Defendant.

1.19 "Representative Plaintiffs" means each of the plaintiffs who filed a complaint in the Litigation, i.e., Plaintiffs John Salah, Dominic Pascale, Linda Lyons, Mel Amrikhas and Rubina Amrikhas.

1.20 "Settlement Administrator" means an entity to be retained by the Settling Defendants to perform the duties described in Paragraph 2.6

1.21 "Settlement Class" or "Settlement Class Member" consists of all Persons (not otherwise represented by counsel in existing litigation based upon identical or similar facts) who are (i) California residents and (ii) past, present or future owners of horizontal furnaces that are equipped with NOx rods, were manufactured by Defendant Consolidated Industries, and that bear the authorized name or label of one of the Settling Defendants. The Settlement Class shall not include any defendants in the class action, members of the immediate families of defendants, entities in which one or more defendants have a controlling interest and the legal representatives, heirs, successors or assigns of any of the defendants.

1.22 "Settling Defendants" means American Standard Inc., Amana Company L.P. (f/k/a, and sued herein, as Amana Refrigeration, Inc., and including Goodman Holding Co. in its capacity as a general partner of Amana Company L.P.), Bard Manufacturing Company Inc. and Goettl Air Conditioning, Inc., their parents, subsidiaries, affiliates, predecessors, successors, divisions, joint ventures and assigns, and each of their past or present directors, officers, employees, partners, members, principals, agents, underwriters, insurers, co-insurers, reinsurers, shareholders, attorneys, accountants or auditors, banks or investment banks, associates, personal or legal representatives, spouses, heirs, related or affiliated entities, any entity in which they have a controlling interest, any members of their immediate families, or any trust of which they are the settlor or which is for the benefit of them.

1.23 "Settling Parties" means the Settling Defendants and the Representative Plaintiffs on behalf of themselves and all members of the Settlement Class.

1.24 "Stipulation" means this agreement, the Stipulation of Settlement and its attachments and Exhibits.

1.25 "Unknown Claims" means any Released Claims which any Representative Plaintiff or Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Parties, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived, the provisions, rights and benefits of California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

The Representative Plaintiffs shall expressly and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable and equivalent to California Civil Code § 1542. The Representative Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Representative Plaintiff shall expressly and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Representative Plaintiffs acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.

2. Benefits to the Settlement Class

2.1 As a direct result of the prosecution of the Litigation and the ongoing negotiations among the Settling Parties, the Settling Defendants have agreed to provide the following remedy for the Settlement Class.

2.2 Inspection, Repair and Replacement of Existing Furnaces

(a) Each Settling Defendant will provide, on request, to each Settlement Class Member, a free inspection of all Furnaces bearing that Settling Defendant¹s authorized name or label. The inspections will be conducted by independent HVAC-licensed dealers.

(b) In connection with such inspections, each Settling Defendant will arrange for new replacement burners to be installed in each inspected Furnace bearing its authorized name or label at no cost to the Settlement Class Member.

(c) If, upon inspection of a particular Furnace, the original burners are found to have opened up or become severely cracked, the inspector also will inspect the heat exchanger. If the heat exchanger is deemed damaged, according to a definition to be approved by the CPSC, then the Settling Defendant will offer to replace the heat exchanger, at no cost to the Settlement Class Member.

(d) In connection with the inspections, each Settling Defendant will also arrange for the inspector to make repairs or adjustments, as necessary, to fix heat or flame-related damage to wood under or adjacent to the Furnace(s) bearing its authorized name or label.

(e) In lieu of any of the remedies set forth in Paragraphs 2.2(a)- 2.2(d), each Settlement Class Member will have the option of replacing the Furnace with a new free replacement furnace of comparable size. The replacement furnace will be supplied by the Settling Defendant whose authorized name or label appears on the Furnace to be replaced. A Settlement Class Member who exercises this option must bear the costs of installing the replacement furnace.

2.3 Compensation for Certain Repairs or Replacements

(a) A Settlement Class Member who already has repaired or replaced his or her Furnace and who has documentary proof that such repairs or replacement were necessitated by actual damage to the Furnace¹s burners or heat exchanger, may obtain recovery from the Settling Defendant whose authorized name or label appeared on the Furnace, in the amount and subject to the conditions set forth below:

(i) Each such Settlement Class Member who replaced his or her Furnace shall be entitled to a payment of $450, representing a reasonable estimate of the Settling Defendants¹ actual cost of a replacement furnace.

(ii) Each such Settlement Class Member who repaired his or her Furnace shall be entitled to payment consisting of the lesser of (i) the out-of-pocket costs paid by the Settlement Class Member to repair their furnace or (ii) $450.

(iii) To be eligible for reimbursement under Paragraphs 2.3(a)(i)-2.3(a)(ii), the Settlement Class Member must present the following proof of claim, according to the procedures set forth in Paragraph 2.6(b): (a) documentary proof of the Settlement Class Member¹s current or prior ownership of a Furnace bearing a Settling Defendant¹s authorized name or label, including the model and serial number of the Furnace; (b) documentary proof of the amount of money that was paid to repair or replace the Furnace; and (c) documentary proof that the Furnace was repaired or replaced because of burner or heat exchanger damage, such as a paid invoice or affidavit from a licensed dealer or contractor that describes the work that was done and the reasons why such work was required or recommended.

(b) To be eligible for reimbursement under Paragraph 2.3(a), the repair or replacement of the Furnace must have occurred on or before the earlier of (1) the date on which this executed Stipulation is made public through proceedings in the Court, and (2) the date on which the CPSC issues a press release announcing the Corrective Action Plan.

(c) Any Person (such as a developer, home builder, insurer or contractor) that has received a full assignment from a Settlement Class Member of any and all rights to recovery that the Settlement Class Member may have in connection with this Lawsuit, or that otherwise is entitled to assert such rights under subrogation, shall be entitled to compensation under Paragraphs 2.3(a) on the same basis as the Settlement Class Member would have been absent the assignment or subrogation, and subject to the same conditions, provided that: (1) the Person complies with all applicable provisions in this Stipulation, including but not limited to the documentary proof requirements set forth in Paragraph 2.3(a); (2) the assignment was reduced to writing, or the subrogation rights arose, on or before June 15, 2001; and (3) the Person has not entered, and does not enter, into a separate settlement agreement with a Settling Defendant to resolve claims based on the Furnaces. Under no circumstances will a Settling Defendant be required to compensate more than one Person under Paragraph (a) for claims based on the same furnace (as determined by the unique serial numbers affixed to each furnace).

2.4 Subject to any limitations set forth elsewhere in this Stipulation, Settlement Class Members may assign their rights under the Settlement to the extent allowed by law, and claims by valid subrogees will be permitted.

2.5 Settling Defendants intend to move forward immediately with the CAP accepted by the CPSC. The Settling Parties may condition any repairs, replacements or reimbursements under the CAP that occur prior to the Effective Date upon the Settlement Class Members¹ execution of a full and unconditional release, substantially in the form of Exhibit 5, attached hereto.

2.6 Creation of Centralized System for Settlement Class Inquiries and Claims.

(a) The Settling Defendants will retain a Settlement Administrator to process inquiries and claims received from Settlement Class Members for the remedies described in Paragraphs 2.2-2.3.

(b) The functions of the Settlement Administrator will include:

(i) Receive and process communications from Settlement Class Members in response to the Notice to the Class described in Section 4, including but not limited to requests for attorney representation, objections to the settlement and opt out requests as described in Paragraphs 5.1-5.5.

(ii) Arrange for a toll-free number that Settlement Class Members may call to request information about the settlement, claims procedures, and remedies described in Paragraphs 2.2-2.3;

(iii) Establish an Internet website onto which Settlement Class Members may logon for these purposes;

(iv) Within ten business days of receiving an inquiry from a Settlement Class Member, mail, e-mail or fax a claim form to that Settlement Class Member. The claim form will require the Settlement Class Members to provide: (a) the name, address and phone number of the Settlement Class Member; (b) the model and serial number of the Furnace; (c) the identity of the Settling Defendant whose authorized name or label appears on the Furnace; (d) any additional documentation reasonably required to process the claim, including but not limited to documentation described in

Paragraph 2.3(a)(iii).

(v) Provide a copy of the completed claim form (as described in Paragraph 2.6(b)(iv)), together with any documentary proof, to the Settling Defendant whose authorized name or label appears on the Furnace within 10 business days from its receipt, so that the Settling Defendant can arrange for an inspection or other remedy as provided in Paragraphs 2.2-2.3.

(c) All expenses relating to the Settlement Administrator will be paid by the Settling Defendants according to an allocation to be determined by those entities.

2.7 Time Limit for Claims.

(a) Except as provided in Paragraph 2.5, to be eligible for any remedy under Paragraphs 2.2-2.3, the Settlement Class Member must submit a claim form to the Settlement Administrator, as described in 2.6(b)(iv), that is postmarked by October 1, 2002.

(b) A Settlement Class Member who fails to comply with the time frames procedures and time frames provided herein for submitting a claim will be ineligible to receive any of remedies provided by this Stipulation and settlement. That Settlement Class Member nonetheless will be deemed to have given a full release (as described in Section 6) and be bound by the Judgment entered by the Court.

2.8 Each Settling Defendant¹s obligations under Paragraphs 2.2 and 2.3 are limited to furnaces bearing its authorized name or label. In no circumstance is a Settling Defendant to be held responsible under this Stipulation and settlement for inspections, payments or any other remedy relating to a furnace that bears the authorized name or label of another entity.

2.9 Compensation to Representative Plaintiffs

(a) Following and only after the Effective Date, the Settling Defendants will arrange for payment of $80,000 to the Representative Plaintiffs, through Plaintiff¹s Counsel, in full compensation for all their claims. Plaintiff¹s Counsel represents that the Representative Plaintiffs have agreed to an appropriate allocation of this amount amongst themselves.

3. Court Approval of Notice to the Class and Settlement Hearing

3.1 On or about June 29, 2001 at 9:00 a.m., or as soon thereafter as the Court will allow, a court hearing will take place to consider the request of the Representative Plaintiffs and Settling Defendants that the Court grant preliminary approval to this Stipulation. At this hearing, the Representative Plaintiffs and Settling Defendants, through their counsel of record, will entertain questions from the Court regarding this Stipulation and respectfully urge the Court to enter the proposed order attached hereto as Exhibit 1 to this Stipulation. Entry of this Order will (i) certify the Settlement Class; (ii) provide for preliminary approval of the settlement; (iii) authorize the mailing to all Settlement Class Members known to the Settling Parties of the Notice of Class Action Settlement attached as Exhibit 2 to this Stipulation; (iv) authorize placement of the "publication notice" of the class action settlement, as set forth in Exhibit 3 to this Stipulation; and (iv) schedule a Fairness Hearing on or about September 28, 2001 to consider final approval of this stipulated settlement and entry of Judgment. Failure of the Court to enter the proposed order attached hereto as Exhibit 1 of this Stipulation in its entirety or a substantially similar form will be a grounds for any three Settling Defendants to terminate the settlement and the terms of this Stipulation pursuant to Section 8.

3.2 The Settling Parties agree, for purposes of this settlement only, to the certification of a Settlement Class under § 382 of the California Code of Civil Procedure. Certification of the Settlement Class, as set forth herein, shall be binding only with respect to the settlement set forth in this Stipulation. In the event that this Stipulation is terminated or cancelled or that the Effective Date does not occur for any reason, the stipulated certification of the Settlement Class shall be vacated. Except to effectuate the settlement, neither the Settling Parties, their respective counsel, nor any Settlement Class Member shall cite, present as evidence or legal precedent, rely upon, make reference to or otherwise make any use whatsoever of this stipulated agreement to support certification of the Settlement Class in the Litigation or any other proceeding.

3.3 If the Court enters the proposed Order attached to this Stipulation as Exhibit 1 after July 5, 2001, the Settling Parties shall meet and confer to reach agreement on revisions of the deadlines and timetables set forth in this Stipulation. In the event that the Settling Parties fail to reach such agreement, either of the Settling Parties may apply to the Court for modification of the dates and deadlines in this Stipulation. Such modifications shall be limited only to alterations of dates and deadlines.

3.4 If the Court enters the Order discussed in Paragraph 3.1 of this Stipulation, at the resulting Fairness Hearing, the Representative Plaintiffs and Settling Defendants, through their counsel of record, will address any concerns of Settlement Class Members who attend the hearing as well as any concerns of the Court, if any, and shall and hereby do, unless provided otherwise in this Stipulation, stipulate to final approval for this stipulated settlement and entry of the Judgment by the Court.

4. Notice to Settlement Class Members

4.1 If, pursuant to Paragraph 3.1 of this Stipulation, the Court provides authorization for notice to the Settlement Class, then notice to the class will be provided in the following ways.

4.2 Each Settling Party will, through its counsel of record, facilitate the mailing to all identifiable Settlement Class Members of the Notice of Class Action Settlement attached as Exhibit 2 to this Stipulation, as follows:

(a) The Settling Parties will arrange for the mailing of the notice to all Settlement Class Members identified in plaintiffs¹ Discovery Response Updates, dated April 9, 2001, and any that have contacted Plaintiff¹s Counsel directly since that date. The Settling Defendants will bear the cost of the mailing as to such Persons, including, but not limited to, the cost of postage, the cost of mailing materials, and the cost of reproducing the Notice.

(b) Each Settling Defendant will arrange for the mailing of notice to all Settlement Class Members who have contacted or communicated with the Settling Defendant or is otherwise known to a Settling Defendant to have owned one of the residential furnaces bearing the authorized name or label of that Settling Defendant during the pendency of the lawsuit, up to an including June 15, 2001. Each Settling Defendant will bear the cost of the mailing as to such Persons, including, but not limited to, the cost of postage, the cost of mailing materials, and the cost of reproducing the Notice.

(c) These notices shall be mailed via First Class Mail through the United States Postal Service, postage pre-paid, to the Last Known Address for each such Settlement Class Member. This Notice and its accompanying envelopes or covering shall be marked to denote that the Notice is being sent by the Court, in care of a Post Office Box to be established by the Settling Parties.

4.3 The Settling Defendants will cause, through their counsel of record, publication of the Notice of Class Action Settlement (as set forth in Exhibit 3 hereto), in the following publications, at minimum: San Francisco Chronicle, San Jose Mercury News, Los Angeles Times, Orange County Register, San Diego Union Tribune and the Santa Rosa Democrat. The notice shall be published once a week for four consecutive weeks, starting no later than July 30, 2001. The Settling Defendants shall bear the cost of publishing this notice.

5. Responses to the Notice of Class Action Settlement

5.1 Settlement Class Members have the option to participate in this Lawsuit at their own expense by representing themselves and obtaining their own attorney(s). Settlement Class Members who choose this option will be responsible for any attorney¹s fees or costs incurred as a result of this election. To make such an election, Settlement Class Members shall arrange for their lawyer to so notify the Clerk of the Court at the address provided in the Notice of Class Action Settlement (Exhibit 2 hereto). If the election is not timely made and received by September 17, 2001, then that Settlement Class Member will be deemed to have forever waived his or her right to select separate counsel. Unless a Settlement Class Member opts out of the Settlement Class pursuant to Paragraph 5.4 of this Stipulation, the filing of an election for separate counsel will not result in his or her exclusion from the Settlement Class.

5.2 Settlement Class Members who do not elect to opt out of the Settlement Class (as described in Paragraph 5.4) may "object" to the settlement by mailing their objection to the Clerk of the Court at the address provided in the Notice of Class Action Settlement. Members of the Settlement Class who object, but do not opt-out, will remain members of the Settlement Class, be eligible for the remedies provided in Section 2 (subject to the conditions described therein), be deemed to have given a full release (as described in Section 6) and be bound by the Judgment entered by the Court. Any objections must be received on or before September 17, 2001 to be considered by the Court in connection with its consideration of whether to approve the settlement.

5.3 Settlement Class Members who do not elect to opt out of the Settlement Class (as described in Paragraph 5.4), may appear at the Fairness Hearing to testify in favor or against the Stipulation and settlement. Settlement Class Members who desire to appear must so notify the Clerk of the Court in writing, together with a short description of the testimony they wish to give, at the address provided in the Notice of Class Action Settlement. Such requests must be received on or before September 17, 2001.

5.4 Settlement Class Members may elect to "opt out" of the Settlement Class and thus exclude themselves from the Lawsuit entirely. Each Settlement Class Member who wishes to exercise this option must send a letter to the Clerk of the Court, that includes his or her name, address, the make, model and serial number of the furnace(s) that he or she owns, and the statement "I WISH TO OPT OUT OF THE FURNACE CLASS ACTION LAWSUIT AND SETTLEMENT," together with his or her signature. Such opt-out statements must be received by the Clerk of the Court, at the address provided in the Notice of Settlement, by September 17, 2001. Any Settlement Class Member who does not comply with these procedures will be deemed to have forever waived his or her right to opt out of the Settlement Class. Settlement Class Members who do not opt out of the Settlement Class in the manner and time prescribed shall be deemed members of the Settlement Class. Settlement Class Members who do opt out of the Settlement Class shall have no further role in the Litigation and shall be regarded as if they never were a party to this Litigation.

5.5 Members of the Settlement Class who do nothing in response to the Notice described in Section 4 will remain members of the Settlement Class, be eligible for the remedies provided in Section 2 (subject to the conditions described therein), be deemed to have given a full release (as described in Section 6) and be bound by the Judgment entered by the Court.

6. Releases

6.1 Upon the Effective Date, the Representative Plaintiffs and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged all Released Claims against the Released Parties.

7. Payment of Costs and Attorney¹s fees

7.1 Subject to Court approval, the Settling Defendants agree to pay the sum of $4 million in the aggregate to Plaintiff¹s Counsel for the attorney¹s fees and expenses incurred by the Representative Plaintiffs and their counsel in bringing and prosecuting the Class Action claims against the Settling Defendants (the Attorney Fee and Cost Award).

7.2 The Representative Plaintiffs and their counsel will submit a petition to the Court, in connection with the Fairness Hearing set by the Court pursuant to Paragraph 3.1, seeking approval of payment of $4 million in such fees and costs by Settling Defendants. Provided that Representative Plaintiffs petition the Court for a total amount that does not exceed $4 million in costs, attorney¹s fees and all other litigation expenses, Settling Defendants will not oppose this request.

7.3 The Settling Defendants agree to deposit the sum of $4 million (i.e., the principal) into an escrow account, on or before the date of the Fairness Hearing, for payment of any Attorney Fee and Cost Award. The account shall be interest bearing.

7.4 The Settling Defendants will arrange for Plaintiff¹s Counsel to receive payment of the Attorney Fee and Cost Award (as modified, if at all, by any appellate court), together with a proportionate share of any interest or investment gain that has accrued while the Award was held in escrow, by the later of (i) the date on which the Attorney Fee and Cost Award becomes Final, and (ii) 10 business days after receiving notification from Plaintiff¹s Counsel that the Attorney Fee and Cost Award has become Final.

7.5 After the Court has entered Judgment but before the Attorney Fee and Cost Award has become Final, Plaintiff¹s Counsel may request that the Settling Defendants arrange for that portion of the escrow account representing the Attorney Fee and Cost Award approved by the Court (plus a proportionate share of any accrued interest) to be invested in a Qualifying Investment Vehicle, while still being held in escrow, as described below.

(a) A Qualifying Investment Vehicle is a monetary fund or other financial instrument that is approved by Plaintiff¹s Counsel and all four of the Settling Defendants. The Settling Parties shall exercise good faith in assessing whether a given fund or financial instrument shall be approved for these purposes. It shall not be bad faith for a Settling Defendant to withhold approval as to those funds or financial instruments that involve risk to principal.

(b) Munger Tolles & Olson, LLP, counsel to American Standard Inc., has agreed to operate as a liaison between Plaintiff¹s Counsel and the Settling Defendants for purposes of implementing this Paragraph.

7.6 Any tax liability that accrues as a result of interest accrued or investment gain on any amounts held in escrow under this Section (whether in a Qualifying Investment Vehicle or otherwise) will be satisfied by using, as necessary, funds held in escrow. If withdrawals from amounts held in escrow are necessary to satisfy tax liability, then such withdrawals will be allocated first to any interest and/or investment gain that has accrued on the principal amount; only after this has been exhausted may principal be used to satisfy such tax liability.

7.7 Any principal remaining in escrow (together with any accrued interest or investment gain thereon) on the date that the Attorney Fee and Cost Award becomes Final, following payment of all court-approved fees and costs to Plaintiff¹s Counsel as set forth in Paragraph 7.4, will revert to the Settling Parties to allocate among themselves.

7.8 Settling Defendants shall have no responsibility for, and no liability whatsoever with respect to, the allocation among Representative Plaintiffs or Plaintiff¹s Counsel, and/or any other Person who may assert some claim thereto, of any fee and cost award that the Court may make in the Litigation.

8. Termination of Settlement

8.1 In the event that the settlement set forth in this Stipulation shall not be approved in its entirety or substantially by the Court, or in the event that the Judgment does not become Final, no payments shall be made by Settlement Defendants to anyone in accordance with the terms of this Stipulation, and this Stipulation shall be deemed null and void with no effect on the Lawsuit whatsoever. If the Court changes the dates of hearings provided for in this Stipulation by fewer than three months, this shall not be deemed a substantial change necessitating termination of the settlement, provided the Settling Parties agree to move other dates and deadlines (including the tolling of the five year rule for trial commencement) in the Stipulation accordingly. In the event that opt-out notices pursuant to Paragraph 5.4 are filed by Settlement Class Members in regards to 250 or more Furnaces, any two Settling Defendant shall have the right to terminate this settlement and Stipulation as if the Court had not approved the settlement, pursuant to Paragraph 9.3. In the event that opt-out notices pursuant to Paragraph 5.4 are filed by Settlement Class Members in regards to 250 or more Furnaces bearing the authorized name or brand of Amana Company L.P., then Amana Company L.P. shall have the right to terminate this settlement and Stipulation as if the Court had not approved the settlement, pursuant to Paragraph 9.3. In the event that any court approves an Attorney Fee and Cost Award in excess of $4 million, then any one Settling Defendant shall have the right to terminate this settlement and Stipulation as if the Court had not approved the settlement, pursuant to Paragraph 9.3.

9. Miscellaneous Provisions

9.1 No Person shall have any claim against Plaintiff¹s Counsel, any Settling Defendant, or counsel for any Settling Defendant, based on the payments made or other actions taken substantially in accordance with the Stipulation and the settlement contained therein or further orders of the Court.

9.2 Unless otherwise ordered by the Court, in the event the Stipulation shall be terminated, cancelled, declared void or fails to become effective in accordance with its terms, or if the Judgment is reversed on appeal, within ten business days after written notification of such event, counsel for Settling Defendants and/or Plaintiff¹s Counsel shall notify all other Settling Parties of this event in writing.

9.3 In the event that the Stipulation is not substantially approved by the Court or the settlement set forth in the Stipulation is terminated, cancelled, declared void or fails to become effective in accordance with its terms, or if the Judgment does not become Final, or to the extent cancellation pursuant to this Paragraph is otherwise provided in this Stipulation, the Settling Parties shall resume the Litigation at that time as if no Stipulation had been entered. In such event, the terms and provisions of the Stipulation shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose, and any Judgment or order entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc pro tunc. Notwithstanding such termination of the agreement, the Settling Defendants shall not be precluded from referring to or otherwise presenting evidence of administrative settlement or approvals related to the Stipulation. Except as otherwise provided in this Stipulation, no order of the Court or modification or reversal on appeal of any order of the Court concerning the amount of Attorney Fee and Cost Award shall constitute grounds for cancellation or termination of the Stipulation.

9.4 The Settling Parties (i) acknowledge that it is their intent to consummate this agreement; and (ii) agree to cooperate to the extent reasonably necessary to effect and implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of the Stipulation.

9.5 The Settlement compromises claims, which are contested and shall not be deemed an admission by any of the Settling Parties as to the merits of any claim or defense. The Settling Parties agree that the remedies for the Settlement Class obtained through the settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis.

9.6 Neither the Stipulation nor the settlement, nor any act performed or document executed pursuant to, or in furtherance of, the Stipulation or the settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of any Settling Defendant; or (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any Settling Defendant in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal.

9.7 All of the Exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference.

9.8 The Stipulation may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest.

9.9 The Stipulation constitutes the entire agreement among the Settling Parties hereto and no representations, warranties or inducements have been made to any party concerning the Stipulation or its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. Except as otherwise provided herein, each party shall bear its own costs.

9.10 Plaintiff¹s Counsel, on behalf of the Class, are expressly authorized by the Representative Plaintiffs to take all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation to effect its terms, and also are expressly authorized to enter into any modifications or amendments to the Stipulation on behalf of the Class which they deem appropriate.

9.11 Each counsel or other Person executing the Stipulation or any of its Exhibits on behalf of any party hereto hereby warrants that such Person has the full authority to do so.

9.12 The Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. A complete set of original executed counterparts shall be filed with the Court.

9.13 The Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto; but this Stipulation is not designed to create any third party beneficiaries.

9.14 The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in the Stipulation.

9.15 The Stipulation and the Exhibits hereto shall be considered to have been negotiated, executed and delivered, and to have been wholly performed, in the State of California, and the rights and obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of California without giving effect to that State¹s choice of law principles.

9.16 The language of all parts of this Stipulation shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party. No party shall be deemed the drafter of this Stipulation. The parties acknowledge that the terms of the Stipulation are contractual and are the product of negotiations between the parties and their counsel. Each party and their counsel cooperated in the drafting and preparation of the Stipulation. In any construction to be made of the Stipulation, the Stipulation shall not be construed against any party and the canon of contract interpretation set forth in California Civil Code § 1654 shall not be applied.

9.17 The Settling Parties consent to the extension of existing stays on the litigation, as to claims resolved through this settlement, through the date of entry of Judgment by the Court.