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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 QUIGLEY COMPANY, INC., Case No. 04­15739 (PCB) Debtor.

QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

SCHULTE ROTH & ZABEL LLP Michael L. Cook (MC 7887) Lawrence V. Gelber (LG 9384) Robert J. Mrofka (RM 1930) Jessica L. Fainman (JF 9200) 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 Attorneys for Quigley Company, Inc. Debtor and Debtor- in-Possession Dated: New York, New York March 4, 2005

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TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION Section 1.1 Section 1.2 Section 1.3 Section 1.4 Section 1.5 Capitalized Terms .................................................................................................1 Interpretation; Application of Definitions; Rules of Construction and Computation of Time.......................................................................................19 Exhibits ...............................................................................................................20 Ancillary Documents ..........................................................................................20 "Contra Proferentem" Rule Not Applicable .......................................................20 ARTICLE II CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS Section 2.1 Section 2.2 Section 2.3 Claims and Equity Interests Classified ...............................................................20 Summary of Classification of Claims and Equity Interests ................................21 Classification ......................................................................................................21 ARTICLE III TREATMENT OF UNCLASSIFIED CLAIMS Section 3.1 Section 3.2 Section 3.3 Section 3.4 Allowed Administrative Claims .........................................................................21 Professional Compensation and Reimbursement Claims ...................................22 Priority Tax Claims.............................................................................................22 DIP Claim ...........................................................................................................22 ARTICLE IV TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Class 1 ­ Priority Claims ....................................................................................23 Class 2 ­ Senior Secured Claim..........................................................................23 Class 3 ­ Allowed Unsecured Claims ................................................................23 Class 4 ­ Asbestos-Related PI Claims ................................................................23 Class 5 ­ Equity Interests ...................................................................................24

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ARTICLE V ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Classes Entitled to Vote ......................................................................................24 Class Acceptance Requirement ..........................................................................24 Issuance of Injunctions Pursuant to Section 524(g) of the Bankruptcy Code.................................................................................................................24 Cramdown...........................................................................................................24 Acceptance by Unimpaired Class .......................................................................25 Elimination of Vacant Classes ............................................................................25 ARTICLE VI DISTRIBUTIONS UNDER THE PLAN ON ACCOUNT OF CLAIMS OTHER THAN ASBESTOS-RELATED PI CLAIMS Section 6.1 Section 6.2 Section 6.3 Sectio n 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Distributions .......................................................................................................25 Pro Rata Share Distributions ..............................................................................25 Means of Cash Payment .....................................................................................25 Delivery of Distributions ....................................................................................26 Time Bar to Cash Payments ...............................................................................26 Timing of Distributions ......................................................................................26 Record Date for Holders of Claims ....................................................................26 Distributions After Effective Date ......................................................................26 Fractional Cents ..................................................................................................26 Interest on Claims ...............................................................................................26 De Minimis Distributions ...................................................................................27 Setoffs .................................................................................................................27 ARTICLE VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 General Treatment ..............................................................................................27 Rejected or Assigned Executory Contracts ........................................................27 Payments Related to Assumption of Executory Contracts .................................28 Bar to Rejection Damages ..................................................................................28 Indemnification and Reimbursement Obligations ..............................................28

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ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS OTHER THAN ASBESTOS-RELATED PI CLAIMS Section 8.1 Section 8.2 Section 8.3 Section 8.4 Disputed Claims..................................................................................................29 Objection Deadline .............................................................................................29 Prosecution of Objections ...................................................................................29 No Distributions Pending Allowance .................................................................29 ARTICLE IX MEANS FOR IMPLEMENTATION OF THE PLAN Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Section 9.6 Section 9.7 Section 9.8 Section 9.9 Section 9.10 Section 9.11 Section 9.12 General................................................................................................................29 Transactions on the Effective Date .....................................................................29 The Asbestos-Related PI Trust ...........................................................................30 The Asbestos-Related PI Channeling Injunction and the AsbestosRelated Insurance Entity Injunction ................................................................32 Reorganized Quigley's Obligations Under the Plan...........................................32 Charter and Bylaws.............................................................................................32 The Board of Directors of Reorganized Quigley................................................32 Exit Facility ........................................................................................................32 Operations of Quigley Between Confirmation and the Effective Date ..............32 Cancellation of Existing Securities.....................................................................33 Effectuating Documents; Further Transactions ..................................................33 AIG Assignment Agreement ..............................................................................33 ARTICLE X EFFECT OF CONFIRMATION Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 Section 10.6 Section 10.7 Section 10.8 Section 10.9 Revesting of Reorganized Quigley's Assets.......................................................33 Preservation of Certain Causes of Action; Defenses ..........................................33 Preservation of Asbestos-Related Insurance Actions .........................................34 Terms of Injunction and Automatic Stay............................................................35 No Successor Liability; No Liability for Certain Released Claims....................35 Title to Asbestos-Related PI Trust Assets ..........................................................36 Dissolution of Creditors' Committee; Retention of Future Demand Holders' Representative; Creation of the Trust Advisory Committee ............36 Avoidance and Recovery Actions ......................................................................36 Tax Sharing Agreement ......................................................................................37

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ARTICLE XI RELEASES, INJUNCTION AND WAIVER OF CLAIMS Section 11.1 Section 11.2 Section 11.3 Section 11.4 Section 11.5 Section 11.6 Section 11.7 Section 11.8 Section 11.9 Discharge of Quigley..........................................................................................37 Injunction............................................................................................................38 Exculpation.........................................................................................................38 Release of Quigley's Officers and Directors ......................................................38 Limited Release of Released Parties by Persons Accepting Distributions Under the Plan .................................................................................................38 Asbestos-Related PI Channeling Injunction.......................................................39 Asbestos-Related Insurance Entity Injunction....................................................40 Limitations of Injunctions ...................................................................................42 Releases and Indemnification by Quigley..........................................................42 ARTICLE XII CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN Section 12.1 Section 12.2 Section 12.3 Section 12.4 Conditions Precedent to the Confirmation of the Plan.......................................42 Conditions Precedent to the Effective Date of the Plan .....................................46 Waiver of Conditions Precedent .........................................................................47 Effect of Failure or Absence of Waiver of Conditions Precedent to the Effective Date of the Plan................................................................................47 ARTICLE XIII JURISDICTION OF BANKRUPTCY COURT Section 13.1 Section 13.2 Section 13.3 Section 13.4 Section 13.5 Section 13.6 Retention of Jurisdiction.....................................................................................48 Modification of Plan...........................................................................................50 Compromises of Controversies...........................................................................50 Petition for Final Decree.....................................................................................50 Preservation of Rights under Rule 2004 of the Bankruptcy Rules .....................50 Revocation or Withdrawal of the Plan................................................................51 ARTICLE XIV MISCELLANEOUS PROVISIONS Section 14.1 Section 14.2 Section 14.3 Section 14.4

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Governing Law ...................................................................................................51 Notices ................................................................................................................51 Further Documents and Action...........................................................................53 Plan Supplement .................................................................................................53

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Section 14.5 Section 14.6 Section 14.7 Section 14.8 Section 14.9 Section 14.10 Section 14.11 Section 14.12 Section 14.13 Section 14.14

Inconsistencies ....................................................................................................54 Reservation of Rights .........................................................................................54 Tax Reporting and Compliance ..........................................................................54 Exemption from Transfer Taxes .........................................................................54 Binding Effect.....................................................................................................54 Severability.........................................................................................................55 Further Authorizations ........................................................................................55 Payment of Statutory Fees ..................................................................................55 Prepayment .........................................................................................................55 Effective Date Actions Simultaneous .................................................................55

SCHEDULE Schedule 1 Pfizer Inc. Affiliates

EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Asbestos-Related PI Trust Agreement Asbestos-Related PI Trust Distribution Procedures Schedule of Shared Asbestos-Related Insurance Policies* Schedule of Asbestos-Related Insurance Settlement Agreements* AIG Assignment Agreement ** Amended Bylaws of Reorganized Quigley** Amended Certificate of Incorporation of Reorganized Quigley** Asbestos-Related PI Claims Services Agreement ** Pfizer Insurance Relinquishment Agreement** Product Transfer and Services Agreement **

* **

To be filed in the near future. To be included in the Plan Supplement.

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INTRODUCTION Quigley Company, Inc., debtor and debtor- in-possession ("Quigley" or the "Debtor"), proposes the following plan of reorganization under chapter 11 of the Bankruptcy Code for the resolution of Quigley's outstanding Claims, Demands, and Equity Interests (the "Plan"). Reference is made to the Disclosure Statement to which this Plan is annexed for a discussion of Quigley's history, business, properties, and assets, and for a summary of the Plan and certain related matters. All holders of Claims and Demands against, and Equity Interests in, Quigley are encouraged to read the Plan and Disclosure Statement in their entirety before voting to accept or reject the Plan. NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND RELATED MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE BANKRUPTCY COURT HAVE BEEN AUTHORIZED BY THE BANKRUPTCY COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THE PLAN. Quigley is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code (as that term is defined herein). Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Rule 3019 of the Bankruptcy Rules and Section 13.2 of this Plan, Quigley reserves the right to alter, amend or modify this Plan, as Quigley deems necessary, prior to its substantial consummation. ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION Section 1.1 Capitalized Terms. The capitalized terms used herein have the respective meanings set forth below. Any term that is not otherwise defined herein, but that is defined or used in the Bankruptcy Code or Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or Bankruptcy Rules, as applicable. "Administrative Claim" means any right to payment constituting a cost or expense of administration of the Chapter 11 Case of a kind specified under section 503(b), 507(b) or 1114(e)(2) of the Bankruptcy Code and entitled to priority under section 507(a)(1) of the Bankruptcy Code, including, without limitation, (i) any actual and necessary costs and expenses of preserving the Estate, (ii) any actual and necessary costs and expenses of operating the businesses of Quigley, (iii) any indebtedness or obligations incurred or assumed by Quigley in the ordinary course of business in connection with the conduct of its businesses, (iv) any Fee Claims, (v) any fees or charges assessed against the Estate under 28 U.S.C. § 1930, including post-Confirmation Date and post-Effective Date fees and charges, and (vi) all costs and expenses, including any recording fees, transfer taxes, or similar fees or taxes, but only to the extent not proscribed by section 1146(c) of the Bankruptcy Code, arising out of or related to the transfer of Quigley's assets pursuant to this Plan.

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"Administrative Claims Bar Date" means the deadline for filing Administrative Claims, including Fee Claims, which date shall be set forth in the Confirmation Order. "Affiliate" of a specified Entity is: (i) an Entity that directly or indirectly owns, controls or holds with power to vote, 20 percent or more of the outstanding voting securities of such specified Entity; (ii) an Entity 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such specified Entity, or by an Entity described in subclause (i); or (iii) any other Entity that, directly or ind irectly, through one or more intermediaries or otherwise, Controls or is Controlled by, or is under common Control with the specified Entity; provided, however, that without limiting the generality of the foregoing, with respect to an "Affiliate" of the Debtor or a Person "Affiliated" with the Debtor, the term "Affiliate" shall include the meaning ascribed thereto in section 101(2) of the Bankruptcy Code. "AIG Insurance Settlement Agreement " means the Addendum to Settlement Agreement Among Pfizer Inc., Quigley Company, Inc. and Certain AIG Companies effective August 13, 2004. "AIG Assignment Agreement" means the AIG Assignment Agreement referenced in Section 9.12 of the Plan, and substantially in the form annexed hereto as Exhibit E. "AIG Companies" means those insurers that are parties to the AIG Insurance Settlement Agreement. "AIG Payments" means any and all payments made or to be paid by the AIG Companies under the AIG Insurance Settlement Agreement, as further described therein. "Allowed" means: (a) with respect to Asbestos-Related PI Claims, and for distribution purposes only, in such amount as is determined pursuant to the procedures set forth in the Asbestos-Related PI Trust Distribution Procedures. An Allowed Claim for distribution purposes with respect to Asbestos-Related PI Claims will be, and be deemed to be, a judgment determining the amount of legal liability against the Asbestos-Related PI Trust in the amount of such Allowed Claim. Such Allowed Claims will be paid pursuant to the terms of the Plan, the Asbestos-Related PI Trust Agreement, and the Asbestos-Related PI Trust Distribution Procedures; and (b) when used with respect to any other Claim against the Debtor (excluding Asbestos-Related PI Claims), including an Administrative Claim: (i) such Claim to the extent it is not a Disputed Claim; (ii) such Claim to the extent it may be allowed pursuant to a Final Order of the Bankruptcy Court; (iii) a Disputed Claim, proof of which was timely filed with the Bankruptcy Court, and (A) as to which no objection was filed by the Claims Objection Bar Date, unless such Claim is to be determined in a forum other than the Bankruptcy Court, in which case such Claim will not become allowed until determined by a Final Order of such other forum and allowed by a Final Order of the Bankruptcy Court; or (B) as to which an objection was filed by the Objection Deadline, to the extent allowed by a Final Order of the Bankruptcy Court; (iv) if no Proof of Claim

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was so filed, any Claim against Quigley which has been listed by Quigley on its Schedules, as such Schedules may be amended from time to time in accordance with Rule 1009 of the Bankruptcy Rules, as liquidated in amount and not disputed or contingent (or as to which the applicable Proof of Claim has been withdrawn or such claim has been Disallowed); (v) any Claim arising from the recovery of property under section 550 or 553 of the Bankruptcy Code and allowed in accordance with section 502(h) of the Bankruptcy Code; or (vi) any Claim expressly allowed under or pursuant to the terms of the Plan. Notwithstanding the foregoing, Claims against the Debtor allowed solely for the purpose of voting to accept or reject the Plan pursuant to the Solicitation Procedures Order or other order of the Bankruptcy Court shall not be considered Allowed Claims hereunder. "Allowed Amount" means, with respect to any Claim: the lesser of (i) the dollar amount of such Claim as Allowed; (ii) the estimated amount of such Claim (other than the estimated amount of any Claim for voting purposes only, pursuant to either the Solicitation Procedures Order or any other order of the Bankruptcy Court); and (iii) the dollar amount agreed to by Quigley, or in the case of Asbestos-Related PI Claims, by the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Trust Distribution Procedures. Unless otherwise provided in the Plan, the Asbestos-Related PI Trust Distribution Procedures, or a Final Order of the Bankruptcy Court or District Court, the Allowed Amount of an Allowed Claim, except for the Allowed Amount of the DIP Claim and the Senior Secured Claim shall not include interest or penalties accruing on such Allowed Claim from and after the Petition Date. In addition, unless an order of the Bankruptcy Court provides otherwise, the Allowed Amount of an Allowed Claim shall not, for any purpose under the Plan, include interest at any default rate of interest. "Allowed . . . Claim" means an Allowed Claim of the type described. "Amended Bylaws" means the amended and restated bylaws of Reorganized Quigley, in substantially the form annexed hereto as Exhibit F. "Amended Certificate of Incorporation" means the amended and restated certificate of incorporation of Reorganized Quigley, in substantially the form annexed hereto as Exhibit G. "Amended Charter Documents" means, collectively, the Amended Bylaws and the Amended Certificate of Incorporation. "Asbestos-Related Insurance Action" means any and all Claims, causes of action, or rights of the Asbestos-Related PI Trust against any Asbestos-Related Insurance Entity for insurance coverage for Asbestos-Related PI Claims that are acquired by the Asbestos-Related PI Trust pursuant to or as a result of the Quigley Insurance Transfer and/or the Pfizer Insurance Relinquishment Agreement, including, but not limited to, claims, causes of action, or rights arising from, under or related to: (a) any such Asbestos-Related Insurance Entity's failure to provide coverage or pay under an Asbestos-Related Insurance Settlement Agreement; (b) the refusal of any Asbestos-Related Insurance Entity to pay any obligations on, or compromise and settle, any Asbestos-Related PI Claim under or pursuant to any Shared Asbestos-Related

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Insurance Policy; or (c) the interpretation or enforcement of the terms of any Shared AsbestosRelated Ins urance Policy with respect to any Asbestos-Related PI Claim; provided, however, Pfizer shall retain all rights to initiate, prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all actions arising from or related to its insurance rights to the extent such rights are not relinquished under the Pfizer Insurance Relinquishment Agreement. "Asbestos-Related Insurance Action Recoveries" means: (a) certain Cash derived from, and paid pursuant to, Asbestos-Related Insurance Settlement Agreements; (b) the right to receive insurance proceeds or Cash from any Asbestos-Related Insurance Entity; and (c) the right to receive the proceeds or benefits of any Asbestos-Related Insurance Action; provided, however, neither Pfizer's nor Quigley's interest under the AIG Insurance Settlement Agreement shall constitute Asbestos-Related Insurance Action Recoveries. "Asbestos-Related Insurance Entity" means any Entity, including, but not limited to, any insurance company, broker, or guaranty association, that has issued, or that has any actual or potential liabilities, duties or obligations under or with respect to any Shared Asbestos-Related Insurance Policy. "Asbestos-Related Insurance Entity Injunction" means the injunction described in Section 11.7 of the Plan. "Asbestos-Related Insurance Settlement Agreements" means the agreements listed on the annexed Exhibit D, as the Debtor from time to time prior to the Effective Date may amend such exhibit; provided, however, that "Asbestos-Related Insurance Settlement Agreements" shall not include the AIG Insurance Settlement Agreement. "Asbestos-Related PI Channeling Injunction" means the injunction described in Section 11.6 of the Plan. "Asbestos-Related PI Claim" means: (a) any Claim, Demand, or remedy, whether now existing or hereafter arising or asserted against a Quigley Person or Pfizer Protected Party, whether under a direct or indirect theory of liability; and/or (b) any debt, obligation, or liability (whether or not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, bonded, secured, or unsecured), whenever and wherever arising or asserted, whether under a direct or indirect theory of liability, of a Quigley Person or Pfizer Protected Party (including, without limitation, all debts, obligations, and liabilities in the nature of or sounding in tort, contract, warranty, or any other theory of law, equity or admiralty, whether under common law or by statute); in either case ((a) or (b)) for, resulting from, attributable to, or arising by reason of, directly or indirectly, physical, emotional, bodily, or other personal injury or damages (including, without limitation, any Claim or Demand for compensatory damages, loss of consortium, medical monitoring, survivorship, wrongful death, proximate, consequential, general, special or punitive damages, reimbursement, indemnity, warranty, contribution, or subrogation) whether or not diagnosable or manifested before the Confirmation Date or the close of the Chapter 11 Case, (x) caused or allegedly caused, in whole or in part, directly or indirectly by: (i) asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or

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in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (ii) services, actions, or operations provided, completed, performed, or taken with asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (y) caused or allegedly caused, in whole or in part, by asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or a Pfizer Protected Party is alleged to have legal responsibility under any applicable law or by contract, whether or not arising, or allegedly arising, directly or indirectly from acts or omissions of such Quigley Person or Pfizer Protected Party, or other Entity for or with which a Quigley Person or Pfizer Protected Party is alleged to have legal responsibility. "AsbestosRelated PI Claims" shall include, without limitation, Indirect Asbestos-Related PI Claims and Trust Expenses. "Asbestos-Related PI Claimant " means the holder of an Asbestos-Related PI Claim. "Asbestos-Related PI Claims Services Agreement " means the agreement, to be dated as of the Effective Date, by and between Reorganized Quigley and the Asbestos-Related PI Trust, pursuant to which Reorganized Quigley will manage and process the Asbestos-Related PI Claims on behalf of the Asbestos-Related PI Trust, in substantially the form annexed hereto as Exhibit H. "Asbestos-Related PI Trust" means the asbestos-related personal injury trust to be established pursuant to section 524(g) of the Bankruptcy Code and in accordance with the Plan, the Confirmation Order and the Asbestos-Related PI Trust Agreement, which trust shall be treated as a "qualified settlement fund" under section 468B of the Internal Revenue Code. "Asbestos-Related PI Trust Agreement " means the agreement, to be dated as of the Effective Date, between and among Reorganized Quigley, the Trustees of the AsbestosRelated PI Trust, the Future Demand Holders' Representative and the Trust Advisory Committee, governing the creation of the Asbestos-Related PI Trust, in substantially the form annexed hereto as Exhibit A. "Asbestos-Related PI Trust Assets" means, collectively: (i) the Pfizer Contribution; (ii) the Quigley Contribution; and (iii) all proceeds of the foregoing. "Asbestos-Related PI Trust Distribution Procedures" means the trust distribution procedures for the Asbestos-Related PI Trust, in substantially the form annexed hereto as Exhibit B, and such additional procedures as subsequently may be adopted by the

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Asbestos-Related PI Trust, which provide for the liquidation and satisfaction of AsbestosRelated PI Claims. "Asbestos-Related PI Trust Documents" means the Asbestos-Related PI Trust Agreement, the Trust Bylaws, the Trust Indemnification Agreement and the other agreements, instruments and documents governing the establishment and administration of the AsbestosRelated PI Trust, as the same may be amended or modified from time to time, in accordance with the terms thereof. "Asbestos-Related Protected Party" means any of the following: (a) (b) (c) (d) the Debtor; Reorganized Quigley; predecessors of the Debtor; the Pfizer Protected Parties;

(e) any Entity, except for the Asbestos-Related PI Trust, that, pursuant to the Plan or otherwise, after the Effective Date, becomes a direct or indirect transferee of or successor to, the Debtor, Reorganized Quigley, any of the Pfizer Protected Parties, or any of their respective assets (but only to the extent that liability is asserted to exist as a result of its becoming such a transferee or successor); (f) any Entity that, pursuant to the Plan or otherwise, after the Effective Date, makes a loan to: (i) Reorganized Quigley; or (ii) a successor to, or transferee of any of the respective assets of, the Debtor, Reorganized Quigley, any of the Asbestos-Related Protected Parties, or the Asbestos-Related PI Trust (but only to the extent that liability is asserted to exist by reason of such Entity 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); and (g) any Entity to the extent such Entity is alleged to be directly or indirectly liable for the conduct of, Claims against, or Demands on Quigley, Reorganized Quigley or the Asbestos-Related PI Trust on account of Asbestos-Related PI Claims by reason of one or more of the following: (i) such Entity's ownership of a financial interest in: (a) Quigley; (b) Reorganized Quigley; (c) any past or present Affiliate of Quigley or Reorganized Quigley; or (d) any predecessor in interest of Quigley or Reorganized Quigley; (ii) such Entity's involvement in the management of: (a) Quigley; (b) Pfizer; (c) any past or present Affiliate of Quigley or Pfizer; (d) Reorganized Quigley; or (e) any predecessor in interest of Quigley or Reorganized Quigley;

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(iii) such Entity's service as an officer, director, or employee of: (a) Quigley; (b) Reorganized Quigley; (c) Pfizer; (d) any past or present Affiliate of Quigley or Pfizer; (e) any past or present Affiliate of Reorganized Quigley; (f) any predecessor in interest of Quigley or Reorganized Quigley; or (g) any Entity that owns or at any time has owned a financial interest in Quigley or Reorganized Quigley, any past or present Affiliate of Quigley or Reorganized Quigley, or any predecessor in interest of Quigley or Reorganized Quigley; or (iv) such Entity's involvement in a transaction changing the corporate structure, or in a loan or other financial transaction affecting the financ ial condition, of: (a) Quigley; (b) Pfizer; (c) Reorganized Quigley; (d) any past or present Affiliate of Quigley or Reorganized Quigley; (e) any predecessor in interest of Quigley or Reorganized Quigley; or (f) any Entity that owned a financial interest in Quigley or Reorganized Quigley, any past or present Affiliate of Quigley or Reorganized Quigley, or any predecessor in interest of Quigley or Reorganized Quigley. "Avoidance Action" means any and all avoidance or recovery actions under sections 502(d), 542, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, or under related state or federal statutes and common law, whether or not litigation has been commenced with respect to such causes of action as of the Effective Date. "Ballot" means each of the ballots and/or master ballots distributed with the Disclosure Statement to holders of Impaired Claims against or Equity Interests in the Debtor (other than to holders of Impaired Claims or Equity Interests deemed to have rejected the Plan or otherwise not entitled to vote on the Plan) on which ballot such holder of a Claim or Equity Interest may, among other things, vote to accept or reject the Plan. "Ballot Deadline" means the date set by the Bankruptcy Court, pursuant to the Solicitation Procedures Order, by which the Ballots must be received by Quigley or its balloting agent, notice of which is transmitted with the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, as such date may be extended by Quigley in its sole and absolute discretion. "Bankruptcy Code" or "Code" means title 11 of the United States Code, 11 U.S.C. section 101 et seq., as in effect on the Petition Date, together with all amendments, modifications and replacements of the foregoing as the same may exist on any relevant date to the extent applicable to the Chapter 11 Case. "Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of New York or such other court as may have jurisdiction over the Chapter 11 Case. "Bankruptcy Rules" means, collectively: (a) the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075, title 28, United States Code; (b) the Federal Rules of Civil Procedure, as applicable to the Chapter 11 Case or proceedings therein; and (c) the local rules of the Bankruptcy Court, all as amended from time to time and applicable in this Chapter 11 Case.

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"Bar Date" means the date fixed by order of the Bankruptcy Court by which a holder of a Claim against Quigley (other than a holder of any Asbestos-Related PI Claim) must file a Proof of Claim against Quigley. "Board of Directors" means the board of directors of a corporation. "Business Day" means any day except: (i) Saturday; (ii) Sunday; (iii) any other day on which banking institutions in New York, New York are required or authorized to close by law or executive order; and (iv) the Friday after Thanksgiving. "Cash" means legal tender of the United States of America. "Causes of Action" means any and all actions, causes of action, Liabilities, obligations, accounts, controversies, rights to legal remedies, rights to equitable remedies, rights to payment, suits, debts, sums of money, damages, judgments, Claims, and Demands, whatsoever, whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured, whether asserted or assertable directly or derivatively, in law, equity or otherwise which may be brought by or on behalf of the Debtor and/or the Estate, arising under any provision of the Bankruptcy Code or other applicable law. "Chapter 11 Case" means the case under chapter 11 of the Bankruptcy Code filed by Quigley, styled In re Quigley Company, Inc., Case No. 04­15739 (PCB), pending in the United States Bankruptcy Court for the Southern District of New York. "Claim" means a (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, legal, equitable, secured, or unsecured; or (b) right to an equitable remedy for breach of performance if such right gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. "Claims Agent" means The Trumbull Group, LLC. "Claims Objection Bar Date" means, for all Claims against the Debtor (other than Asbestos-Related PI Claims), 270 days after the Effective Date, unless extended by order of the Bankruptcy Court prior to the expiration thereof. "Class" means a category of holders of Claims or Equity Interests described in Article IV hereof. "Common Stock" means the shares of common stock, par value $0.01 per share, of Quigley issued and outstanding as of the Petition Date. "Confirmation Date" means the date the Confirmation Order is entered on the docket maintained by the Clerk of the Bankruptcy Court or any other court of competent jurisdiction with respect to the Chapter 11 Case.

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"Confirmation Hearing" means the hearing to be held by the Bankruptcy Court pursuant to section 1128 of the Bankruptcy Code to consider confirmation of the Plan, as such hearing may be adjourned or continued from time to time. "Confirmation Order" means the order or orders of the Bankruptcy Court or any other court of competent jurisdiction confirming the Plan under section 1129 of the Bankruptcy Code, which shall contain, among other things, the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or activities of a Person or Entity, whether through ownership of voting securities, by contract or otherwise. "Creditors' Committee" means the statutory committee of unsecured creditors appointed in the Chapter 11 Case by the United States Trustee on September 22, 2004, as thereafter modified or reconstituted. "Cure" means the Distribution of Cash, or such other property as may be agreed upon by the parties and/or ordered by the Bankruptcy Court, with respect to the assumption of an Executory Contract pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to all accrued, due, and unpaid monetary obligations, without interest, or such other amount as may be agreed upon by the parties or ordered by the Bankruptcy Court, under such Executory Contract, to the extent such obligations are enforceable under the Bankruptcy Code and applic able nonbankruptcy law. "Debtor" means Quigley Company, Inc., debtor and debtor-in-possession in the Chapter 11 Case. "Demand " means a demand for payment, present or future, within the meaning of section 524(g)(5) of the Bankruptcy Code that: (i) was not a Claim during the Chapter 11 Case; (ii) arises out of the same or similar conduct or events that gave rise to the Asbestos-Related PI Claims; and (iii) pursuant to the Plan, is to be paid by the Asbestos-Related PI Trust. "DIP Claim" means Pfizer's Claim arising under the Senior Secured Loan Facility for all advances made after the Petition Date and for the use of Cash Collateral pursuant to: (a) the Interim Cash Collateral Order; and (b) the Final DIP/Cash Collateral Order. "Disallowed" means, when used with respect to a Claim against the Debtor, a Claim that: (a) is disallowed in whole or in part (but solely to the extent of such disallowance) by an order of the Bankruptcy Court or other court of competent jurisdiction or disallowed in its entirety pur suant to the Asbestos-Related PI Trust Distribution Procedures, as the case may be; or (b) has been withdrawn, in whole or in part, by the holder thereof. "Disclosure Statement " means the written disclosure statement that relates to this Plan, including the exhibits and schedules thereto, as approved by the Bankruptcy Court as containing adequate information pursuant to section 1125 of the Bankruptcy Code and Rule 3017 of the Bankruptcy Rules, as such disclosure statement may be amended, modified, or supplemented from time to time.

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"Disputed Claim" means a Claim, or any portion thereof, against the Debtor that is neither Allowed nor Disallowed (other than Asbestos-Related PI Claims, which shall be Allowed or Disallowed pursuant to the Asbestos-Related PI Trust Distribution Procedures or otherwise by order of the Bankruptcy Court). "Distribution Record Date" means the record date for determining an entitlement to receive Distributions under the Plan on account of Allowed Claims, which shall be the Confirmation Date. "Distributions" means the properties or interests in property to be paid or distributed hereunder or under the Asbestos-Related PI Trust Distribution Procedures to the holders of Allowed Claims. "District Court" means the United States District Cour t for the Southern District of New York. "Docket" means the docket in the Chapter 11 Case maintained by the Clerk of the Bankruptcy Court. "Effective Date" means the first Business Day on which all conditions precedent set forth in Section 12.2 of the Plan have been satisfied or waived as provided in Section 12.3 of the Plan. "Encumbrance" means with respect to any property (whether real or personal, tangible or intangible), any mortgage, Lien, pledge, charge, security interest, assignment, or encumbrance of any kind or nature in respect of such property (including any conditional sale or other title retention agreement, any security agreement, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable la w of any jurisdiction) to secure payment of a debt or performance of an obligation. "Entity" means any Person or entity, including, without limitation, any individual, corporation, limited liability company, partnership, association, joint stock company, joint venture, estate, trust, unincorporated organization, or government or any political subdivision thereof. "Equity Interest" means all right, title and interest of Pfizer in the issued and outstanding shares of the Common Stock. "Estate" means the estate created in the Debtor's Chapter 11 Case under section 541 of the Bankruptcy Code. "Excess Cash" means an amount equal to the greater of the following: (a) $0; and (b) (i) all Cash held by Quigley and (ii) Quigley's Insurer Receivables outstanding (net of an amount, as determined by Quigley, deducted for doubtful accounts), as of the last day of the month immediately preceding the Effective Date less the sum of the following as of such date: (i) a working capital reserve in the amount of [$___________] (or such other amount as Quigley, after consultation with the Future Demand Holders' Representative and the Trustees of the Asbestos-Related PI Trust, determines it requires for working capital purposes); (ii) the Allowed

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Amount of Allowed Administrative Claims; (iii) a reasonable estimate by Quigley of additional Administrative Claims (such as Fee Claims) that may become Allowed thereafter; (iv) the Allowed Amount of Allowed Priority Tax Claims; (v) a reasonable estimate by Quigley of additional Priority Ta x Claims that may become Allowed Priority Tax Claims thereafter; (vi) the Allowed Amount of all Priority Claims; (vii) a reasonable estimate of all Priority Claims that may become Allowed Priority Claims thereafter; (viii) the DIP Claim; (ix) the amount of the Senior Secured Claim minus $30 million; (x) the Allowed Amount of all Unsecured Claims; and (xi) the $2.145 million Ford Motor Company Bond owned by Quigley; (xii) the intercompany tax benefit account receivable payable by Pfizer to Quigley pursuant to the Tax Sharing Agreement; and (xiii) any other Cash required to be paid or distributed by Quigley or Reorganized Quigley pursuant to the Plan, other than in respect of Cash to be contributed to the Asbestos-Related PI Trust. "Executory Contract" means any unexpired lease or executory contract that is subject to treatment under section 365 of the Bankruptcy Code. "Exit Facility" means the financing agreement(s) and/or commitment(s) that Quigley may obtain to provide Reorganized Quigley with availability t finance its general o working capital and other general corporate needs, in such amounts and on such terms as are satisfactory to Reorganized Quigley and Pfizer. "Fee Claim" means collectively, any Claim of a: (a) Professional for allowance of compensatio n and reimbursement of costs and expenses, and (b) member of the Creditors' Committee for reimbursement of costs and expenses, incurred in the Chapter 11 Case prior to and including the Effective Date. "Final DIP/Cash Collateral Order" means the Final Order: (I) Authorizing Postpetition Financing; (II) Granting Security Interests and Superpriority Administrative Expense Status; (III) Authorizing the Use of Cash Collateral; (IV) Authorizing Quigley Company, Inc. to Enter into Financing Agreements; (V) Modifying the Automatic Stay; and (VI) Granting Replacement Liens and Rights to Adequate Protection, entered by the Bankruptcy Court on September 27, 2004. "Final Order" means an order or judgment as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for reargument or rehearing shall then be pending; provided, however, if an appeal, writ of certiorari, reargument or rehearing thereof has been filed or sought, such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired. "Future Demand Holders" means any and all holders of Demands, whether now known or hereafter discovered. "Future Demand Holders' Representative" means Albert Togut (or any courtappointed successor), in his capacity as the court-appointed legal representative for all Future

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Demand Holders for the purpose of protecting the interests of persons that may subsequently assert Asbestos-Related PI Claims cha nneled to the Asbestos-Related PI Trust. "Impaired" means, when used with respect to a Claim or an Equity Interest, a Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. "Indirect Asbestos-Related PI Claims" means a Claim or Demand that: (a) is based upon a right of contribution, reimbursement, subrogation, indemnity (whether arising by contract or by operation of law) or virile share (as those terms are defined by the nonbankruptcy law of any relevant jurisdiction), or similar Claims or Demands, whether or not such Claim or Demand is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts or legal bases therefore are known or unknown, and regardless of whether in the nature of, or sounding in, contract, tort, warranty, guarantee, contribution, joint and several liability, subrogation, reimbursement, indemnity, statutory right, conspiracy, cond ucting a fraudulent defense, or any other theory of law, equity, or admiralty; and (b) asserts liability or responsibility, directly or indirectly, arising out of, attributable to, or resulting from, an Asbestos-Related PI Claim. "Initial Distribution Date" means the date, not later than thirty (30) days after the Effective Date, on which Reorganized Quigley commences Distributions under the Plan. "Insurance Contributors" means: (a) Pfizer on behalf of itself and certain other Pfizer Protected Parties; and (b) Quigley or Reorganized Quigley, as the case may be. "Insurance Policy" means any insurance policy that provides coverage to Quigley. "Insurer Receivable" means any amount owed to Quigley or Pfizer for asbestosrelated personal injury claims that were settled or otherwise resolved prior to the Petition Date and previously billed to their insurers by Quigley or Pfizer in accordance with certain AsbestosRelated Insurance Settlement Agreements. "Insurance Settlement Proceeds Trust" means the Pfizer/Quigley Joint Insurance Fund Trust established by Pfizer and Quigley pursuant to the Insurance Settlement Proceeds Trust Agreement. "Insurance Settlement Proceeds Trust Agreement" means the Pfizer/Quigley Joint Insurance Fund Trust Agreement, dated as of August 27, 2004, by and among Pfizer, Quigley, and JPMorgan Chase Bank, as trustee. "Interim Cash Collateral Order" means that Interim Order (I) Authorizing the Use of Cash Collateral; (II) Granting Replacement Liens and Rights to Adequate Protection; and (III) Scheduling a Final Hearing on the Debtor's Motion to Obtain Post-Petition Financing, entered by the Bankruptcy Court on September 7, 2004. "Liabilities" means any and all costs, expenses, actions, causes of action, suits, controversies, damages, claims, demands, debts, liabilities or obligations of any nature, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, liquidated or

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unliquidated, matured or not matured, contingent or direct, whether arising at common law, in equity, or under any statute, based in whole or in part on any act or omission or other occurrence arising or taking place on or prior to the Effective Date. "Lien" has the meaning ascribed to such term in section 101(37) of the Bankruptcy Code (but a lien that has been or may be avoided pursuant to an Avoidance Action shall not constitute a Lien). "Master Service List" means the master service list, as amended from time to time, established in the Chapter 11 Case pursuant to an order of the Bankruptcy Court dated September 7, 2004. "Payment Percentage" means the percentage, as of the Effective Date, of full liquidated value that holders of Asbestos-Related PI Claims will be entitled to receive from the Asbestos-Related PI Trust pursuant to the Asbestos-Related PI Trust Distribution Procedures, which shall be _____%. "Person" means an individual, company, corporation, partnership, joint venture, trust, estate, unincorporated association, unincorporated organization, governmental entity, or political subdivision thereof, or any other Entity. "Petition Date" means September 3, 2004, the date the Chapter 11 Case was commenced. "Pfizer" means Pfizer Inc., a Delaware corporation. "Pfizer Claimant Settlement Agreement " means any settlement agreement entered into between Pfizer and certain holders of Asbestos-Related PI Claims or their counsel pursuant to which the holders of Asbestos-Related PI Claims settled by these agreements agreed to: (a) resolve all current and future asbestos-related personal injury claims against the Pfizer Protected Parties, with the exception of Quigley; and (b) reduce the amount of the Distributions they are entitled to receive from the Asbestos-Related PI Trust to an amount equal to 10% of the Distributions a similarly-situated holder of an Allowed Asbestos-Related PI Claim shall receive from the Asbestos-Related PI Trust pursuant to the Asbestos-Related PI Trust Distribution Procedures, if and only if the holders of Asbestos-Related PI Claims (other than the holders of Claims settled by a Pfizer Claimant Settlement Agreement) do not receive Distributions equal to 100% of the Allowed Amounts of their Allowed Asbestos-Related PI Claims from the AsbestosRelated PI Trust under the Asbestos-Related PI Trust Distribution Procedures. "Pfizer Contribution" means, collectively, the contributions of, and benefits provided by, Pfizer on behalf of itself and the other Pfizer Protected Parties, as follows: (a) Pfizer's execution and delivery to the Asbestos-Related PI Trust of the Pfizer Insurance Relinquishment Agreement, pursuant to which Pfizer will relinquish its rights to $[____] in products/completed operations limits under the Shared Asbestos-Related Insurance Policies and the Asbestos-Related Insurance Settlement Agreements related to such coverages as identified on Schedule 1 of the Pfizer Insurance Relinquishment Agreement, exclusive of the

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policies issued by the AIG Companies that are subject to the AIG Insurance Settlement Agreement; (b) A contribution to the Asbestos-Related PI Trust of an annuity with a total nominal face value of $405 million, payable in equal installments over a period of 40 years, in exchange for receiving an assignment of Quigley's right, title and interest in and to the AIG Payments; (c) Pfizer's agreement to forgive $30 million of the Senior Secured Claim as of the Effective Date; (d) A deemed contribution to the Asbestos-Related PI Trust of approximately $___ million as consideration for Pfizer's settlement payments to the holders of AsbestosRelated PI Claims who entered into Pfizer Claimant Settlement Agreements, in exchange for which such holders agreed that in the event holders of Allowed Asbestos-Related PI Claims (other than the holders of Claims settled by a Pfizer Claimant Settlement Agreement) do not receive Distributions equal to 100% of the Allowed Amount of their Claims from the AsbestosRelated PI Trust, each holder shall reduce his/her Distributions to an amount equal to 10% of the Distributions a similarly-situated holder of an Asbestos-Related PI Claim will receive from the Asbestos-Related PI Trust pursuant to the Asbestos-Related PI Trust Distribution Procedures; (e) Pfizer's execution and delivery of the Product Transfer and Services Agreement, which will: (i) effectuate Pfizer's and certain of its Affiliates' grant to Reorganized Quigley of an exclusive, irrevocable, royalty free, perpetual license in the United States under the applicable intellectual properties to make, have made, use, sell, offer for sale and import the following pharmaceutical products: (i) Vistaril; (ii) Zarontin; (iii) Glynase; and (iv) Navane; and (b) provide that Pfizer and/or any Affiliate granting such a license agree to continue to provide certain services, at Reorganized Quigley's expense, with respect to these products, including without limitation, manufacturing and distribution services; (f) Pfizer's right, title and interest in the Insurance Settlement Proceeds Trust and the shared assets contained therein, other than Pfizer's right, title and interest in and to approximately $____ of AIG Payments, whic h will be assigned by Quigley to Pfizer pursuant to the AIG Assignment Agreement; and (g) Upon the occurrence of the Stock Transfer Date, Pfizer's transfer of 100% of the common stock of Reorganized Quigley to the Asbestos-Related PI Trust. "Pfizer Insurance Relinquishment Agreement " means the agreement, to be dated as of the Effective Date, by and between Reorganized Quigley and Pfizer, which provides for the relinquishment and abandonment to the Asbestos-Related PI Trust of all of Pfizer's rights to the products/completed operations insurance coverage under Shared Asbestos-Related Insurance Policies and Asbestos-Related Insurance Settlement Agreements related to such coverages, as identified on Schedule 1 of the agreement, exclusive of the policies issued by the AIG Companies that are subject to the AIG Insurance Settlement Agreement. "Pfizer Protected Parties" means: (a) Pfizer; (b) Pfizer's Affiliates as of the date hereof, including without limitation, those listed on Schedule 1 hereto; (c) any predecessors or

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successors, or any person alleged to be a predecessor or successor, of the persons identified in clauses (a) and (b) of this definition, including without limitation, Mineral Technologies Inc. or any of its subsidiaries or affiliates; (d) all of the respective future Affiliates of Pfizer; (e) any and all Persons or Entities against whom Plaintiffs have asserted or may assert a Claim or Demand based on alleged exposure to asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof that were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by any Quigley Person, including a Quigley contracting unit; and (f) the respective former and present Representatives of the Persons and Entities identified in clauses (a) through (e) of this definition, acting in such capacity. "Plan" means this plan of reorganization of Quigley under chapter 11 of the Bankruptcy Code, including any supplements, schedules and exhibits hereto, either in its present form or as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof. "Plan Contributors" means, collectively, Pfizer, on behalf of itself and the other Pfizer Protected Parties, and Quigley. "Plan Documents" means the Plan, the Disclosure Statement, the AsbestosRelated PI Trust Agreement, the Asbestos-Related PI Trust Distribution Procedures, the AIG Assignment Agreement, the Pfizer Insurance Relinquishment Agreement, the Product Transfer and Services Agreement, the Asbestos-Related PI Claims Services Agreement, any document contained in the Plan Supplement, all of the exhibits and schedules attached to any of the foregoing, and any other document necessary to implement the Plan. "Plan Supplement" means the compilation of documents or forms of documents specified in the Plan, including, but not limited to, the documents specified in Section 14.4 of the Plan and any exhibits to the Plan not included herewith, each in form and substance acceptable to the Debtor and Pfizer, which the Debtor shall file with the Bankruptcy Court on or before the date that is five (5) Business Days prior to the deadline for the filing and service of objections to the Plan, all of which are incorporated herein by reference. "Preliminary Injunction Order" means the Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362(a) and Federal Rule of Bankruptcy Procedure 7065, dated December 17, 2004. "Priority Claim" means any Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code other than an Administrative Claim, DIP Claim, or a Priority Tax Claim. "Priority Tax Claim" means any Claim entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code. "Product Transfer and Services Agreement " means one or more agreements to be entered into on the Effective Date between Pfizer or one of its Affiliates, on the one hand, and Reorganized Quigley, on the other hand, substantially in the form(s) annexed hereto as Exhibit J, pursuant to which: (a) Pfizer and certain of its Affiliates will grant to Reorganized Quigley an exclusive, irrevocable, royalty free, perpetual license in the United States under the applicable

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intellectual properties to make, have made, use, sell, offer for sale and import the following pharmaceutical products: (i) Vistaril; (ii) Zarontin; (iii) Glynase; and (iv) Navane; and (b) Pfizer and/or any Affiliate granting such a license agree to continue to provide certain services, at Reorganized Quigley's expense, with respect to these products, including without limitation, manufacturing and distribution services. "Professional" means any person retained or to be compensated pursuant to section 327, 328, 330, 503(b), 506(b), 524(g) or 1103 of the Bankruptcy Code, including the Future Demand Holders' Representative and any person retained thereby. "Proof of Claim" means any proof of claim filed with the Bankruptcy Court or the Claims Agent pursuant to Bankruptcy Code section 501 and Rule 3001 or 3002 of the Bankruptcy Rules that asserts a Claim against Quigley. "Pro Rata Share" means, with respect to any Claim, a proportionate share, so that the ratio of the consideration distributed on account of an Allowed Claim in a Class to the amount of such Allowed Claim is the same as the ratio of the amount of the consideration distributed on account of all Allowed Claims in such Class to the amount of all Allowed Claims in such Class. "Quigley" means Quigley Company, Inc., a New York corporation, the Debtor and debtor- in-possession. "Quigley Contribution" means the consideration to be delivered pursuant to the terms of the Plan on or after the Effective Date, by and on behalf of Quigley or Reorganized Quigley, as the case may be, to the Asbestos-Related PI Trust, on account of Asbestos-Related PI Claims, consisting of: (a) the Quigley Insurance Transfer; (b) Excess Cash; and (c) Quigley's right, title and interest in and to the Insurance Settlement Proceeds Trust and the shared assets contained therein, other than its right, title and interest in and to the AIG Payments, which Quigley shall assign to Pfizer pursuant to the AIG Assignment Agreement. "Quigley Insurance Transfer" means the transfer, grant, and assignment by Quigley of its Shared Asbestos-Related Insurance Rights to the Asbestos-Related PI Trust described in Section 9.3(e) of the Plan. "Quigley Person" means each of: (a) Quigley; and (b) Quigley's former and present employees, directors, or officers, acting in such capacity. "Quigley Stock Right " means the right granted by Pfizer to the Asbestos-Related PI Trust to acquire 100% of the common stock of Reorganized Quigley, which is exercisable by the Asbestos-Related PI Trust for the sum of $[_____], no earlier than upon the satisfaction of each of the following conditions: (a) the one- year anniversary of the Effective Date has occurred; (b) the products licensed under the Product Transfer and Services Agreement have in the aggregate generated gross sales of $[_____]; and (c) the Asbestos-Related PI Trust has distributed at least $25 million on account of Allowed Asbestos-Related PI Claims.

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"Rejection Claim" means a Claim for damages under section 502(g) of the Bankruptcy Code resulting from the rejection of an executory contract or unexpired lease by Quigley or Reorganized Quigley. "Released Parties" shall have the meaning ascribed to such term in Section 11.4 of the Plan. "Reorganized Quigley" means Quigley, or any successor thereto by merger, consolidation, or otherwise, on and after the Effective Date. "Representatives" means, with respect to any specified Entity, the officers, directors, employees, agents, attorneys, accountants, financial advisors, other representatives, subsidiaries, affiliates, or any person who controls any of these within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. "Schedules" means the schedules of assets and liabilities and the statements of financial affairs of Quigley as filed with the Bankruptcy Court by Quigley in accordance with section 521 of the Bankruptcy Code, as such schedules and statements may be amended or supplemented from time to time. "Senior Secured Claim" means Pfizer's Claim for all amounts outstanding as of the Petition Date under the Senior Secured Loan Facility, plus interest accruing from and after the Petition Date. "Senior Secured Loan Facility" means the Credit and Security Agreement, dated as of March 6, 2003: (a) as amended on May 29, 2003 and October 29, 2003, between Quigley, as borrower, and Pfizer, as lender; (b) as further amended on October 8, 2004 pursuant to Amendment No. 3 to Credit and Security Agreement, between Quigley, as borrower, and Pfizer, as lender, and approved by the Bankruptcy Court pursuant to the Final DIP/Cash Collateral Order and (c) as further amended on February 18, 2005 pursuant to Amendment No. 4 to Credit and Security Agreement between Quigley, as borrower, and Pfizer, as lender. "Settling Asbestos-Related Insurance Entity" means: (a) any Asbestos-Related Insurance Entity that has entered into an Asbestos-Related Insurance Settlement Agreement prior to the Confirmation Date, which is sufficiently comprehensive, in the sole judgment of the Debtor, to warrant treatment under section 524(g) of the Bankruptcy Code, which determination by the Debtor shall be expressly indicated by identifying such Asbestos-Related Insurance Entity as a "Settling Asbestos-Related Insurance Entity" on Exhibit D to the Plan; and (b) the AIG Companies; but in both cases, only subject to the terms of, and only to the extent of the release provided in, the Asbestos-Related Insurance Settlement Agreement or the AIG Insurance Settlement Agreement, as applicable, to which such Settling Asbestos-Related Insurance Entity is a party. "Shared Asbestos-Related Insurance Policies" means the insurance policies issued to Pfizer that provide coverage to Quigley for products/completed operations claims, as listed on Exhibit C to the Plan, as such exhibit may be amended by Quigley from time to time prior to the Effective Date; provided, however, Shared Asbestos-Related Insurance Policies shall

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not include the policies issued by the AIG Companies that are subject to the AIG Insurance Settlement Agreement. "Shared Asbestos-Related Insurance Rights" means, subject to the terms of the AIG Assignment Agreement and the Pfizer Insurance Relinquishment Agreement, and exclusive of Pfizer's right, title and interest in and to Pfizer Insurer Receivables, any and all rights, titles, privileges, interests, claims, demands, or entitlements to any proceeds, receivables, payments, initial or supplemental dividends, scheme payments, supplemental scheme payments, causes of action, choses in action and Asbestos-Related Insurance Actions related to the Shared AsbestosRelated Insurance Policies, the Asbestos-Related Insurance Settlement Agreements and/or Quigley's Insurer Receivables (net of any amounts retained by Quigley or Reorganized Quigley, as the case may be, in calculating Excess Cash), whether now existing or hereafter arising, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, disputed or undisputed, fixed or contingent, and whether or not such rights are held in the Insurance Settlement Proceeds Trust, including but not limited to: (a) any and all rights to pursue or receive payments with respect to AsbestosRelated PI Claims under any Shared Asbestos-Related Insurance Policy, AsbestosRelated Insurance Settlement Agreement and/or Quigley's Insurer Receivables, whether for liability, defense, or otherwise; (b) any and all rights to pursue or receive payments related to any Shared Asbestos-Related Insurance Policy, Asbestos-Related Insurance Settlement Agreement and/or Quigley's Insurer Receivables that was issued or entered into by any domestic or foreign insurance company that now is insolvent, whether such company is in receivership, liquidation, rehabilitation, run-off, scheme of arrangement, or any other form of proceeding; and (c) any and all rights to pursue or receive payments related to any Shared Asbestos-Related Insurance Policy, Asbestos-Related Insurance Settlement Agreement and/or Quigley's Insurer Receivables from any state insurance guaranty association in connection with any state insurance guaranty association statute. "Solicitation Procedures Order" means the order entered by the Bankruptcy Court on _________, 2005, which, among other things, (a) estimates each Asbestos-Related PI Claim in the amount of $1.00, solely for voting purposes and not for distribution purposes; and (b) approves procedures for soliciting and tabulating the votes to accept or reject the Plan cast by holders of Claims against and Equity Interests in Quigley, including without limitation, Asbestos-Related PI Claims. "Stock Transfer Date" means the date on which the Quigley Stock Right is exercised. "Tax Sharing Agreement " means the Tax Sharing Agreement entered into by and among Pfizer and certain of its Affiliates, including Quigley, dated December 31, 2003, pursuant to which the parties to the agreement established a method for allocating their consolidated tax liability.

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"Trust Advisory Committee" means the Trust Advisory Committee established pursuant to the terms of the Plan and the Asbestos-Related PI Trust Agreement. "Trust Bylaws" means the Quigley Company, Inc. Asbestos-Related PI Trust Agreement Bylaws, effective as of the Effective Date, substantially in the form as Exhibit B attached to the Asbestos-Related PI Trust Agreement, as such bylaws may be amended or modified from time to time in accordance with the terms of the Asbestos-Related PI Trust Agreement. "Trustee" means an individual appointed by the Bankruptcy Court to serve as one of the trustees of the Asbestos-Related PI Trust pursuant to the terms of the Plan and the Asbestos-Related PI Trust Agreement or who subsequently may be appointed pursuant to the terms of the Asbestos-Related PI Trust Agreement. "Trust Expenses" means any of the liabilities, costs, or expenses of, or imposed upon, or assumed by the Asbestos-Related PI Trust (other than liabilities to holders of AsbestosRelated PI Claims in respect of such Asbestos-Related PI Claims), as incurred in accordance with the provisions of the Asbestos-Related PI Trust Agreement. "Trust Indemnification Agreement" means the Indemnification Agreement entered into by and among, Quigley or Reorganized Quigley, as the case may be, Pfizer, on behalf of itself and for the benefit of the Pfizer Protected Parties, and the managing Trustee of the Asbestos-Related PI Trust, substantially in the form as Exhibit A attached to the AsbestosRelated PI Trust Agreement. "Unimpaired" means a Claim or Equity Interest, or a Class of Claims or Equity Interests, that is not Impaired under this Plan. "United States Trustee" means the United States Trustee appointed under section 591, title 28, United States Code to serve in the Southern District of New York. "Unsecured Claim" means a Claim against Quigley that is not secured by a valid and enforceable Lien against property of Quigley and that is not an A dministrative Claim, a Priority Claim, a Priority Tax Claim, or an Asbestos-Related PI Claim. Section 1.2 Interpretation; Application of Definitions; Rules of Construction and Computation of Time. The headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. Wherever from the context it appears appropriate, each term stated in either the singular or the plural will include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender will include the masculine, feminine, and neuter. Unless otherwise specified, all Article, Section, Schedule or Exhibit references in the Plan are to the respective article or section of, or schedule or exhibit to, the Plan. For purposes of the Plan: (a) any reference in the Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document will be substantially in such form or substantially on such terms and conditions; and (b) any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented. The words "herein," "hereof," "hereto," "hereunder," and other words of

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similar meaning refer to the Plan as a whole and not to any particular section, subsection or clause contained in the Plan. The rules of construction contained in section 102 of the Bankruptcy Code will apply to the construction of the Plan. Unless otherwise stated herein, all references to dollars mean United States dollars. In computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions of Rule 9006(a) of the Bankruptcy Rules will apply. Section 1.3 Exhibits. All exhibits and schedules to this Plan, to the extent not annexed hereto and any agreements referred to herein and therein will be available for review following their filing with the Bankruptcy Court (a) at www.quigleyreorg.com, and (b) on Business Days from 9:00 a.m. through 5:00 p.m. (prevailing New York time), at the following address: Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attention: Jessica L. Fainman, Esq. Section 1.4 Ancillary Documents. Each of the schedules and exhibits to the Plan (whether annexed hereto or included in the Plan Supplement), the Disclosure Statement, and the schedules and exhibits to the Disclosure Statement are an integral part of the Plan and are hereby incorporated by reference and made a part of the Plan, including, without limitation, the Asbestos-Related PI Trust Agreement, the Asbestos-Related PI Trust Distribution Procedures, the Amended Charter Documents, and the other Plan Documents. Section 1.5 "Contra Proferentem" Rule Not Applicable. This Plan is the product of extensive discussions and negotiations between and among, inter alia, the Plan Contributors, members of the Creditors' Committee, the Future Demand Holders' Representative and Representatives of certain other holders of Asbestos-Related PI Claims. Each of the foregoing was represented by counsel who either participated in the formulation and documentation of, or was afforded the opportunity to review and provide comments on, this Plan, the Disclosure Statement, and the documents ancillary thereto. Accordingly, the rule of contract construction known as "contra proferentem" shall not apply to the interpretation of any provision of this Plan, the Disclosure Statement, the other Plan Documents or any agreement or document generated in connection herewith. ARTICLE II CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS Section 2.1 Claims and Equity Interests Classified. For purposes of organization, voting, and all Plan confirmation matters, and except as otherwise provided herein, all Claims against and Equity Interests in the Debtor are classified as set forth in this Article II of the Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, the DIP Claim and Priority Tax Claims described in Article III of this Plan have not been classified and are excluded from the following Classes. A Claim or Equity Interest is classified

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in a particular Class only to the extent that the Claim or Equity Interest falls within the description of the Class, and is classified in another Class or Classes to the extent that any remainder of the Claim or Equity Interest falls within the description of such other Class or Classes. Notwithstanding anything to the contrary contained in this Plan, no Distribution shall be made on account of any Claim that is not an Allowed Claim for distribution purposes. The Bankruptcy Court at the Confirmation Hearing shall resolve any dispute with respect to the Debtor's classification of Claims and Equity Interests. Section 2.2 Summary of Classification of Claims and Equity Interests. For purposes of all confirmation matters, including, without limitation, voting on, confirmation of, and Distributions under, the Plan, and except as otherwise provided herein, all Claims against (other than Administrative Claims, Fee Claims, the DIP Claim, and Priority Tax Claims, which are not classified) and Equity Interests in Quigley are classified as follows: CLASS Class 1 Class 2 Class 3 Class 4 Class 5 CLASS NAME Priority Claims Senior Secured Claim Unsecured Claims Asbestos-Related PI Claims Equity Interests in Quigley Section 2.3 (a) (b) Claim. (c) Class 3: Unsecured Claims. Class 3 consists of all Unsecured Claims. Classification. STATUS Unimpaired ­ not entitled to vo te Impaired ­ entitled to vote Impaired ­ entitled to vote Impaired ­ entitled to vote Impaired ­ entitled to vote

Class 1: Priority Claims. Class 1 consists of all Priority Claims. Class 2: Senior Secured Claim. Class 2 consists of the Senior Secured

(d) Class 4: Asbestos-Related PI Claims. Class 4 consists of all AsbestosRelated PI Claims. (e) Class 5: Interests in Quigley. Equity Interests in Quigley. Class 5 consists of all Equity

ARTICLE III TREATMENT OF UNCLASSIFIED CLAIMS Section 3.1 Allowed Administrative Claims. Holders of Allowed Administrative Claims (other than Fee Claims, which are governed by Sections 3.2 this Plan) shall receive Cash equal to the unpaid portion of such Allowed Administrative Claims, in full satisfaction, settlement, release, and discharge of and in exchange for such Claims on the Initial Distribution Date, or as soon as practicable after such Claims become Allowed Claims (if the date of allowance is later than the Initial Distribution Date), or such amounts and on such other

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terms as may be agreed on between the holders of such Claims and Quigley or Reorganized Quigley, as the case may be; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by the Debtor in the ordinary course of business during the Chapter 11 Case shall be paid in the ordinary course of business in accordance with the terms and conditions of any agreement or course of dealing relating thereto. Section 3.2 Professional Compensation and Reimbursement Claims. All Entities seeking payment of a Fee Claim (including a request under section 503(b)(4) of the Bankruptcy Code by any Professional or other Entity for making a substantial contribution in the Chapter 11 Case) must file with the Bankruptcy Court and serve their respective final applications for allowance of such Fee Claim so as to be received by Reorganized Quigley and its counsel no later than forty- five (45) days after the Effective Date or such other date as may be fixed by the Bankruptcy Court; provided, however, that any Professional who is entitled to receive compensation or reimbursement of expenses pursuant to orders of the Bankruptcy Court, may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date, without further review or approval of the Bankruptcy Court, pursuant to such orders. Objections to any Fee Claim must be filed and served on Reorganized Quigley and the requesting party within thirty (30) days of the date of service of the application for payment of the Fee Claim, and if granted such an award by the Bankruptcy Court, shall be paid in Cash in such amounts as become Allowed by the Bankruptcy Court on the date such Fee Claim becomes an Allowed Fee Claim, or within ten (10) days thereof. Section 3.3 Priority Tax Claims. Except to the extent that the holder of an Allowed Priority Tax Claim has been paid by Quigley prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Priority Tax Claim, if any, shall, in accordance with section 1129(a)(9)(C) of the Bankruptcy Code, receive in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, either of the following, at the sole discretion of Reorganized Quigley: (a) Cash equal to the amount of such Allowed Priority Tax Claim on the latest of: (i) the Initial Distribution Date; (ii) the date such Priority Tax Claim becomes an Allowed Claim, or as soon thereafter as is practicable; and (iii) the date such Allowed Priority Tax Claim becomes payable under applicable nonbankruptcy law; or (b) deferred Cash payments, over a period not exceeding six years after the date of assessment of such claim, of a value, as of the Effective Date, equal to the amount of such Allowed Priority Tax Claim, together with interest at an annual rate equal to the long-term applicable federal rate, as published by the Internal Revenue Service, in effect during the month in which the Effective Date occurs, or as otherwise agreed to by Reorganized Quigley and such holder. If deferred Cash payments are made to a holder of an Allowed Priority Tax Claim, payments of principal shall be made in equal annual installments, with the first payment to be due on the first anniversary of the Effective Date, and subsequent payments to be due on each successive anniversary of the first payment date or as soon thereafter as is practicable; provided, however, that any installments remaining unpaid on the date that is six years after the date of assessment of the Allowed Priority Tax Claim shall be paid on the first Business Day following such date, together with any accrued and unpaid interest to the date of payment. Section 3.4 DIP Claim. On the Effective Date, Pfizer, the holder of the DIP Claim, shall receive in full satisfaction, settlement, release and discharge of and in exchange for

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such Claim: (a) Cash equal to the Allowed Amount of the DIP Claim; or (b) such other treatment as the Debtor and Pfizer shall have agreed to in writing. ARTICLE IV TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS Section 4.1 Class 1 ­ Priority Claims. Except to the extent a holder of an Allowed Priority Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Priority Claim shall receive in full satisfaction, settlement, release and discharge of and in exchange for such Claim, Cash in an amount equal to the unpaid portion of such Allowed Priority Claim on or before the later of: (a) the Initial Distribution Date; and (b) the date the Claim becomes an Allowed Priority Claim, or as soon thereafter as practicable. All Allowed Priority Claims not due and payable on or before the Effective Date shall be paid in the ordinary course of business in accordance with the terms thereof. Class 1 is not Impaired under the Plan. Each holder of an Allowed Priority Claim is deemed to have accepted the Plan and is therefore not entitled to vote to accept or reject the Plan. Section 4.2 Class 2 ­ Senior Secured Claim. On or before the Initial Distribution Date, Pfizer, the holder of the Senior Secured Claim, shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Claim, Cash equal to: (a) 100% of the Allowed Amount of the Allowed Senior Secured Claim minus (b) $30 million, which amount Pfizer has agreed to forgive as part of the Pfizer Contribution. Class 2 is Impaired under the Plan. Pfizer, the holder of the Senior Secured Claim, shall be entitled to vote to accept or reject the Plan. Section 4.3 Class 3 ­ Allowed Unsecured Claims. On or before the later of: (a) the Initial Distribution Date; and (b) the date the Claim becomes an Allowed Unsecured Claim, or as soon thereafter as practicable, each holder of an Allowed Unsecured Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Claim, Cash in an amount equal to the Allowed Amount of such Unsecured Claim multiplied by the Payment Percentage. Class 3 is Impaired under the Plan. Each holder of an Allowed Unsecured Claim shall be entitled to vote to accept or reject the Plan. Section 4.4 Class 4 ­ Asbestos-Related PI Claims. All Allowed AsbestosRelated PI Claims shall be determined and paid in full satisfaction, settlement, release and discharge of such Claims pursuant to the terms, provisions, and procedures of the Plan, the Asbestos-Related PI Trust, the Asbestos-Related PI Trust Agreement, and the Asbestos-Related PI Trust Distribution Procedures. The Asbestos-Related PI Trust shall be funded in accordance with the provisions of Section 9.3 of the Plan. The sole recourse of the holder of an AsbestosRelated PI Claim shall be to the Asbestos-Related PI Trust, and such holder shall be subject to

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the provisions of Article XI of the Plan, and shall have no right whatsoever at any time to assert its Asbestos-Related PI Claim against any Asbestos-Related Protected Party. Class 4 is Impaired under the Plan. Each holder of an Asbestos-Related PI Claim shall be entitled to vote to accept or reject the Plan to the extent and in the manner provided in the Solicitation Procedures Order. Section 4.5 Class 5 ­ Equity Interests. On the Stock Transfer Date, Pfizer, as the holder of the Equity Interests, shall transfer the common stock of Reorganized Quigley to the Asbestos-Related PI Trust. Class 5 is Impaired under the Plan. Pfizer, as the sole holder of the Equity Interests, shall be entitled to vote to accept or reject the Plan. ARTICLE V ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS Section 5.1 Classes Entitled to Vote. Except as set forth below, each holder of an Allowed Claim or Allowed Equity Interest and each holder of a Claim or Equity Interest that has been temporarily allowed for voting purposes only under Rule 3018(a) of the Bankruptcy Rules, in each Impaired Class of Claims or Equity Interest shall be entitled to vote separately to accept or reject the Plan. Holders of Asbestos-Related PI Claims shall be entitled to vote to the extent and in the manner provided in the Solicitation Procedures Order. Any Unimpaired Class of Claims shall not be entitled to vote to accept or reject the Plan. Any Class of Claims or Equity Interests that shall not receive or retain any property on account of such Claims or Equity Interests under the Plan shall be deemed to have rejected the Plan. Section 5.2 Class Acceptance Requirement. Acceptance of the Plan by any Impaired Class of Claims or Equity Interests shall be determined in accordance with Section 1126 of the Bankruptcy Code and the terms of the Solicitation Procedures Order. Section 5.3 Issuance of Injunctions Pursuant to Section 524(g) of the Bankruptcy Code. The Bankruptcy Court may issue the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction if, in accordance with section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, the Plan has been accepted by at least 75% of those holders of Allowed Class 4 Claims actually voting on the Plan. Section 5.4 Cramdown. In the event that any impaired Class of Claims or Equity Interests fails to accept the Plan in accordance with section 1129(a) of the Bankruptcy Code, Quigley reserves its right to: (i) modify the Plan in accordance with Section 13.2 hereof; and/or (ii) request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code by finding that the Plan provides fair and equitable treatment to any impaired Class of Claims or Equity Interests voting to reject the Plan, in which case the Plan shall constitute a motion for such relief that shall be considered at the Confirmation Hearing.

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Section 5.5 Acceptance by Unimpaired Class. Class 1 (Priority Claims) is Unimpaired under the Plan and is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Section 5.6 Elimination of Vacant Classes. Any Class of Claims that does not contain a holder of an Allowed Claim or a holder of a Claim temporarily allowed under Rule 3018 of the Bankruptcy Rules or pursuant to the Solicitation Procedures Order, as of the date of the commencement of the Confirmation Hearing, shall be deemed deleted from the Plan for all purposes, including for purposes of determining acceptance of the Plan by such Class under section 1129(a)(8) of the Bankruptcy Code. ARTICLE VI DISTRIBUTIONS UNDER THE PLAN ON ACCOUNT OF CLAIMS OTHER THAN ASBESTOS-RELATED PI CLAIMS Section 6.1 Distributions. Reorganized Quigley shall make all Distributions required under the Plan as provided under this Article VI, other than Distributions with respect to Allowed Asbestos-Related PI Claims. Distributions on account of Allowed Claims other than Allowed Asbestos-Related PI Claims shall be made on the related Distribution date or as soon thereafter as practicable (unless otherwise provided herein or ordered by the Bankruptcy Court). Distributions on account of Allowed Asbestos-Related PI Claims shall be made in accordance with the terms of the Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures. Section 6.2 Pro Rata Share Distributions. The Pro Rata Share of any Cash or assets to be distributed to or for the benefit of the holder of an Allowed Claim in any Class of Claims under the Plan shall be distributed as provided in the Plan. An initial distribution shall be made on the Initial Distribution Date, with escrowed Distributions established in the aggregate amounts that would be distributable to Disputed Claims. If and when a Disputed Claim in any Class becomes a Disallowed Claim, then the Pro Rata Share to which each holder of an Allowed Claim in such Class is entitled shall increase proportionately and Reorganized Quigley shall have the right (but not the obligation) to make or direct the making of subsequent interim Distributions to the holders of Allowed Claims in such Class in order to reflect any increases in the Pro Rata Share. Reorganized Quigley shall distribute Pro Rata Shares of the escrowed Distributions to each holder of a Claim that was a Disputed Claim on the Effective Date within fifteen (15) Business Days of the date on which such Claim becomes an Allowed Claim, or as soon thereafter as is practicable. As soon as practicable after all Disputed Claims in any Class receiving Pro Rata Shares h ave become either Allowed Claims or Disallowed Claims, a final Distribution shall be made to the holders of Allowed Claims in such Class. Section 6.3 Means of Cash Payment. Cash payments made pursuant to the Plan shall be in United States dollars, by check drawn on a bank located in the United States or by wire transfer from such bank.

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Section 6.4 Delivery of Distributions. Distributions and deliveries to holders of Allowed Claims shall be made at the addresses set forth on the Proofs of Claim filed by such holders (or at the last known addresses of such holders if no Proof of Claim is filed or if Reorganized Quigley has been notified of a change of address). If any holder's Distribution is returned as undeliverable, then no further Distributions to such holder shall be made unless and until Reorganized Quigley is notified of such holder's then-current address, at which time all missed Distributions shall be made to such holder without interest. Cash Distributions that are not claimed by the expiration of six (6) months from the date that such Distributions were made shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and shall revest in Reorganized Quigley, and the Claim of any holder to such Distributions shall be discharged and forever barred. Nothing contained in the Plan shall require Quigley or Reorganized Quigley to attempt to locate any holder of an Allowed Claim. Section 6.5 Time Bar to Cash Payments. Checks issued by Reorganized Quigley in respect of Allowed Claims shall be null and void if not cashed within ninety (90) days of the date of issuance thereof. The holder of the Allowed Claim with respect to which such check originally was issued shall make requests for reissuance of any check directly to Reorganized Quigley. Any such request for reissua nce of a check shall be made on or before the later of the six month anniversary of the Initial Distribution Date, and ninety (90) days after the date of issuance of such check. After such date, all Claims in respect of void checks shall be discharged and forever barred. Section 6.6 Timing of Distributions. If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. Section 6.7 Record Date for Holders of Claims. Except as otherwise provided in an order of the Bankruptcy Court that is not subject to any stay, the transferees of Claims that are transferred pursuant to Rule 3001 of the Bankruptcy Rules on or prior to the Distribution Record Date shall be treated as the holders of such Claims for all purposes, notwithstanding that any period provided by Rule 3001 of the Bankruptcy Rules for objecting to such transfer has not expired by the Distribution Record Date. Section 6.8 Distributions After Effective Date. Distributions made after the Effective Date shall be deemed to have been made on the Effective Date. Section 6.9 Fractional Cents. Notwithstanding any other provision of the Plan to the contrary, no payment of fractional cents shall be made pursuant to the Plan. Whenever any payment of a fraction of a cent under the Plan would otherwise be required, the actual Distribution made shall reflect a rounding of such fraction to the nearest whole penny (up or down), with half pennies or more being rounded up and fractions less than a half of a penny being rounded down. Section 6.10 Interest on Claims. Except as specifically provided for in the Plan, the Confirmation Order, the Interim Cash Collateral Order or the Final DIP/Cash Collateral Order, interest shall not accrue on Claims, and no holder of a Claim shall be entitled to interest

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accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid on any Disputed Claim in respect of the period from the Petition Date to the date a final Distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim. Except as expressly provided herein, no prepetition Claim shall be Allowed to the extent that it is for postpetition interest or other similar charges. Section 6.11 De Minimis Distributions. Notwithstanding anything to the contrary contained in the Plan or Confirmation Order, Quigley and Reorganized Quigley shall not be required to distribute, and shall not distribute, Cash to the holder of an Allowed Claim if the amount of Cash to be distributed on account of such Claim is less than $40. Any holder of an Allowed Claim on account of which the amount of Cash to be distributed is less than $40 shall have such Claim discharged and shall be forever barred from asserting any such Claim against Quigley, Reorganized Quigley, the Asbestos-Related PI Trust or their respective property. Any Cash not distributed pursuant to this provision shall be the property of Reorganized Quigley, free of any restrictions thereon. Section 6.12 Setoffs. Subject to the limitations provided in section 553 of the Bankruptcy Code, Reorganized Quigley may, but shall not be required to, setoff against any Claim and the payments or other Distributions to be made pursuant to the Plan in respect of such Claim, Claims of any nature whatsoever that Quigley may have against the holder of such Claim. However, neither the failure to set off nor the allowance of any Claim hereunder shall constitute a waiver or release by Quigley of any such Claim that Quigley may have against the holder. ARTICLE VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Section 7.1 General Treatment. The Plan constitutes a motion by Quigley to assume, as of the Effective Date, all Executory Contracts to which Quigley is a party except for: (a) the Executory Contracts specifically listed in the Plan Supplement, which shall either be rejected or assumed and assigned as described therein; and (b) the Executory Contracts dealt with herein or pursuant to a Final Order of the Bankruptcy Court entered on or before the Effective Date. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such: (a) rejections; (b) assumptions; or (c) assumptions and assignments, as the case may be, pursuant to section 365 of the Bankruptcy Code as of the Confirmation Date. Section 7.2 Rejected or Assigned Executory Contracts. Except as otherwise provided herein or pursuant to a Final Order of the Bankruptcy Court, effective as of the Confirmation Date, all Executory Contracts of Quigley specifically listed in the Plan Supplement shall be deemed to be automatically, as set forth therein: (a) rejected; or (b) assumed and assigned, as the case may be, as of the Confirmation Date. Effective as of the Confirmation Date, all other Executory Contracts that are not specifically listed in the Plan Supplement shall be deemed to be automatically assumed. Quigley may at any time on or before the Confirmation Date amend the Plan Supplement to delete therefrom or add thereto any Executory Contract, and, as of the Confirmation Date, such Executory Contract shall be deemed to be rejected or assumed and assigned, as the case may be. Quigley shall provide notice of any amendments to the Plan

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Supplement to the parties to the Executory Contracts affected thereby and to parties on the Master Service List. The fact that any contract or lease is listed in the Plan Supplement shall not constitute or be construed to constitute an admission that such contract or lease is an Executory Contract within the meaning of section 365 of the Bankruptcy Code or that Quigley or any successor in interest to Quigley (including Reorganized Quigley) has any liability thereunder. Section 7.3 Payments Related to Assumption of Executory Contracts. Any monetary amounts by which each Executory Contract to be assumed or assumed and assigned under the Plan may be in default shall be satisfied in full by the payment of Cure in accordance with section 365(b)(1) of the Bankruptcy Code. In the event of a dispute regarding: (a) the nature or amount of any Cure; (b) the ability of Quigley, Reorganized Quigley or any proposed assignee to provide "adequate assurance of future performance" (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or assumed and assigned; or (c) any other matter pertaining to assumption, the payment of Cure shall occur following the entry of a Final Order of the Bankruptcy Court resolving the dispute. No amount shall be due for Cure or other compensation to the parties to assumed or assumed and assigned Executory Contracts except as expressly provided in the Cure schedule to be included in the Plan Supplement or as otherwise ordered by the Bankruptcy Court pursuant to a Final Order. On the Initial Distribution Date or as soon thereafter as practicable, Reorganized Quigley shall pay all undisputed Cure amounts, if any, under the Executory Contracts being assumed or assumed and assigned pursuant to Section 7.2 of this Plan. Except for Claims for payment of Cure, the nonDebtor parties to the assumed or assumed and assigned contracts shall have no Claim against Quigley or Reorganized Quigley relating to those contracts. Section 7.4 Bar to Rejection Damages. If the rejection or deemed rejection of an Executory Contract by Quigley results in damages to the other party or parties to such contract, a Claim for such damages shall be forever barred and shall not be enforceable against any of Quigley, Reorganized Quigley or its properties, whether by way of setoff, recoupment, or otherwise unless a Proof of Claim is filed with the Bankruptcy Court and served upon counsel for Quigley or Reorganized Quigley by the earlier of: (a) thirty (30) days after entry of the Confirmation Order; and (b) thirty (30) days after entry of an order rejecting a contract pursuant to a motion to reject such contract filed by Quigley. Section 7.5 Indemnification and Reimbursement Obligations. For purposes of this Plan, the obligations of Quigley to indemnify and reimburse persons who are or were directors, officers, or employees of Quigley on the Petition Date or at any time thereafter against and for any obligations pursuant to articles of incorporation, codes of regulations, by-laws, applicable state law, or specific agreement, or any combination of the foregoing, shall survive confirmation of the Plan, remain unaffected thereby, and not be discharged in accordance with section 1141 of the Bankruptcy Code, irrespective of whether indemnification or reimbursement is owed in connection with an event occurring before, on, or after the Petition Date. In furtherance of the foregoing, Reorganized Quigley shall maintain insurance for the benefit of such directors, officers, or employees at levels no less favorable than those existing as of the date of entry of the Confirmation Order for a period of no less than four years following the Effective Date.

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ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS OTHER THAN ASBESTOS-RELATED PI CLAIMS Section 8.1 Disputed Claims. All Disputed Claims against Quigley, other than Asbestos-Related PI Claims, shall be subject to the provisions of this Article VIII. All AsbestosRelated PI Claims shall be determined and, if Allowed, paid by the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures. Only the Asbestos-Related PI Trust will have the right to object to Asbestos-Related PI Claims. Section 8.2 Objection Deadline. Unless otherwise ordered by the Bankruptcy Court, objections to Claims other than Asbestos-Related PI Claims shall be filed with the Bankruptcy Court and served upon the holders of each such Claim to which objections are made on or before the Claims Objection Bar Date. If an objection to a Claim is timely filed by any party in interest, a subsequent amendment to the objection shall also be deemed timely, even if filed subsequent to the deadline for filing the original Claim objection, and even if the amendment raises facts or legal theories not raised in the original Claim objection. Section 8.3 Prosecution of Objections. After the Confirmation Date, Quigley or Reorganized Quigley, as the case may be, shall have authority to: (a) file, litigate to final judgment, settle, or withdraw objections to Disputed Claims, other than with respect to the Asbestos-Related PI Claims; and (b) file Proofs of Claim on behalf of creditors who do not file Proofs of Claim within the period set for doing so pursuant to Rule 3004 of the Bankruptcy Rules, and litigate to final judgment, settle, or withdraw objections to such Claims. Section 8.4 No Distributions Pending Allowance. No payments or Distributions shall be made with respect to any Claim to the extent it is a Disputed Claim unless and until all objections to such Disputed Claim are resolved and such Disputed Claim becomes an Allowed Claim in whole or in part. ARTICLE IX MEANS FOR IMPLEMENTATION OF THE PLAN Section 9.1 General. On the Confirmation Date, Quigley shall be empowered and authorized to take or cause to be taken, prior to the Effective Date, all actions necessary to enable it to implement the provisions of this Plan, including, without limitation, the creation of the Asbestos-Related PI Trust. From and after the Effective Date, Reorganized Quigley shall be governed pursuant to its Amended Charter Documents. Section 9.2 Transactions on the Effective Date. On the Effective Date, the following shall be deemed to have occurred simultaneously: (a)

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(b)

establishment of the Asbestos-Related PI Trust; and

(c) the effectiveness and binding effect of the Amended Charter Documents upon Reorganized Quigley. Section 9.3 The Asbestos-Related PI Trust.

(a) Creation of the Asbestos-Related PI Trust. On the Effective Date, the Asbestos-Related PI Trust shall be created in accordance with the Plan Documents. The Asbestos-Related PI Trust shall be a "qualified settlement fund" within the meaning of section 468B of the United States Internal Revenue Code and the regulations issued thereunder. The purposes of the Asbestos-Related PI Trust shall be to assume all Asbestos-Related PI Claims (whether now existing or arising at any time hereafter) and to use the Asbestos-Related PI Trust Assets to pay holders of Allowed Asbestos-Related PI Claims in accordance with the Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures, and in such a way that provides reasonable assurance that the Asbestos-Related PI Trust shall value and be in a financial position to pay, present and future Asbestos-Related PI Claims that involve similar Claims in substantially the same manner, and to otherwise comply in all respects with the requirements of section 524(g)(2)(B)(i) of the Bankruptcy Code. On the Effective Date, subject to the terms of the Pfizer Contribution, all right, title and interest in and to the Asbestos-Related PI Trust Assets and any proceeds thereof will be transferred to and vested in the Asbestos-Related PI Trust, free and clear of all Claims, Demands, Equity Interests, Encumbrances and other interests of any Entity without any further action of any Entity. (b) Appointment of Trustees. Prior to or at the Confirmation Hearing, the Debtor, the Creditors' Committee, and the Future Demand Holders' Representative each shall nominate one of the three initial Trustees of the Asbestos-Related PI Trust, one of which shall be a resident of the State of New York (if a natural person) or which (in all other cases) has a principal place of business in the State of New York. The Confirmation Order shall constitute an order of the Bankruptcy Court appointing the initial Trustees to serve as Trustees of the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Trust Agreement, effective as of the Effective Date. (c) Appointment of Trust Advisory Committee Members. Prior to or at the Confirmation Hearing, the Debtor, the Creditors' Committee, and the Future Demand Holders' Representative each shall nominate one of the three initial members of the Trust Advisory Committee. The Confirmation Order shall constitute an order of the Bankruptcy Court appointing the initial members of the Trust Advisory Committee (and thereupon the Trust Advisory Committee shall be formed) to serve in accordance with the Asbestos-Related PI Trust Agreement. (d) Contributions to the Asbestos-Related PI Trust or Reorganized Quigley. On or after the Effective Date, Quigley or Reorganized Quigley, as the case may be, and Pfizer shall make the Quigley Contribution and Pfizer Contribution, respectively, to the Asbestos-Related PI Trust or Reorganized Quigley, as applicable.

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(e) Quigley Insurance Transfer. On the Effective Date, without any further act or agreement, all of the Shared Asbestos-Related Insurance Rights shall be assigned and/or relinquished to, and be property of, the Asbestos-Related PI Trust to the fullest extent permitted by law; provided, however, such assignment and/or relinquishment is not an assignment of the Shared Asbestos-Related Insurance Policies themselves. The Asbestos-Related PI Trust shall assume responsibility for all obligations of Quigley with respect to the Shared Asbestos-Related Insurance Rights, subject to the Pfizer Insurance Relinquishment Agreement and the AIG Assignment Agreement. (f) Pfizer Insurance Relinquishment Agreement. On the Effective Date, Reorganized Quigley and Pfizer will execute and deliver to the Asbestos-Related PI Trust the Pfizer Insurance Relinquishment Agreement. (g) Transfer of Claims and Demands to the Asbestos-Related PI Trust. On the Effective Date, all liabilities, obligations, Demands and responsibilities relating to all Asbestos-Related PI Claims shall be transferred and channeled to the Asbestos-Related PI Trust. (h) Asbestos-Related PI Claims Services Agreement. On the Effective Date, Reorganized Quigley and the Asbestos-Related PI Trust shall execute the AsbestosRelated PI Claims Services Agreement, pursuant to which Reorganized Quigley will manage and process the Asbestos-Related PI Claims on behalf of the Asbestos-Related PI Trust. (i) Discharge of Liabilities to Holders of Asbestos-Related PI Claims. Except as may otherwise be provided in the Plan Documents and the Confirmation Order, the transfer to, vesting in, and assumption by the Asbestos-Related PI Trust of the AsbestosRelated PI Trust Assets on or after the Effective Date, as contemplated by the Plan, shall, among other things: (i) discharge, release and extinguish all obligations and Liabilities of Quigley and Reorganized Quigley for and in respect of all Asbestos-Related PI Claims; and (ii) discharge, release and extinguish all obligations and Liabilities of the AsbestosRelated Protected Parties for and in respect of all Asbestos-Related PI Claims. On the Effective Date, the Asbestos-Related PI Trust shall assume all Asbestos-Related PI Claims and shall pay the Allowed Asbestos-Related PI Claims in accordance with the Asbestos-Related PI Trust Distribution Procedures. (j) Institution and Maintenance of Legal and Other Proceedings. From and after the Effective Date, the Asbestos-Related PI Trust shall be empowered to initiate, prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all legal actions and other proceedings related to any asset, liability, or responsibility of the Asbestos-Related PI Trust, including, but not limited to, actions arising from or related to the Shared Asbestos-Related Insurance Rights (including the effects of the Plan, the other Plan Documents and the Confirmation Order with respect to the Shared Asbestos-Related Insurance Rights); provided, however, Pfizer shall retain all rights to initiate, prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all actions arising from or related to its insurance rights to the extent such rights are not relinquished under the Pfizer Insurance Relinquishment Agreement.

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(k) Indemnification by the Asbestos-Related PI Trust. As and to the extent provided in the Asbestos- Related PI Trust Agreement, the Asbestos-Related PI Trust shall indemnify and hold harmless each of: (i) Quigley and Reorganized Quigley and their respective past, present and future Representatives, in their capacities as such; and (ii) the Pfizer Protected Parties. (l) Transfer of the Common Stock of Reorganized Quigley to the AsbestosRelated PI Trust. On the Stock Transfer Date, Pfizer shall transfer 100% of the common stock of Reorganized Quigley to the Asbestos-Related PI Trust. Section 9.4 The Asbestos-Related PI Channeling Injunction and the AsbestosRelated Insurance Entity Injunction. Pursuant to and in connection with the confirmation of the Plan, the District Court must enter or affirm the Confirmation Order, which shall include the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction. Section 9.5 Reorganized Quigley's Obligations Under the Plan. From and after the Effective Date, Reorganized Quigley shall perform the obligations of Quigley under the Plan. Section 9.6 Charter and Bylaws. The Amended Bylaws and the Amended Certificate of Incorporation shall contain such provisions as are necessary to satisfy the provisions of the Plan and, to the extent necessary, to prohibit the issuance of nonvoting equity securities (other than the Quigley Stock Right) as required by section 1123(a)(6) of the Bankruptcy Code, subject to further amendment of the Amended Bylaws and the Amended Certificate of Incorporation after the Effective Date, as permitted by applicable law. Except as otherwise provided herein, such Amended Bylaws and Amended Certificate of Incorporation shall contain such indemnification provisions applicable to the officers, directors and employees of Reorganized Quigley and such other Persons as may, in the discretion of the Board of Directors of Reorganized Quigley, be appropriate. Section 9.7 The Board of Directors of Reorganized Quigley. Unless otherwise agreed to by Reorganized Quigley and Pfizer, the existing members of Quigley's Board of Directors shall continue to serve in their respective capacities until the Stock Transfer Date. On and after the Stock Transfer Date, the Asbestos-Related PI Trust shall have the right, but not the obligation, to replace any or all of the members of Reorganized Quigley's Board of Directors with one or more Persons selected by the Trust Advisory Committee and the Future Demand Holders' Representative. Section 9.8 Exit Facility. On the Effective Date, Quigley may, as necessary, enter into the Exit Facility, which sha ll be secured by a Lien on all of Reorganized Quigley's assets that are not being transferred to the Asbestos-Related PI Trust hereunder. Section 9.9 Operations of Quigley Between Confirmation and the Effective Date. Quigley shall continue to operate as a debtor- in-possession during the period from the Confirmation Date through and until the Effective Date.

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Section 9.10 Cancellation of Existing Securities. On the Effective Date, except for the Equity Interests and as otherwise provided for in the Plan or the Confirmation Order: (a) all notes, bonds, indentures, and other instruments or documents evidencing or creating any indebtedness or obligation of Quigley (except such notes or other instruments evidencing indebtedness or obligations of Quigley that are reinstated under the Plan) shall be extinguished and canceled; and (b) the obligations of Quigley under any agreements, indentures, or certificates of designation governing any notes, bonds, indentures, and other instruments or documents evidencing or creating any indebtedness or obligation of Quigley (except such notes or other instruments evidencing indebtedness or obligations of Quigley that are reinstated or transferred or assigned to Pfizer or the Asbestos-Related PI Trust under the Plan), as the case may be, shall be discharged. Section 9.11 Effectuating Documents; Further Transactions. The Chairman of the Board of Directors, the President, the Chief Operating Officer, the Chief Executive Officer, the Chief Financial Officer, or any other appropriate officer of each of Quigley or Reorganized Quigley, as the case may be, shall be, and hereby are, authorized to execute, deliver, file, and record such contracts, instruments, releases, indentures, certificates, and other agreements or documents, and take such other actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Secretary of Quigley will be authorized to certify or attest to any of the foregoing, if necessary. Section 9.12 AIG Assignment Agreement. On the Effective Date, Quigley shall execute and deliver to Pfizer the AIG Assignment Agreement, pursuant to which Quigley shall assign to Pfizer all of its right, title and interest in and to the AIG Payments. ARTICLE X EFFECT OF CONFIRMATION Section 10.1 Revesting of Reorganized Quigley's Assets. Pursuant to section 1141(b) of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order, the property of the Estate of Quigley will revest in Reorganized Quigley on the Effective Date. From and after the Effective Date, Reorganized Quigley may operate its businesses and may use, acquire, and dispose of property free of any restrictions imposed under the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective Date, all property of Quigley and Reorganized Quigley will be free and clear of all Claims, Liens and interests, except as specifically provided in the Plan (including, but not limited to, Section 9.3(a) of the Plan), the Confirmation Order, or in connection with the Exit Facility. Without limiting the generality of the foregoing, Reorganized Quigley may, without application to or approval by the Bankruptcy Court, pay Professional fees and expenses that Reorganized Quigley may incur after the Effective Date. Section 10.2 Preservation of Certain Causes of Action; Defenses.

(a) Except as otherwise provided in the Plan or the Confirmation Order, in accordance with section 1123(b) of the Bankruptcy Code, Reorganized Quigley, as successor in interest to Quigley and its Estate, shall retain and may enforce such Claims,

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rights and Causes of Action that are property of Quigley and its Estate, and Reorganized Quigley shall retain and enforce all defenses and counterclaims to all Claims asserted against Quigley or its Estate, including, but not limited to, setoff, recoupment and any rights under section 502(d) of the Bankruptcy Code. Reorganized Quigley may pursue such Claims, rights, or Causes of Action, as appropriate, in accordance with its best interests, as determined by the Board of Directors of Reorganized Quigley. (b) Notwithstanding Section 10.2(a) of the Plan, on the Effective Date, all defenses and Causes of Action of Quigley and Reorganized Quigley relating to AsbestosRelated PI Claims shall be transferred and assigned to the Asbestos-Related PI Trust. Except as otherwise provided in the Plan or the Confirmation Order, in accordance with section 1123(b) of the Bankruptcy Code, the Asbestos-Related PI Trust shall retain and may enforce such defenses and Causes of Action and shall retain and may enforce all defenses and counterclaims to all Claims asserted against the Asbestos- Related PI Trust with respect to such Asbestos-Related PI Claims, including, but not limited to, setoff, recoupment and any rights under section 502(d) of the Bankruptcy Code. The AsbestosRelated PI Trust may pursue such defenses, rights, or Causes of Action, as appropriate, in accordance with its and its beneficiaries' best interests. Nothing in this Section 10.2(b), however, shall be deemed to be a transfer by the Debtor or Reorganized Quigley of any Claims, Causes of Action, or defenses relating to assumed executory contracts or which otherwise are required by Reorganized Quigley to conduct its business in the ordinary course subsequent to the Effective Date. Section 10.3 Preservation of Asbestos-Related Ins urance Actions. AsbestosRelated Insurance Actions shall be preserved for prosecution by the Asbestos-Related PI Trust. On or after the Effective Date, the Asbestos-Related PI Trust shall be entitled, in its sole and absolute discretion, to pursue, compromise or settle its interests in any and all Asbestos-Related Insurance Actions. The duties and obligations of the Asbestos-Related Insurance Entities under any Shared Asbestos-Related Insurance Policy or Asbestos-Related Insurance Settlement Agreement are not and shall not be diminished, reduced or eliminated by (a) the discharge, release, and extinguishment of all obligations and liabilities of Quigley and the Pfizer Protected Parties, or (b) the assumption of responsibility and liability for all Asbestos-Related PI Claims by the AsbestosRelated PI Trust, in each case, pursuant to the terms of the Plan, the other Plan Documents and the Confirmation Order. The Asbestos-Related PI Trust is, and shall be deemed to be for all purposes, including but not limited to, for purposes of insurance and indemnity, the successor to Quigley with respect to the Shared Asbestos-Related Insurance Rights, and the successor to the Pfizer Protected Parties solely with respect to the insurance coverages and insurance policies identified on Schedule 1 to the Pfizer Insurance Relinquishment Agreement. To the extent any Person or Entity, including but not limited to, the AsbestosRelated PI Trust and Reorganized Quigley, is or shall be entitled to any insurance coverage under any Shared Asbestos-Related Insurance Policy by operation of the Plan, the Confirmation Order or bankruptcy or nonbankruptcy law, and except as provided for in the Plan, the Pfizer Insurance Relinquishment Agreement, and/or the Confirmation Order, all such Persons and Entities and the Asbestos-Related Insurance Entities shall retain their rights or the rights of their

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predecessors, if any, to assert or oppose any rights, Claims or defenses under, arising from, or in connection with, the Shared Asbestos-Related Insurance Rights in any proceeding regarding such Shared Asbestos-Related Insurance Rights, including but not limited to, their rights, if any, to assert or oppose the legal, equitable or other effects, if any, that the Plan, other Plan Documents, Pfizer Insurance Relinquishment Agreement and/or Confirmation Order have on any such rights, claims or defenses (whether under bankruptcy or nonbankruptcy law). Section 10.4 Terms of Injunction and Automatic Stay.

(a) All of the injunctions and/or automatic stays provided for in or in connection with the Chapter 11 Case, whether pursuant to section 105, 362, or any other provision of the Bankruptcy Code, Bankruptcy Rules or other applicable law, including, but not limited to, the Preliminary Injunction Order, in existence immediately prior to the Confirmation Date shall remain in full force and effect until the injunctions set forth in this Plan become effective pursuant to a Final Order, and shall continue to remain in full force and effect thereafter as and to the extent provided by the Plan, the Confirmation Order, or by their own terms. In addition, on and after the Confirmation Date, the Reorganized Debtor may seek such further orders as it may deem necessary or appropriate to preserve the status quo during the time between the Confirmation Date and the Effective Date. (b) Each of the injunctions contained in this Plan or the Confirmation Order shall become effective on the Effective Date and shall continue in effect at all times thereafter unless otherwise provided by the Plan or the Confirmation Order. Notwithstanding anything to the contrary contained in the Plan or the Confirmation Order, all actions of the type or nature of those to be enjoined by such injunctions shall be enjoined during the period between the Confirmation Date and the Effective Date. Section 10.5 No Successor Liability; No Liability for Certain Released Claims.

(a) Except as otherwise expressly provided in this Plan, neither Quigley, Reorganized Quigley, the other Asbestos-Related Protected Parties, nor the AsbestosRelated PI Trust does, or shall be deemed to, pursuant to this Plan, assume, agree to perform, pay, or indemnify creditors for any liabilities or obligations of Quigley relating to or arising out of the operations of or assets of Quigley whether arising prior to, or resulting from actions, events, or circumstances occurring or existing at any time prior to the Confirmation Date. Neither the Asbestos-Related Protected Parties, Reorganized Quigley, nor the Asbestos-Related PI Trust shall be liable by reason of any theory of successor liability, either in law or equity, and none shall have any successor or transferee liability of any kind or character, except that Reorganized Quigley and the AsbestosRelated PI Trust shall assume the obligations specified in this Plan and the Confirmation Order. (b) Except as otherwise expressly provided in this Plan, effective automatically on the Effective Date, the Pfizer Protected Parties and their respective Representatives shall unconditionally and irrevocably be fully released from any and all Avoidance Actions or similar claims arising under state or any other law, including, if

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applicable, claims in the nature of fraudulent transfer, successor liability, corporate veil piercing, or alter ego-type claims, as a consequence of transactions, events, or circumstances involving or affecting the Debtor (or any of its predecessors) or any of their respective businesses or operations that occurred or existed prior to the Effective Date. Section 10.6 Title to Asbestos-Related PI Trust Assets. On the Effective Date, subject to the terms of the Pfizer Insurance Relinquishment Agreement, the AIG Assignment Agreement and the Pfizer Contribution, title to all of the Asbestos-Related PI Trust Assets shall vest in the Asbestos-Related PI Trust free and clear of all Claims, Equity Interests, Encumbrances and other interests of any Entity. Section 10.7 Dissolution of Creditors' Committee; Retention of Future Demand Holders' Representative; Creation of the Trust Advisory Committee. On the Effective Date, the members of the Creditors' Committee shall be released and discharged of and from all further authority, duties, responsibilities, and obligations relating to and arising from and in connection with the Chapter 11 Case, and the Creditors' Committee shall be deemed dissolved; provided, however, that, if the Effective Date occurs prior to the Confirmation Order becoming a Final Order, the Creditors' Committee, may, at its option, continue to serve and function for the purpose of participating in any appeal of the Confirmation Order, but only until such time as the Confirmation Order becomes a Final Order. As provided in Section 9.3(c) of this Plan, the Trust Advisory Committee shall be appointed by the Bankruptcy Court effective as of the Effective Date. From and after the Effective Date, the Future Demand Holders' Representative shall continue to serve as provided in the Asbestos-Related PI Trust Agreement, to perform the functions specified and required by that agreement. Upon termination of the Asbestos-Related PI Trust: (a) the members of the Trust Advisory Committee and the Future Demand Holders' Representative shall be released and discharged of and from all further authority, duties, responsibilities, and obligations relating to and arising from and in connection with the Chapter 11 Case; and (b) the Trust Advisory Committee shall be deemed dissolved and the Future Demand Holders' Representative's employment shall be deemed terminated. All reasonable and necessary post-Effective Date fees and expenses of the professiona ls retained by the Trust Advisory Committee and the Future Demand Holders' Representative shall be paid exclusively by the Asbestos-Related PI Trust in accordance with the terms of the Asbestos-Related PI Trust Agreement, and Reorganized Quigley shall not be liable for any such fees and expenses. If there shall be any dispute regarding the payment of such fees and expenses, the parties shall attempt to resolve such dispute in good faith and if they shall fail to resolve such dispute, they shall submit the dispute to the Bankruptcy Court for resolution. Section 10.8 Avoidance and Recovery Actions. Except to the extent released pursuant to the Plan, the Confirmation Order or any other Plan Document (including without limitation, Section 10.5(b) of the Plan), any rights, Claims, or Causes of Action accruing to the Debtor pursuant to the Bankruptcy Code or pursuant to any statute or legal theory, including any Avoidance Action, any rights to, Claims, or Causes of Action for recovery under any policies of insurance issued to or on behalf of, or which provides indemnity or liability payments to or on behalf of Quigley, and any rights, Claims, and Causes of Action against third parties related to or

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arising out of Allowed Claims, except Claims that shall, pursuant to this Plan, be retained and resolved by Reorganized Quigley, shall be transferred to the Asbestos-Related PI Trust on the Effective Date. The Asbestos-Related PI Trust shall be deemed to be the appointed representative to, and may, pursue, litigate, and compromise and settle any rights, Claims, or Causes of Action transferred to it, as appropriate, in accordance the best interests, and for the benefit, of the Asbestos-Related PI Trust and the beneficiaries thereof. Except to the extent otherwise inconsistent with the Plan, to the extent required for the Asbestos-Related PI Trust to realize the benefit therefrom, any rights, Claims or Causes of Action shall be assigned to the Asbestos-Related PI Trust, or if necessary, shall be pursued in the name of Quigley or Reorganized Quigley, or in the name of any other party transferring such rights for the benefit of the Asbestos-Related PI Trust. Nothing in this Section 10.8, however, shall be deemed to be a transfer by Quigley or Reorganized Quigley of any rights, Claims, Causes of Action, or defenses relating to assumed executory contracts or otherwise that are required by Reorganized Quigley to conduct its business in the ordinary course subsequent to the Effective Date. Moreover, except as otherwise expressly set forth in the Plan, the Confirmation Order, or the other Plan Documents, from and after the Effective Date, Reorganized Quigley shall have and retain any and all rights, Claims, Causes of Action, and defenses against any parties, including creditors and holders of Equity Interests that are not otherwise treated or released under the Plan. Section 10.9 Tax Sharing Agreement. The Tax Sharing Agreement shall remain in effect until the Stock Transfer Date. ARTICLE XI RELEASES, INJUNCTION AND WAIVER OF CLAIMS Section 11.1 Discharge of Quigley. Except as specifically provided in the Plan, the Plan Documents or in the Confirmation Order, pursuant to section 1141(d)(1)(A) of the Bankruptcy Code, confirmation of the Plan shall discharge Quigley and Reorganized Quigley from any and all Claims of any nature whatsoever and Demands, including, without limitation, any Claims, Demands and Liabilities that arose before the Confirmation Date, and all debts of the kind specified in section 502(g), 502(h) and 502(i) of the Bankruptcy Code, whether or not: (a) a Proof of Claim based on such Claim was filed or deemed filed under section 501 of the Bankruptcy Code, or such Claim was listed on the Schedules of the Debtor; (b) such Claim is or was Allowed under section 502 of the Bankruptcy Code; or (c) the holder of such Claim has voted on or accepted the Plan. Except as specifically provided for in the Plan or other Plan Documents, as of the Effective Date, the rights provided for in the Plan shall be in exchange for and in complete satisfaction, settlement, discharge, and release of, all Claims (including without limitation Asbestos-Related PI Claims) or Demands against, Liens on, and interests (other than the Equity Interests) in Quigley or Reorganized Quigley or any of their assets or properties.

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Section 11.2 Injunction. Except as otherwise expressly provided in the Plan or in the Confirmation Order, all entities who have held, hold or may hold Claims or Demands against Quigley, are permanently enjoined, on and after the Confirmation Date, from: (a) commencing or continuing in any manner any action or other proceeding of any kind against Quigley with respect to any such Claim or Demand; (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against Quigley on account of any such Claim or Demand; (c) creating, perfecting or enforcing any Encumbrance of any kind against Quigley or against the property or interest in property of Quigley on account of any such Claim or Demand; and (d) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from Quigley or against the property or interests in property of Quigley on account of any such Claim or Demand. The foregoing injunction shall extend to the successors of Quigley (including, without limitation, Reorganized Quigley) and their respective properties and interests in property. Section 11.3 Exculpation. None of the following parties (but solely in respect of their specific capacities as listed below): (a) the Creditors' Committee and the present and former members thereof (including ex officio members, if any); (b) Quigley; (c) Reorganized Quigley; (d) the Future Demand Holders' Representative; (e) the Asbestos-Related Protected Parties; and (f) all present or former Representatives of the foregoing (collectively, but solely in respect of the capacities listed above, the "Released Parties") shall have or incur any liability to any holder of a Claim or Equity Interest for any act or omission in connection with, related to, or arising out of: (i) the Chapter 11 Case; (ii) pursuit of confirmation of the Plan; (iii) consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan or the Asbestos-Related PI Trust Distribution Procedures; (iv) the Plan; or (v) the negotiation, formulation and preparation of the Plan and Plan Documents and any of the terms and/or settlements and compromises reflected in the Plan and Plan Documents, and, in all respects, Quigley, Reorganized Quigley, and each of the Released Parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan and the other Plan Documents. Section 11.4 Release of Quigley's Officers and Directors . The acceptance of any Distribution by any holder of a Claim shall constitute a waiver and release of any and all causes of action that such holder could have commenced against any officer or director of Quigley serving in such capacity from and after the Petition Date, that is based upon, related to or arising from any actions or omissions of such officers or directors occurring prior to the Effective Date in connection with or related to their capacities as officers or directors of Quigley, to the fullest extent permitted under section 524(e) of the Bankruptcy Code and applicable law as now in effect or as subsequently extended. Section 11.5 Limited Release of Released Parties by Persons Accepting Distributions Under the Plan. Except as otherwise specifically provided in the Plan or the Confirmation Order, any Person who has accepted the Plan or who is entitled to receive any Distribution pursuant to the Plan shall be presumed conclusively to have released the Released Parties from any Claim or cause of action based on, arising from, or in any way connected with the same subject matter as the Claim for which a Distribution is received. The foregoing release shall be enforceable as a matter of contract law against any Person

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or Entity who has accepted the Plan or who is entitled to receive any Distribution pursuant to the Plan. Section 11.6 Asbestos-Related PI Channeling Injunction. The sole recourse of any holder of an Asbestos -Related PI Claim on account of such Claim or Demand shall be to the Asbestos-Related PI Trust pursuant to the provisions of the Asbestos -Related PI Channeling Injunction as described in this Section 11.6 of the Plan and the AsbestosRelated PI Trust Distribution Procedures, and such holder shall have no right whatsoever at any time to assert its Asbestos-Related PI Claim against the Debtor, Reorganized Quigley, any other Asbestos-Related Protected Party, or any property or interest in property of the Debtor, Reorganized Quigley or any other Asbestos-Related Protected Party. Without limiting the generality of the foregoing, from and after the Effective Date, the Asbestos-Related PI Channeling Injunction shall apply to all present and future holders of Asbestos-Related PI Claims, and all such holders shall be permanently and forever stayed, restrained, and enjoined from taking any of the following actions for the purpose of, directly or indirectly, collecting, recovering, or receiving payment of, on, or with respect to any Asbestos-Related PI Claim, other than, from the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Channeling Injunction and pursuant to the Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures: (i) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including a judicial, arbitration, administrative, or other proceeding) in any forum against or affecting any Asbestos-Related Protected Party or any property or interests in property of any Asbestos -Related Protected Party; (ii) enforcing, levying, attaching (including any prejudgment attachment ), collecting, or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree, or other order against any Asbestos-Related Protected Party or any property or interests in property of any Asbestos -Related Protected Party; (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Encumbrance against any Asbestos -Related Protected Party or any property or interests in property of any AsbestosRelated Protected Party; (iv) setting off, seeking reimbursement of, contribution from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Asbestos -Related Protected Party or any property or interests in property of any AsbestosRelated Protected Party; and (v) proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the Asbestos-Related PI Trust, except in conformity and compliance with the Asbestos-Related PI

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Trust Agreement Procedures.

and

the

Asbestos-Related

PI

Trust

Distribution

Except as otherwise expressly provided in this Plan or the Confirmation Order, nothing contained in this Plan or the Confirmation Order will constitute or be deemed to constitute a waiver of any Claim, right or cause of action that Quigley, Reorganized Quigley, the other Asbestos-Related Protected Parties, or the AsbestosRelated PI Trust may have against any Person or Entity in connection with or arising out of or related to any Asbestos-Related PI Claim. Section 11.7 Asbestos-Related Insurance Entity Injunction.

(a) Terms. Subject to Section 11.7(b) below, in order to preserve and promote the property of the Estate, as well as the settlements contemplated by and provided for in this Plan, holders of Asbestos-Related PI Claims shall have no right whatsoever at any time to assert their Asbestos-Related PI Claims against a Settling Asbestos-Related Insurance Entity, or any property or interest in property of a Settling Asbestos-Related Insurance Entity, and all such holders of AsbestosRelated PI Claims shall be permanently and forever stayed, restrained, and enjoined from taking any action for the purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or recovery with respect to any such Claim, Demand, or cause of action, including, but not limited to: (i) commencing, conducting, or continuing, in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including a judicial, arbitration, administrative, or other proceeding) in any forum against or affecting any Settling Asbestos-Related Insurance Entity or any property or interests in property of any Settling Asbestos -Related Insurance Entity; (ii) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering, by any means or in any manner, whether directly or indirectly, any judgment, award, decree, or other order against any Settling Asbestos-Related Insurance Entity or any property or interests in property of any Settling Asbestos-Related Insurance Entity; (iii) creating, perfecting, or otherwise enforcing, in any manner, directly or indirectly, any Encumbrance against any Settling AsbestosRelated Insurance Entity or the property or interests in property of any Settling Asbestos-Related Insurance Entity; (iv) except as otherwise specifically provided in this Plan, asserting or accomplishing any setoff, right of subrogation, indemnity, contribution, reimbursement, or recoupment of any kind and in any manner, directly or indirectly, against any obligation due any Settling Asbestos -Related

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Insurance Entity or against the property or interests in property of any Settling Asbestos-Related Insurance Entity; and (v) taking any act, in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan Documents relating to such Claim, Demand, or cause of action. (b) Reservations . Notwithstanding anything to the contrary above, this Asbestos-Related Insurance Entity Injunction shall not enjoin: (i) the rights of Entities to the treatment accorded them under Articles III and IV of the Plan, as applicable, including the rights of Entities with Asbestos-Related PI Claims to assert Asbestos-Related PI Claims against the Asbestos -Related PI Trust in accordance with the AsbestosRelated PI Trust Distribution Procedures; (ii) the rights of Entities to assert any Claim, debt, obligation, or liability for payment of Trust Expenses against the Asbestos-Related PI Trust; (iii) the rights of the Asbestos -Related PI Trust, Reorganize d Quigley and Pfizer to prosecute an Asbestos-Related Insurance Action or to assert any Claim, debt, obligation, or liability for payment against an Asbestos-Related Insurance Entity, subject, however, to the terms of any Asbestos-Related Insurance Settlement Agreement and the Pfizer Insurance Relinquishment Agreement; (iv) the rights of the Asbestos -Related PI Trust, Reorganized Quigley, Pfizer or any other Entity to assert any Claim, debt, obligation, or liability for payment against any Settling Asbestos-Related Insurance Entity to the extent any Insurance Policies or insurance coverages were not resolved or released in the Asbestos -Related Insurance Settlement Agreement or the AIG Insurance Settlement Agreement, as applicable, with that Settling Asbestos-Related Insurance Entity, subject, however, to the terms of any Asbestos-Related Insurance Settlement Agreement, the AIG Insurance Settlement Agreement and/or the Pfizer Insurance Relinquishment Agreement; (v) the rights of the Asbestos -Related PI Trust, Reorganized Quigley and Pfizer to assign a cause of action against an Asbestos -Related Insurance Entity to a claimant and for such claimant to assert any Claim, debt, obligation, or liability for payment against such Asbestos -Related Insurance Entity, subject, howe ver, to the terms of any Asbestos -Related Insurance Settlement Agreement, the AIG Insurance Settlement Agreement and/or the Pfizer Insurance Relinquishment Agreement; (vi) the rights of any Pfizer Protected Party, as an insured, to assert any Claim, debt, obligation, or liability for payment against an

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Asbestos-Related Insurance Entity or Settling Asbestos-Related Insurance Entity, subject to and in accordance with the terms of any Asbestos -Related Insurance Settlement Agreement and the Pfizer Insurance Relinquishment Agreement; and (vii) the rights of Pfizer to prosecute any Claim, debt, obligation, liability or cause of action against any AIG Company in connection with the implementation, enforcement or interpretation of the AIG Insurance Settlement Agreement. Section 11.8 Limitations of Injunctions. Notwithstanding any other provision of this Plan to the contrary, the releases set forth in the Plan and the injunctions set forth in Sections 11.6 and 11.7, respectively, shall not serve to satisfy, discharge, release, or enjoin claims by any Entity against: (a) the Asbestos-Related PI Trust for payment of Asbestos-Related PI Claims in accordance with the Asbestos-Related PI Trust Distribution Procedures; or (b) the AsbestosRelated PI Trust for the payment of Trust Expenses. Section 11.9 Releases and Indemnification by Quigley. As of the Effective Date, except to the extent otherwise provided for in the Plan, the other Plan Documents or the Confirmation Order, Quigley and Reorganized Quigley hereby release and are permanently enjoined from any prosecution or attempted prosecution of any and all Causes of Action which they have, may have or claim to have, which are property of, assertable on behalf of or derivative of Quigley, against the Released Parties (but solely in their capacities as Released Parties); provided, however, that the foregoing release shall not serve to release any Settling AsbestosRelated Insurance Entity from its obligations under the relevant Asbestos-Related Insurance Settlement Agreement. Reorganized Quigley also will i demnify, release and hold harmless n each of Pfizer and the other Pfizer Protected Parties pursuant to the provisions of, and to the extent set forth in, this Plan. ARTICLE XII CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN Section 12.1 Conditions Precedent to the Confirmation of the Plan. The following are conditions precedent to confirmation of the Plan that must be satisfied, unless waived in accordance with Section 12.3 of the Plan: (a) The Bankruptcy Court shall have entered an order, in form and substance reasonably acceptable to the Debtor and Pfizer, approving the Disclosure Statement with respect to this Plan as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. (b) The proposed Confirmation Order shall be in form and substance acceptable to the Debtor and Pfizer. (c)

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(i) order that the assets revesting in Reorganized Quigley shall be free and clear of all Claims, Liens, and Encumbrances (other than Liens granted pursuant to the terms of the Plan or the Exit Facility); (ii) order that the Confirmation Order shall supersede any Bankruptcy Court orders issued prior to the Confirmation Date that may be inconsistent with the Confirmation Order; (iii) provide that, except with respect to obligations specifically preserved in the Plan, including without limitation, Section 7.5 of the Plan, Quigley is discharged effective on the Effective Date (in accordance with the Plan) from any Claims, Demands, and any "debts" (as that term is defined i n section 101(12) the Bankruptcy Code), and Quigley's liability in respect thereof, whether reduced to judgment or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, or known or unknown, that arose from any agreement of Quigley entered into or obligation of Quigley incurred before the Effective Date, or from any conduct of the Debtor prior to the Effective Date, or whether such interest accrued before or after the Petition Date, is extinguished completely; (iv) provide that, subject to the limitations expressly set forth in Section 10.3 of the Plan, all transfers of assets of Quigley contemplated under the Plan, and the transfer of the common stock of Reorganized Quigley by Pfizer on the Stock Transfer Date, shall be free and clear of all Claims, Liens and all Encumbrances against or on such assets and common stock; (v) terms; (vi) provide that any transfers effected or entered into, or to be effected or entered into, under the Plan shall be and are exempt from any state, city or other municipality transfer taxes, mortgage recording taxes and any other stamp or similar tax under section 1146(c) of the Bankruptcy Code; (vii) approve the other settlements, transactions and agreements to be effected pursuant to the Plan in all respects; (viii) provide that all executory contracts or unexpired leases assumed by Quigley and assigned during the Chapter 11 Case or under the Plan shall remain in full force and effect for the benefit of Reorganized Quigley or the assignee thereof notwithstanding any provision in such contract or lease (including those provisions described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits such assignment or transfer or that enables or requires termination of such contract or lease; (ix) provide that the transfers of property by Quigley to Reorganized Quigley (A) are or will be legal, valid, and effective transfers of property; (B) vest or will vest Reorganized Quigley with good title to such property free and clear of

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authorize the implementation of the Plan in accordance with its

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all Liens, Claims, Encumbrances, and interests, except as expressly provided in the Plan or Confirmation Order; (C) do not and will not constitute avoidable transfers under the Bankruptcy Code or under applicable bankruptcy or nonbankruptcy law; and (D) do not and will not subject Reorganized Quigley to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law, including, without limitation, any laws affecting successor or transferee liability; (x) find that the Plan does not provide for the liquidation of all or substantially all of the property of Quigley, that Reorganized Quigley will continue its business as an ongoing reorganized debtor, and that confirmation of the Plan is not likely to be followed by the liquidation of Reorganized Quigley or the need for further financial reorganization; and (xi) find that the Plan complies with all applicable provisions of the Bankruptcy Code, including, without limitation, that the Plan was proposed in good faith and that the Confirmation Order was not procured by fraud. (d) In addition to the foregoing, the Confirmation Order shall contain the following findings of fact and conclusions of law, among others: (i) The Asbestos-Related PI Channeling Injunction and the AsbestosRelated Insurance Entity Injunction are to be implemented in accordance with the Plan and the Asbestos-Related PI Trust; (ii) As of the Petition Date, the Debtor has been named as a defendant in personal injury, wrongful death, or property damage actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof; (iii) The Asbestos-Related PI Trust is to be funded in part by securities of the Debtor, the Quigley Contribution and the Pfizer Contribution; (iv) The Asbestos-Related PI Trust, on the Stock Transfer Date, will own one hundred percent (100%) of the common stock of Reorganized Quigley; (v) The Asbestos-Related PI Trust is to use its assets and income to pay Asbestos-Related PI Claims; (vi) The Debtor is likely to be subject to substantial future Demands for payment arising out of the same or similar conduct or events that gave rise to the Asbestos-Related PI Claims, which are addressed by the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction; (vii) determined;

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The actual amounts, numbers, and timing of Demands cannot be

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(viii) Pursuit of Demands outside the procedures prescribed by the Plan and the Asbestos-Related PI Trust Distribution Procedures is likely to threaten the Plan's purpose to deal equitably with Asbestos-Related PI Claims; (ix) The terms of the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction, including any provisions barring actions against third parties, are described in specific and conspicuous language in the Plan and the Disclosure Statement; (x) Pursuant to (A) the Asbestos-Related PI Trust Distribution Procedures; (B) cour t order; or (C) otherwise, the Asbestos-Related PI Trust will operate through mechanisms such as structured, periodic, or supplemental payments, pro rata distributions, matrices, or periodic review of estimates of the numbers and values of Asbestos-Related PI Claims or other comparable mechanisms, that provide reasonable assurance that the Asbestos-Related PI Trust will value, and be in a financial position to pay, similar Asbestos-Related PI Claims in substantially the same manner; (xi) The Future Demand Holders' Representative was appointed by the Bankruptcy Court as part of the proceedings leading to the issuance of the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction for the purpose of, among other things, protecting the rights of persons that might subsequently assert Demands of the kind that would constitute Asbestos-Related PI Claims and are addressed in the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction and transferred to the Asbestos-Related PI Trust; (xii) In light of the benefits provided, or to be provided, to the AsbestosRelated PI Trust on behalf of each Asbestos-Related Protected Party, the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction are fair and equitable with respect to the persons that might subsequently assert Demands that would constitute Asbestos-Related PI Claims against any Asbestos-Related Protected Party; (xiii) The Plan and its acceptance otherwise comply with section 524(g) of the Bankruptcy Code; (xiv) The Asbestos-Related PI Trust will have the sole and exclusive authority as of the Effective Date to defend all Asbestos-Related PI Claims; (xv) On and after the Effective Date, pursuant to the terms of the Pfizer Insurance Relinquishment Agreement and the Quigley Insurance Transfer, the Asbestos-Related PI Trust shall have sole ownership of and right to claim against or receive proceeds with respect to the insurance coverages identified in Schedule 1 to the Pfizer Insurance Relinquishment Agreement, including any AsbestosRelated Insurance Settlement Agreements related to such coverages, and the Asbestos-Related PI Trust shall have no lesser right or entitlement to the specified

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coverages and Asbestos-Related Insurance Settlement Agreements as a result of the Pfizer Insurance Relinquishment Agreement and the Quigley Insurance Transfer than Quigley and Pfizer together had prior to the execution the Pfizer Insurance Relinquishment Agreement; (xvi) On and after the Effective Date, subject to the Quigley Insurance Transfer, the Pfizer Insurance Relinquishment Agreement and the AIG Assignment Agreement, the Asbestos-Related PI Trust shall have no lesser access to and rights in and under all insurance coverages, insurance proceeds and Asbestos-Related Insurance Settlement Agreements than Quigley had access to and rights in and under prior to the Effective Date; (xvii) The Quigley Insurance Transfer, the Pfizer Insurance Relinquishment Agreement and the AIG Assignment Agreement do not violate any consent-to-assignment provisions of any applicable insurance policy, agreement, or contract; (xviii) The Asbestos-Related PI Channeling Injunction and the AsbestosRelated Insurance Entity Injunction are essential to the Plan and the Debtor's reorganization effo rts; (xix) An identity of interests exists among the Debtor and the AsbestosRelated Protected Parties such that an Asbestos-Related PI Claim asserted against any of the Asbestos-Related Protected Parties gives rise to a Claim against the Debtor by operation of the law of indemnity and contribution; and (xx) Pfizer's contribution of the Pfizer Contribution, and Quigley's contribution of the Quigley Contribution, to the Asbestos-Related PI Trust or Reorganized Quigley, as applicable, constitute substantial assets of the Plan and the reorganization. (e) At least 75% of those holders of Class 4 Asbestos-Related PI Claims actually voting on the Plan vote to accept the Plan. Section 12.2 Conditions Precedent to the Effective Date of the Plan. The Effective Date shall not occur and the Pla n shall not become effective unless and until the following conditions shall have been satisfied or waived in accordance with Section 12.3 of the Plan: (a) The Confirmation Date shall have occurred and the Confirmation Order, in form and substance acceptable to the Debtor and Pfizer, shall have been entered by the Bankruptcy Court and affirmed by the District Court, and shall have become a Final Order. (b) No request for revocation of the Confirmation Order under section 1144 of the Bankruptcy Code shall have been made, or, if made, shall remain pending.

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(c) All conditions precedent to the Confirmation Date shall have been satisfied or waived and shall continue to be satisfied or waived. (d) The following agreements, in form and substance satisfactory to the Debtor and Pfizer, shall have been executed and delivered, and all conditions precedent thereto shall have been satisfied: (i) (ii) (iii) (iv) (v) (vi) Amended Charter Documents; Asbestos-Related PI Trust Agreement; AIG Assignment Agreement; Product Transfer and Services Agreement; Pfizer Insurance Relinquishment Agreement; and Asbestos-Related PI Claims Services Agreement.

(e) All other actions, Plan Documents, and other documents and agreements necessary to implement those provisions of the Plan to be effectuated on or prior to the Effective Date, in form and substance satisfactory to the Debtor and Pfizer, shall have been effected or executed and delivered. (f) The Confirmation Order shall contain the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction. (g) The Debtor shall have obtained an opinion of counsel stating that the Asbestos-Related PI Trust qualifies as a "qualified settlement fund" within the meaning of regulations issued pursuant to section 468B of the Internal Revenue Code. Section 12.3 Waiver of Conditions Precedent. To the greatest extent permitted by law, each of the conditions precedent in Sections 12.1 and 12.2 hereof may be waived or modified, in whole or in part, by Quigley with the written consent of Pfizer. Any such waiver or modification of a condition precedent in Sections 12.1 and 12.2 hereof may be effected at any time, without notice, without leave or order of the Bankruptcy Court or District Court and without any other formal action. Section 12.4 Effect of Failure or Absence of Waiver of Conditions Precedent to the Effective Date of the Plan. In the event that one or more of the conditions specified in Section 12.2 of the Plan have not been satisfied, or waived, as applicable, by the Debtor and Pfizer, on or before [__________ __,] 2005, upon notification submitted by the Debtor to the Bankruptcy Court: (a) the Confirmation Order shall be vacated; (b) no Distributions under the Plan shall be made; (c) Quigley and all holders of Claims against and Equity Interests in Quigley shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date never occurred; and (d) Quigley's obligations with respect to Claims and Equity Interests shall remain unchanged. If the Confirmation Order is vacated pursuant to this Section 12.4, nothing contained in this Plan shall: (x) constitute or be deemed a

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waiver or release of any Claims or Equity Interests by, against, or in Quigley or any other Person or Entity; or (y) prejudice in any manner the rights of Quigley or any other Person or Entity in the Chapter 11 Case or any other or further proceedings involving Quigley. ARTICLE XIII JURISDICTION OF BANKRUPTCY COURT Section 13.1 Retention of Jurisdiction. Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, the Bankruptcy Court shall, to the fullest extent permitted by law, retain and have exclusive jurisdiction over all matters arising out of and related to the Chapter 11 Case and this Plan, including, among other things, jurisdiction to: (a) Hear and determine any and all objections to and proceedings involving the allowance, estimation, classification, and subordination of Claims (other than Asbestos-Related PI Claims) or Equity Interests; (b) Hear and determine any and all adversary proceedings, applications, motions, and contested or litigated matters that may be pending on the Effective Date or that, pursuant to the Plan, may be instituted by the Asbestos-Related PI Trust after the Effective Date, including any proceedings with respect to Avoidance Actions, except to the extent that any such Avoidance Actions have been released under this Plan or the Confirmation Order, or otherwise to recover assets for the benefit of the Estate or the Asbestos-Related PI Trust; (c) Hear and determine all objections to the termination of the AsbestosRelated PI Trust; (d) Hear and determine such other matters that may be set forth in or arise connection with the Plan, the Confirmation Order, the Asbestos-Related PI Channeling Injunction, the Asbestos-Related Insurance Entity Injunction, or the Asbestos-Related PI Trust Agreement; (e) Hear and determine any proceeding that involves the validity, application, construction, enforceability, or modification of the Asbestos-Related PI Channeling Injunction or the Asbestos-Related Insurance Entity Injunction; (f) Hear and determine any conflict or other issues that may arise in the Chapter 11 Case and the administration of the Asbestos-Related PI Trust; (g) Enter such orders as are necessary to implement and enforce the injunctions described herein, including, if necessary, orders extending the protections afforded by section 524(g) of the Bankruptcy Code to the Settling Asbestos-Related Insurance Entities and the Asbestos-Related Protected Parties;

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(h) Hear and determine any and all applications for allowance of Fee Claims and any other fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan; (i) Enter such orders authorizing non- material modifications to the Plan as may be necessary to comply with section 468B of the Internal Revenue Code; (j) Hear and determine any applications pending on the Effective Date for the assumption, rejection or assumption and assignment, as the case may be, of Executory Contracts to which Quigley is a party or with respect to which Quigley may be liable, and to hear and determine and, if necessary, liquidate any and all Claims arising therefrom; (k) Hear and determine any and all applications, Claims, Causes of Action, adversary proceedings, and contested or litigated matters that may be pending on the Effective Date or commenced by Reorganized Quigley or other party in interest subsequent to the Effective Date; (l) Consider any modifications of the Plan, remedy any defect or omission or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order, to the extent authorized by the Bankruptcy Code; (m) Hear and determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan or any Person's obligations hereunder, including, but not limited to, performance of Quigley's duties under the Plan; (n) Consider and act on the compromise and settlement of any Claim against or cause of action by or against Quigley; (o) Issue orders in aid of confirmation, consummation and execution of the Plan to the extent authorized by section 1142 of the Bankruptcy Code; (p) Hear and determine such other matters as may be set forth in the Confirmation Order or other orders of the Bankruptcy Court, or which may arise in connection with the Plan, the Confirmation Order, or the Effective Date, as may be authorized under the provisions of the Bankruptcy Code or any other applicable law; (q) Hear and determine any timely objections to Administrative Claims or to Proofs of Claim filed, both before and after the Confirmation Date, including any objections to the classification of any Claim, and to Allow or Disallow any Disputed Claim, in whole or in part; (r) Hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code; (s) Compel the conveyance of property and other performance contemplated under the Plan and documents executed in connection herewith;

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(t) (u) Code; and (v)

Enforce remedies upon any default under the Plan; Hear and determine any other matter not inconsistent with the Bankruptcy Enter a final decree closing the Chapter 11 Case.

If and to the extent that the Bankruptcy Court is not permitted under applicable law to exercise jurisdiction over any of the matters specified above, the reference to the "Bankruptcy Court" in the preamble to this Section 13.1 shall be deemed to be a reference to the "District Court." Notwithstanding anything in this Section 13.1 to the contrary, the Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedur es shall govern the satisfaction of Asbestos-Related PI Claims and the forum in which such Asbestos-Related PI Claims shall be determined. Section 13.2 Modification of Plan. Quigley may alter, amend, or modify this Plan or any Schedules or Exhibits thereto, with the consent of Pfizer, under section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date and may include any such amended Schedules or Exhibits in the Plan or the Plan Supplement, provided that the Plan, as modified, meets the requirement s of sections 1122 and 1123 of the Bankruptcy Code, and Quigley shall have complied with section 1125 of the Bankruptcy Code, to the extent necessary. Quigley may alter, amend, or modify this Plan or any Schedules or Exhibits thereto, with the written consent of Pfizer, at any time after entry of the Confirmation Order and before the Plan's substantial consummation, provided that: (a) the Plan, as modified, altered, or amended, meets the requirements of sections 1122 and 1123 of the Bankruptcy Code; and (b) the Bankruptcy Court, after notice and a hearing, confirms the Plan, as modified, under section 1129 of the Bankruptcy Code, and the circumstances warrant such modification. A holder of a Claim that has accepted or rejected the Plan shall be deemed to have accepted or rejected, as the case may be, such Plan as modified, unless, within the time fixed by the Bankruptcy Court, if any, such holder changes its previous acceptance or rejection. Section 13.3 Compromises of Controversies. From and after the Effective Date, Reorganized Quigley shall be authorized to compromise controversies on such terms as it may determine, in its sole discretion, to be appropriate. Section 13.4 Petition for Final Decree. The Chapter 11 Case shall not be deemed fully administered until all Claims and contested matters brought or to be brought by Quigley or Reorganized Quigley, as the case may be, have been adjudicated by Final Order, and all Distributions to be made under this Plan have been completed. At such time, Reorganized Quigley shall petition the Bankruptcy Court for entry of a final decree declaring the case fully administered. Upon entry of an order of the Bankruptcy Court granting Reorganized Quigley's application for a final decree, which order shall have become a Final Order, the Chapter 11 Case shall be closed. Section 13.5 Preservation of Rights under Rule 2004 of the Bankruptcy Rules. From and after the Effective Date and until the Chapter 11 Case is closed in accordance with

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Section 13.4 above, Reorganized Quigley shall continue to have all rights available to Quigley prior to the Effective Date pursuant to Rule 2004 of the Bankruptcy Rules. Section 13.6 Revocation or Withdrawal of the Plan. The Debtor reserves the right to revoke or withdraw the Plan, with the written consent of Pfizer, at any time prior to entry of the Confirmation Order. If the Debtor revokes or withdraws the Plan or if confirmation of the Plan does not occur, then: (a) this Plan shall be null and void in all respects; (b) any settlement or compromise embodied in this Plan (including the fixing or limiting to an amount any Claim or Equity Interest or Class of Claims or Equity Interests), assumption or rejection of executory contracts or leases effected by this Plan, and any document or agreement executed pursuant to this Plan, shall be deemed null and void; and (c) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall: (x) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Equity Interests in, the Debtor or any other Person; (y) prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor; or (z) constitute an admission of any sort by the Debtor or any other Person. ARTICLE XIV MISCELLANEOUS PROVISIONS Section 14.1 Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), or a Schedule or Exhibit hereto or instrument, agreement or other document executed under the Plan provides otherwise, the rights, duties and obligations arising under the Plan, and the instruments, agreements and other documents executed in connection with the Plan, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York without giving effect to the principles of conflicts of law thereof. Section 14.2 Notices. Any notice, statement, or other report required or permitted by this Agreement must be: (i) in writing and shall be deemed given when: (a) delivered personally to the recipient; (b) sent by facsimile before 5:00 p.m. prevailing New York time on a Business Day with a copy of such facsimile sent to the recipient by reputable overnight courier service (charges prepaid) on the same day; (c) five (5) days after deposit in the United States mail, mailed by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid); and (ii) addressed to the parties to whom such notice, statement or report is directed (and, if required, its counsel) at the addresses set forth below, or at such other address as such party may designate from time to time in writing in accordance with this Section 14.2.

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If to Quigley: Quigley Company, Inc. 52 Vanderbilt Avenue New York, New York 10017 Attention: Paul A. Street with a copy (which will not constitute notice) to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Michael L. Cook, Esq. Lawrence V. Gelber, Esq. If to the Creditors' Committee: [To be provided]

with a copy (which will not constitute notice) to: Caplin & Drysdale, Chartered One Thomas Circle, NW Washington, D.C. 20005 Attention: Peter V.N. Lockwood, Esq.

If to Pfizer: Pfizer Inc. 235 East 42nd Street New York, New York 10017 Attention: Atiba Adams, Esq. with a copy (which will not constitute notice) to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: Bruce R. Zirinsky, Esq. and John H. Bae, Esq.

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If to the Trust Advisory Committee: [To be provided]

with a copy (which will not constitute notice) to: [To be provided]

If to the Future Demand Holders' Representative: Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, New York 10119 Attention: Albert Togut with a copy (which will not constitute notice) to: Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, New York 10119 Attention: Scott E. Ratner, Esq. Section 14.3 Further Documents and Action. Quigley and Reorganized Quigley, with the written consent of Pfizer, shall execute and be authorized to file with the Bankruptcy Court such agreements and other documents, take or cause to be taken such action, and deliver such documents or information as may be necessary or appropriate to effect and further evidence the terms and conditions of the Plan and to consummate the transactions and transfers contemplated by the Plan. Quigley and Reorganized Quigley, and all other parties, including all holders of Claims entitled to receive Distributions under the Plan, shall execute any and all documents and instruments that must be executed under or in connection with the Plan in order to implement the terms of the Plan or to effectuate the Distributions under the Plan, provided that such documents and instruments are reasonably acceptable to such party or parties. Section 14.4 Plan Supplement. Any and all Exhibits, lists, or Schedules referred to herein but not filed with this Plan shall be contained in the Plan Supplement and filed with the Clerk of the Bankruptcy Court at least five (5) Business Days prior to the deadline for the filing and service of objections to the Plan. Thereafter, the Plan Supplement will be available for inspection in the office of the Clerk of the Bankruptcy Court during normal court hours and at

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Quigley's Internet site (www.quigleyreorg.com). Claimants also may obtain a copy of the Plan Supplement, once filed, from Quigley by written request sent to the following address: The Trumbull Group, L.L.C. P.O. Box 721 Windsor, CT 06095-0721 (860) 687-7579 ([email protected]) Section 14.5 Inconsistencies. To the extent the Plan is inconsistent with the Disclosure Statement, the provisions of the Plan shall be controlling. To the extent the Plan is inconsistent with the Confirmation Order, the provisions of the Confirmation Order shall be controlling. Section 14.6 Reservation of Rights. If the Plan is not confirmed by a Final Order, or if the Plan is confirmed and does not become effective, the rights of all parties in interest in the Chapter 11 Case are and shall be reserved in full. Any concessions or settlements reflected herein, if any, are made for purposes of the Plan only, and if the Plan does not become effective, no party in interest in the Chapter 11 Case shall be bound or deemed prejudiced by any such concession or settlement. Section 14.7 Tax Reporting and Compliance. In connection with the Plan and all instruments issued in connection therewith and Distributions thereon, Quigley, and Reorganized Quigley, shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority and all Distributions hereunder shall be subject to any such withholding and reporting requirements. No holder of an Allowed Claim against Quigley shall effectuate any withholding with respect to the cancellation or satisfaction of such Allowed Claim under the Plan. Reorganized Quigley is hereby authorized to request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all taxable periods of Quigley ending after the Petition Date through, and including, the Effective Date of the Plan. Section 14.8 Exemption from Transfer Taxes. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of notes or equity secur ities under the Plan, the creation of any mortgage, deed of trust, or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan shall be exempt from all taxes as provided in such section 1146(c). Section 14.9 Binding Effect. The rights, benefits and obligations of any Entity named or referred to in the Plan, or whose actions may be required to effectuate the terms of the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such Entity (including, but not limited to, any trustee appointed for Quigley under chapters 7 or 11 of the Bankruptcy Code). The Confirmation Order shall provide that the terms and provisions of the Plan and the Confirmation Order shall survive and remain effective after entry of any order which may be entered converting the Chapter 11 Case to a case

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under chapter 7 of the Bankruptcy Code, and the terms and provisions of the Plan shall continue to be effective in this or any superseding case under the Bankruptcy Code. Section 14.10 Severability. At the option of Quigley or Reorganized Quigley, as the case may be, and Pfizer, acting jointly, any provision of the Plan, the Confirmation Order, the Asbestos-Related PI Channeling Injunction, the Asbestos-Related Insurance Entity Injunction or any of the Exhibits to the Plan that is determined to be prohibited, unenforceable, or invalid by a court of competent jurisdiction or any other governmental Entity with appropriate jurisdiction shall, as to any jurisdiction in which such provision is prohibited, unenforceable, or invalidated, be ineffective to the extent of such prohibition, unenforceability, or invalidation without invalidating the effectiveness of the remaining provisions of the Plan, the Confirmation Order, the Asbestos-Related PI Channeling Injunction, the Asbestos-Related Insurance Entity Injunction and the Exhibits to the Plan or affect the validity or enforceability of such provisions in any other jurisdiction. Section 14.11 Further Authorizations. The Debtor, and, after the Effective Date, the Asbestos-Related PI Trust, if and to the extent necessary, may seek such orders, judgments, injunctions, and rulings that it deems necessary to carry out further the intentions and purposes of, and to give full effect to the provisions of, the Plan. Section 14.12 Payment of Statutory Fees. All fees payable under section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on or before the Effective Date. Reorganized Quigley shall pay all such fees that arise after the Effective Date but before the closing of the Chapter 11 Case. Section 14.13 Prepayment. Except as otherwise provided in this Plan, the Plan Documents, or the Confirmation Order, Reorganized Quigley shall have the right to prepay, without penalty, all or any portion of an Allowed Claim at any time; provided, however, that any such prepayment shall not be violative of, or otherwise prejudice, the relative priorities and parities among the Classes of Claims. Section 14.14 Effective Date Actions Simultaneous. Unless the Plan or the Confirmation Order provides otherwise, actions required to be taken on the Effective Date shall take place and be deemed to have occurred simultaneously, and no such action shall be deemed to have occurred prior to the taking of any other such action. [END OF TEXT]

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IN WITNESS WHEREOF, the undersigned has duly executed the Plan as of the date first above written. Respectfully submitted, QUIGLEY COMPANY, INC.

By: /s/ Paul A. Street Name: Paul A. Street Title: President and Chief Executive Officer

Dated:

New York, New York March 4, 2005

SCHULTE ROTH & ZABEL LLP Attorneys for Quigley Company, Inc., Debtor and Debtor- in-Possession

By:_/s/ Lawrence V. Gelber____________ Michael L. Cook (MC 7887) Lawrence V. Gelber (LG 9384) Robert J. Mrofka (RM 1930) Jessica L. Fainman (JF 9200) 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955

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SCHEDULE 1 TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

PFIZER INC. AFFILIATES

Schedule 1 to Quigley Company, Inc. Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

PFIZER INC. AFFILIATES 1

1

This Schedule lists Pfizer Inc. Affiliates as of March 3, 2005. The Debtor reserves the right to amend or supplement this Schedule.

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412357 Ontario Inc. 736199 Ltd. A S Ruffel (Mozambique) Limitada A.S. Ruffel (Private) Limited A/O Pfizer ACO AB Adenylchemie GmbH Agouron Pharmaceuticals, Inc. Alginate Industries (Ireland) Ltd. American Chicle Company American Food Industries, Inc. Amicore, Inc. (non-controlled) Andean Services S.A. Aventis/Pfizer EEIG Backsvalan 6 Handelsbolag Balverda S.R.L. BINESA 2002, S.L. Biocor Animal Health Inc. Bioindustria Farmaceutici S.R.L. Bioptics SARL C.P. Pharmaceuticals International C.V. C.P. Pharmaceuticals International C.V. (Ireland Branch) Capsugel (Thailand) Ltd. Capsugel AG Capsugel Belgium BVBA Capsugel France Capsugel Japan Inc. (KK) Capsugel Ploermel CARDEL Caribe Searle (Gibraltar) Limited Carlo Erba OTC S.p.A. Centrofarma , Sociedad Anonima CEUTICLAB- Laboratorios de Produtos Farmaceuticos, Lda. Charlie Papa Operations, LLC CHC Direct LLC Community Care Health Solutions Inc. Compania Farmaceutica Upjohn, S.A. Consumer Health Products (Minority Interests) Company Continental Farmaceutica, S.L. Continental Pharma, Inc. Corporacion Pharmacia de Mexico, S. de R.L. de C.V. Davis Medica, Sociedad Limitada, Sociedad Unipersonal Diabel GmbH & Co. KG Diabel Verwaltungs GmbH (non-controlled) Distribuidora Mercantil Centro Americana, S.A

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Duchem Laboratories Limited Esperion AB Esperion LUV Development, Inc. Esperion Therapeutics, Inc. Euronett, Inc. Eversharp Canada Inc. Exchic C.A. Limited (Guatemala Branch) Exchic CA Limited Farminova, Produtos Farmaceuticos de Inovacao, Lda. Farmitalia Carlo Erba Limited Farmogene Productos Farmaceuticos Lda Fondazione Pfizer Fundacion para el Desarrollo Sanitario (FUNDESA) Fundacion Pfizer Fyrcia HB G. D. Searle & Co., Ltd. G. D. Searle (Philippines) Inc. G. D. Searle (Thailand) Ltd. G. D. Searle International Capital Co. G. D. Searle Land Corporation G. D. Searle LLC G. D. Searle South Africa (Pty.) Ltd. GD Searle International Hong Kong Ltd Goedecke GmbH Goedecke OTC Beteiligungs GmbH Greenstone Ltd. Hayat Farma Ilac Sanayi ve Ticaret Limited Sirketi Heinrich Mack Nachf. GmbH. & Co. KG Heumann Beteiligungs GmbH Heumann PCS GmbH Heumann Pharma GmbH & Co. KG, Generica Heumann Verwaltungs GmbH International Affiliated Corporation LLC Inter-World Insurance Company Limited Invicta Farma, S.A. Island Pharmaceuticals Limited JB Tillott Ltd. Jouveinal Holland B.V. Kenfarma, S.A. Keystone Chemurgic Corp. Kiinteistö Oy Helsingin Tietokuja Kommanditbolaget Hus Gron Korea Pharma Holding Company Limited Kronans Droghandel AB (non-controlled) Laboratoires Pfizer SA Laboratorios Laprofa, Sociedad Anonima

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Laboratorios Parke Davis, S.L. Laboratorios Pfizer de Chile Laboratorios Pfizer Ltda. Laboratórios Pfizer, Lda. Laboratorios Visine, S.L. Lambert & Feasley, Inc. Lambert Chemical Company Limited Liquidity Joint Venture Corp. Losbanos Ltd. Lothian Developments V SPRL MED Urological, Inc. Meridica Limited Monterey Kelp Corporation MTG Divestitures Handels GmbH MTG Divestitures Limited MTG Divestitures LLC Nefox Farma, S.A. Nostrum Farma, S.A. NPF YK O.C.T. (Thailand) Co., Ltd. Omni Laboratories Inc. Orsim P&UFSC, Inc. PanServ Personalberatungs- und Anzeigenservice GmbH Paris Montrouge II (Nederland) B.V. Paris Montrouge II SARL Parke Davis & Co. Limited Parke Davis & Co. Limited (Russia Representative Office) Parke Davis Del Ecuador C.A. Parke Davis European Distributors Limited Parke Davis International Limited Parke Davis International Limited (Hong Kong Branch) Parke Davis International Limited (Lebanon Branch) Parke Davis Productos Farmaceuticos Lda Parke Davis Pty Limited Parke Davis S.p.A. Parke, Davis & Company Limited Parke, Davis & Company LLC Parke, Davis & Company LLC (Puerto Rico Branch) Parke-Davis GmbH Parke-Davis Korea Limited Parke-Davis Manufacturing Corp. Parke-Davis Sales Corporation Parke-Davis Sdn Bhd PCM Leasing Limited Liability Company P-D Co., Inc.

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Pfidev3 (S.A.S.) Pfidev4 (S.A.S.) Pfizer (Perth) Pty Limited Pfizer (S.A.S.) Pfizer (Thailand) Limited Pfizer A.G. Pfizer A/S Pfizer AB Pfizer Africa & Middle East Company for Pharmaceuticals, Animal Health & Chemicals S.A.E. Pfizer Afrique de L'Ouest Pfizer Agricare Sdn Bhd Pfizer Algerie Sante et Nutrition Animale s.p.a. Pfizer Animal Health B.V. Pfizer Animal Health Korea Ltd. Pfizer Animal Health SA Pfizer Antilles Holdings N.V. Pfizer ApS Pfizer Asia Holdings B.V. Pfizer Asia International B.V. Pfizer Asia Pacific Pte Ltd. Pfizer Australia Holdings Pty Limited Pfizer Australia Pty Limited Pfizer Australia Superannuation Pty Ltd Pfizer B.V. Pfizer Beteiligungs-G.m.b.H. Pfizer BSP Holdings Pfizer Canada Inc. Pfizer Caribe Limited Pfizer Century Holdings Pfizer Channel Company Pfizer CHC GmbH Pfizer Chile S.A. Pfizer Cia. Ltda. Pfizer Commercial Hold ings Limited Pfizer Consumer Health Care México, S. de R.L. de C.V. Pfizer Consumer Health Products Company Pfizer Consumer Healthcare Pfizer Consumer Healthcare B.V. Pfizer Consumer Healthcare Comm.VA Pfizer Consumer Healthcare GmbH Pfizer Consumer Healthcare Ireland Pfizer Consumer Healthcare S.Com.p.A. Pfizer Consumer Healthcare S.r.l. Pfizer Consumer Inc. Pfizer Convention III LLC Pfizer Convention IV LLC

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Pfizer Coordination Center Pfizer Co-Promotions Limited Pfizer Cork Limited Pfizer Corporation Pfizer Corporation (Guatamala Branch) Pfizer Corporation (Poland Branch) Pfizer Corporation (Puerto Rico Branch) Pfizer Corporation (Uruguay Branch) Pfizer Corporation (Venezuela Branch) Pfizer Corporation , Hong Kong Branch Pfizer Corporation Austria Gesellschaft m.b.H. Pfizer Corporation Hong Kong Limited Pfizer Deutschland GmbH Pfizer Distribution Company Pfizer Distribution Services Pfizer Dominicana, S.A. Pfizer Dublin Limited Pfizer Egypt S.A.E. Pfizer Enterprises Inc. Pfizer Enterprises SARL Pfizer Enterprises SARL (Belgian Branch) Pfizer Enterprises Sarl (Scientific Office - Egypt) Pfizer Esbjerg A/S Pfizer ESP Pty Ltd Pfizer European Service Center BVBA Pfizer Export AB Pfizer Export Company Pfizer Export Company (Export Division - Hong Kong) Pfizer Finance GmbH & Co. KG Pfizer Finance International Limited Pfizer Finance Verwaltungs GmbH Pfizer Financial Services NV/SA Pfizer Fundings International Pfizer Global Holdings B.V. Pfizer Global Supply Pfizer Global Supply, Hong Kong Branch Pfizer Global Trading Pfizer Global Trading, Hong Kong Branch Pfizer GmbH Pfizer Group Limited Pfizer H.C.P. Corporation Pfizer H.C.P. Corporation (Belarus Representative Office) Pfizer H.C.P. Corporation (Belgium Branch) Pfizer H.C.P. Corporation (Bulgaria Representative Office) Pfizer H.C.P. Corporation (Croatia Representative Office) Pfizer H.C.P. Corporation (Estonia Branch)

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Pfizer H.C.P. Corporation (Kazakhstan Rep. Office) Pfizer H.C.P. Corporation (Latvia Representative Office) Pfizer H.C.P. Corporation (Lithuania Branch) Pfizer H.C.P. Corporation (Romania Representative Office) Pfizer H.C.P. Corporation (Shanghai China Rep. Office) Pfizer H.C.P. Corporation (Slovak Branch) Pfizer H.C.P. Corporation (Slovenia Branch) Pfizer H.C.P. Corporation (Ukraine Rep. Office) Pfizer H.C.P. Corporation (Uzbekistan Rep. Office) Pfizer H.C.P. Corporation Beijing Rep. Office Pfizer Health AB Pfizer Health Solutions Inc. Pfizer Healthcare Ireland Pfizer Hellas, A.E. ( see text for complete name) Pfizer HK Service Company Limited Pfizer Holding France (S.C.A.) Pfizer Holding Mexico, S. de R.L. de C.V. Pfizer Holding und Verwaltungs G.m.b.H. Pfizer Holding Ventures Pfizer Holdings B.V. Pfizer Holdings Europe Pfizer Holdings International Luxembourg (PHIL) Sarl Pfizer Holdings International Luxembourg PHIL) Sarl (Branch) Pfizer Holdings Ireland Pfizer Holdings Netherlands B.V. Pfizer Holdings Turkey Limited Pfizer Holland Pharmaceuticals B.V. Pfizer Hungary Asset Management LLC Pfizer Ilaclari Limited Sirketi Pfizer Inc. Pfizer International Bank Europe Pfizer International Corporation Pfizer International Corporation (Belgium Branch) Pfizer International Corporation (Bulgaria Rep. Office) Pfizer International Corporation (Croatia Rep. Office) Pfizer International Corporation (Slovenia Branch) Pfizer International Corporation (Thailand Branch) Pfizer International Corporation (United Arab Emirates Rep. Office) Pfizer International Holdings Limited Pfizer International LLC Pfizer International LLC (Russia) Representative Office Pfizer International Luxembourg SA Pfizer Inventory Co. Pfizer Investment Capital Limited Pfizer Investment Co. Ltd. Pfizer Ireland Pharmaceuticals

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Pfizer Ireland Ventures Pfizer Italia S.r.l. Pfizer Italiana S.r.l. Pfizer Japan Inc. Pfizer Jersey Capital Limited Pfizer Jersey Company Limited Pfizer Jersey Finance Limited Pfizer Laboratories (Proprietary) Limited Pfizer Laboratories Korea Limited Pfizer Laboratories Limited Pfizer Laboratories Limited Pfizer Limitada Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited (Taiwan) Pfizer Luxco Holdings Sarl Pfizer Luxco Production SARL Pfizer Luxembourg SARL Pfizer Luxembourg SARL - Lithuania Branch Pfizer Luxembourg SARL - Slovakia Branch Pfizer Luxembourg SARL (Estonia Branch) Pfizer Luxe mbourg SARL (Latvia Branch) Pfizer Luxembourg SARL (Slovenia Branch) Pfizer Luxembourg SARL Eesti filiaal (Estonia Branch) Pfizer Malaysia Limited Pfizer Manufacturing Belgium NV Pfizer Manufacturing LLC Pfizer Manufacturing Services Pfizer Medical Systems, Inc. Pfizer Medical Technology Group (Belgium) N.V. Pfizer Medical Technology Group (Netherlands) B.V. Pfizer Medical Technology Group Limited Pfizer Middle East for Pharmaceuticals, Animal Health and Chemicals S.A.E. Pfizer Namibia (Proprietary) Limited Pfizer New Zealand Limited Pfizer Overseas Pharmaceuticals Pfizer Overseas, Inc. Pfizer Overseas, Inc. (Export Division - Hong Kong) Pfizer Overseas, Inc. (Panama Branch) Pfizer Oy Pfizer Participations SARL Pfizer Pension Trustees (Ireland) Limited Pfizer Pension Trustees Ltd.

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Pfizer PGM (S.A.S.) Pfizer PGRD (S.A.S.) Pfizer Pharm Algerie Pfizer Pharma GmbH Pfizer Pharmaceutical India Pvt. Ltd. Pfizer Pharmaceutical Trading Limited Liability Company (a/k/a Pfizer Kft. or Pfizer LLC) Pfizer Pharmaceutical Wuxi Co., Ltd. Pfizer Pharmaceuticals B.V. Pfizer Pharmaceuticals Israel Ltd. Pfizer Pharmaceuticals Jersey Limited Pfizer Pharmaceuticals Korea Limited Pfizer Pharmaceuticals Limited Pfizer Pharmaceuticals LLC Pfizer Pharmaceuticals Ltd. Pfizer Pharmaceuticals Ltd. (Beijing China Rep. Office) Pfizer Pharmaceuticals Production Corporation Limited Pfizer Pharmaceuticals Tunisie Sarl Pfizer Pharmaceuticals, Inc. Pfizer Pharmaceuticals, Inc. Puerto Rico Branch Pfizer Philippines Foundation, Inc Pfizer Pigments Inc. Pfizer Polska Sp. z.o.o. Pfizer Precision Holdings SARL Pfizer Production LLC Pfizer Products Inc. Pfizer Pte. Ltd. Pfizer Ringaskiddy Production Company Pfizer Romania SRL Pfizer S.A. Pfizer S.A. (Colombia) Pfizer S.G.P.S. Lda. Pfizer S.R.L. Pfizer SA (Belgium) Pfizer Saidal Manufacturing Pfizer Sante Grand Public (S.C.A.) Pfizer Science and Technology Ireland Limited Pfizer Service Company BVBA Pfizer Service Company Ireland Pfizer Services 1 (S.N.C.) Pfizer Services 2 (S.N.C.) Pfizer Services GbR Pfizer Services LLC Pfizer Servicios de Mexico, S.A. de C.V. Pfizer Shared Services Pfizer Shareholdings Intermediate SARL Pfizer Singapore Trading Pte Limited (Belgian Branch)

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Pfizer Singapore Trading Pte. Ltd. Pfizer Specialties Limited Pfizer SPOL s.r.o. Pfizer Sterling Investments Limited Pfizer Technologies Ltd. Pfizer Thailand) Limited (Rep Office) Pfizer Tunisie Pfizer UK Group Limited Pfizer Venezuela, S.A. Pfizer Ventures Limited Pfizer Warner Lambert Luxembourg S.A.R.L. (New York USA Branch) Pfizer Warner Lambert Luxembourg SARL Pfizer Zona Franca, S.A. Pfizer, Inc. Pfizer, S.A. Pfizer, S.A. [a/k/a Pfizer Pharmaceutical] (Spain) Pfizer, S.A. de C.V. Pharmacia & Upjohn AG Pharmacia & Upjohn Cambridge Ltd. Pharmacia & Upjohn Company LLC Pharmacia & Upjohn Holding Company Pharmacia & Upjohn LLC Pharmacia & Upjohn Management Company Ltd. Pharmacia & Upjohn S.p.A. Pharmacia & Upjohn SpA (Branch) Pharmacia & Upjohn Trading Corporation Pharmacia & Upjohn, S.A. de C.V. Pharmacia AB (Argentina Branch) Pharmacia Africa Ltd. Pharmacia Animal Health AB Pharmacia Animal Health Danmark filial af Pharmacia Animal Health AB Sverige (Branch) Pharmacia Animal Health Limited Pharmacia Argentina S.A. Pharmacia Asia Limited Pharmacia Australia Pty Ltd Pharmacia Austria G.m.b.H. Pharmacia B.V. Pharmacia Brasil Ltda. Pharmacia Corporation Pharmacia de Centroamerica S.A. Pharmacia de Mexico, S.A. de C.V. Pharmacia Deutschland GmbH Pharmacia Diagnostics Verwaltungs GmbH Pharmacia Enterprises Sarl Pharmacia Europe EEIG Pharmacia Financial Services B.V.

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Pharmacia GmbH Pharmacia GmbH and Pharmacia AB Grundstucks Pharmacia Grupo Pfizer, S.L. Pharmacia Hepar Inc. Pharmacia Holding AB Pharmacia Hong Kong Ltd. (being liquidated) Pharmacia India Private Limited Pharmacia Industrifastigheter AB Pharmacia Inter American Corporation, Singapore Branch Pharmacia Inter-American Corporation (branch) Pharmacia Interamerican Corporation, Sucursal del Peru (Branch) Pharmacia Inter-American LLC Pharmacia International B.V. Pharmacia International Inc. Pharmacia International S.a.r.l. (branch) Pharmacia International SARL Pharmacia International Trading (Shanghai) Limited Pharmacia Ireland Limited Pharmacia Italia S.p.A. Pharmacia Korea Limited Pharmacia Laboratories Ltd. Pharmacia Learning Center Corporation Pharmacia Limited Pharmacia Limited Company Pharmacia Malaysia Sdn Bhd Pharmacia Nova AB Pharmacia Pakistan (Pvt) Ltd. Pharmacia Pharmatrade LLC Pharmacia Polska Sp.z.o.o. Pharmacia Risk Management Services AB Pharmacia S.p.A. Pharmacia SA Pharmacia Searle Limited Pharmacia Singapore Pte Ltd Pharmacia South Africa (Pty) Ltd Pharmacia Sverige AB Pharmacia Treasury Services AB Pharmacia UK Holding Company Pharmacia UK Limited Pharmacia United, Inc. Pharmacia Y.K. Pharmacia-Pfizer EEIG Plaistow Limited Pravo Investment Co. Limited (non controlled) Promotora IPSA, S.A. Pronorr AB

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ProRe SA Prosec (Ireland) Limited Prosec Forsakrings AB (Prosec Insurance Co. Ltd.) PT. Capsugel Indonesia PT. Pfidex Pharma PT. Pfizer Indonesia PUCN Limited Partnership PUCN LLC Quigley Company, Inc. Renrall LLC Ribex S.r.l. Rivepar Roerig A.B. Roerig B.V. Roerig S.A. Roerig, Inc. Roerig, Produtos Farmaceuticos, Lda. Roerig, S.A. Searle & Co. Searle Argentina S.R.L. Searle Belgium BVBA Searle Chemicals, Inc. Searle de Mexico S.A. de C.V. Searle European Inc. Searle GmbH Searle Holdings B. V. Searle Invest B. V. Searle Laboratorios, Lda. Searle Limited (Branch Puerto Rico) Searle LLC Searle Ltd. Searle Pharma LLC Sefarma S.r.l. Selskabet af 24. september 2004 A/S Sensus Drug Development Corporation Shiley International Shiley LLC Sinergis Farma-Produtos Farmaceuticos, Lda. Site Realty, Inc. Smith Brothers Cough Drops Canada Ltd. SmithKline Beecham Animal Health SWA) (Pty) Ltd. Solinor LLC SOPACO S.R.L. Substantia (S.A.S.) Sugen, Inc. Suzhou Capsugel Ltd.

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Svenska Industrietablerings AB (SVETAB) /Swedish Industrial Establishing Corporation Swordfish Heimtierbedarf Verwaltungsgesellschaft m.b.H. Swordfish Holding GmbH T2 Acquisition Corp. Tabor Corporation The Kodiak Company Ltd. The Upjohn Holding Company M LLC The Upjohn Manufacturing Company LLC Thorney Company Tuco (Pty) Ltd. Umut Farma Ilac Sanayi ve Ticaret Limited Sirketi Unicliffe Limited Upjohn International Holding Company Upjohn International Inc. Upjohn Laboratorios Lda. Upjohn Pharmaceuticals Limited Upjohn Suzhou Animal Health Products Co., Ltd. Upjohn Suzhou Pharmaceutical Co., Ltd. Viagra Ltd Vinci Farma, S.A. Wafin S.R.L. Warner Lambert (UK) Limited Warner Lambert Bolivia S.A. Warner Lambert del Uruguay S.A. Warner La mbert Pakistan (Private) Limited Warner Lambert Peru S.A. Warner Lambert Plaistow Manufacturing (Partnership) Warner Lambert Poland Sp.z.o.o. Warner Lambert Pty Limited Warner Lambert Zimbabwe (Private) Limited Warner-Lambert (East Africa) Limited Warner-Lambert (Nigeria) Limited Warner-Lambert (Singapore) Private Limited Warner-Lambert (Tanzania), Limited Warner-Lambert (Thailand) Limited Warner-Lambert (West Indies) Ltd. Warner-Lambert Canada Inc. (Italy Branch) Warner-Lambert Caribbean Corporation Warner-Lambert Company AG Warner-Lambert Company LLC Warner-Lambert Consumer Healthcare S. Com. p. A. (Italy Branch) Warner-Lambert Cork Limited Warner-Lambert Cork Limited (Ireland Branch) Warner-Lambert de Costa Rica, S. A. Warner-Lambert de El Salvador, S.A. de C.V. Warner-Lambert de Honduras, Sociedad Anonima

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Warner-Lambert de Panama, Sociedad Anonima Warner-Lambert de Puerto Rico, Inc. Warner-Lambert GmbH Warner-Lambert Guatemala, Sociedad Anonima Warner-Lambert Hungary KFT Warner-Lambert International Company Warner-Lambert International N.V. Warner-Lambert Ireland Warner-Lambert Kenya Limited Warner-Lambert Manufacturing (Ireland) Ltd. Warner-Lambert Manufacturing Ireland) Ltd. (Ireland Branch) Warner-Lambert Pottery Road Limited Warner-Lambert South Africa (Proprietary) Limited Warner-Lambert, S.A. W-C Laboratories, Inc. Wilcox Sweets (Proprietary) Limited Wilkinson Sword Pension Trustee Limited W-L (Europe) W-L (Portugal) W-L (Spain) WL de Guatemala, Sociedad Anonima W-L Holding (S.C.A.) W-L LLC W-L LLC (Colombia Branch) Yusafarm D.O.O.

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EXHIBIT A TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

ASBESTOS-RELATED PERSONAL INJURY TRUST AGREEMENT

Exhibit A to Quigley Company, Inc. Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST AGREEMENT

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TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Section 1.02 Definitions ............................................................................................................2 References.............................................................................................................2 ARTICLE II AGREEMENT OF TRUST Section 2.01 Section 2.02 Section 2.03 Section 2.04 Creation and Name ...............................................................................................2 Purpose .................................................................................................................3 Transfer of Assets .................................................................................................3 Acceptance of Assets and Assumption of Liabilities ...........................................3 ARTICLE III POWERS AND TRUST ADMINISTRATION Section 3.01 Section 3.02 Section 3.03 Powers...................................................................................................................4 General Administration ........................................................................................7 Claims Administration..........................................................................................9 ARTICLE IV ACCOUNTS, INVESTMENTS, AND PAYMENTS Section 4.01 Section 4.02 Section 4.03 Section 4.04 Accounts ...............................................................................................................9 Investments ...........................................................................................................9 Source of Payments ............................................................................................11 Indemnification...................................................................................................11 ARTICLE V TRUSTEES Section 5.01 Section 5.02 Section 5.03 Section 5.04

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Number ...............................................................................................................11 Term of Service ..................................................................................................12 Appointment of Successor Trustee(s).................................................................12 Liability of Trustees; Officers and Employees ...................................................12

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Section 5.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09 Section 5.10 Section 5.11

Compensation and Expenses of Trustees ...........................................................13 Trustees' Employment of Professionals .............................................................13 Trustees' Independence ......................................................................................13 Bond....................................................................................................................13 Retention of Reorganized Quigley .....................................................................14 Indemnification of Trustees and Additional Indemnitees ..................................14 Liens of Trustees and Additional Indemnitees ...................................................15 ARTICLE VI THE FUTURE DEMAND HO LDERS' REPRESENTATIVE

Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07 Section 6.08

Duties ..................................................................................................................15 Term of Office ....................................................................................................15 Appointment of Successor ..................................................................................16 Future Demand Holders' Representative's Employment of Professionals ........16 Compensation and Expenses of the Future Demand Holders' Representative ..................................................................................................16 Procedure for Obtaining Consent of the Future Demand Holders' Representative ..................................................................................................17 Lack of Consent of the Future Demand Holders' Representative ......................17 Liability of Future Demand Holders' Representative Officers and Employees........................................................................................................17 ARTICLE VII TRUST ADVISORY COMMITTEE

Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Section 7.08 Section 7.09

Formulation and Number....................................................................................18 Duties ..................................................................................................................18 Term of Office ....................................................................................................18 Appointment of Successors ................................................................................18 The Trust Advisory Committee's Employment of Professionals .......................19 Compensation for Attendance at Meetings and Expenses of the Trust Advisory Committee........................................................................................19 Procedure for Obtaining Consent of the Trust Advisory Committee .................19 Lack of Consent of the Trust Advisory Committee............................................19 Liability of the Trust Advisory Committee, Officers and Employees................20 ARTICLE VIII GENERAL PROVISIONS

Section 8.01 Section 8.02 Section 8.03

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Irrevocability.......................................................................................................20 Termination.........................................................................................................20 Amendments .......................................................................................................21

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Section 8.04 Section 8.05 Section 8.06 Section 8.07 Section 8.08 Section 8.09 Section 8.10 Section 8.11 Section 8.12 Section 8.13 Section 8.14 Section 8.15 Section 8.16 EXHIBITS Exhibit A Exhibit B

Meetings .............................................................................................................21 Severability.........................................................................................................22 Notices ................................................................................................................22 Successors and Assigns ......................................................................................23 Limitation on Claim Interests for Securities Laws Purposes..............................23 Entire Agreement; No Waiver ............................................................................24 Headings .............................................................................................................24 Governing Law ...................................................................................................24 Dispute Resolution..............................................................................................24 Enforcement and Administration........................................................................24 Effectiveness .......................................................................................................24 Counterpart Signatures .......................................................................................24 Settlors ................................................................................................................24

Indemnification Agreement Trust Bylaws

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QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST AGREEMENT This QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST AGREEMENT (this "Asbestos-Related PI Trust Agreement"), effective as of the Effective Date, is among Quigley Company, Inc., a New York corporation and the debtor and debtor- in-possession in case number 04-15739 (PCB) in the United States Bankruptcy Court for the Southern District of New York, as settlor ("Quigley" or the " Debtor" or the " Settlor"), the Future Demand Holders' Representative, the Trust Advisory Committee, and the Trustees identified on the signature page hereof and appointed on the Confirmation Date pursuant to the Confirmation Order approving the Quigley Company, Inc. Plan of Reorganization under chapter 11 of the United States Bankruptcy Code, as amended, modified or supplemented from time to time (the "Plan"). RECITALS WHEREAS, at the time of the entry of the order for relief in the Chapter 11 Case, the Debtor was named as a defendant in personal injury actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite or a combination thereof; and WHEREAS, the Debtor has reorganized under the provisions of chapter 11 of the Bankruptcy Code in a case pending in the Bankruptcy Court, known as In re Quigley Company, Inc., Case No. 04-15739 (PCB); and WHEREAS, the Plan, filed by the Debtor and supported by the Creditors' Committee and the Future Demand Holders' Representative, has been confirmed by the Bankruptcy Court; and WHEREAS, the Plan Documents provide for, among other things, the creation of the Asbestos-Related Personal Injury Trust (the "Asbestos-Related PI Trust"); and WHEREAS, all Asbestos-Related PI Claims are channeled to the AsbestosRelated PI Trust pursuant to the Asbestos-Related PI Channeling Injunction; WHEREAS, pursuant to the Plan, the Asbestos-Related PI Trust is to use its assets and income to pay Asbestos-Related PI Claims as and to the extent provided for herein and in the Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures (the "Asbestos-Related PI Trust Distribution Procedures"); and WHEREAS, pursuant to the Plan, the Asbestos-Related PI Trust is intended to qualify as a "qualified settlement fund" (within the meaning of section 1.468B-1(c) of the Treasury Regulations promulgated under section 468B of the Internal Revenue Code); and

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WHEREAS, it is the intent of the Settlor, the Trustees, the Future Demand Holders' Representative, and the Trust Advisory Committee that the Asbestos-Related PI Trust be administered, maintained, and operated at all times as a qualified settlement fund through mechanisms that provide reasonable assurance that the Asbestos-Related PI Trust will value, and be in a financial position to pay, all Asbestos-Related PI Claims that involve similar claims in substantially the same manner in strict compliance with the terms of this Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures; and WHEREAS, the Plan provides for, among other things, the complete treatment of all liabilities and obligations of the Debtor (among others) with respect to Asbestos-Related PI Claims; and WHEREAS, the Bankruptcy Court has determined that the Asbestos-Related PI Trust and the Plan satisfy all the prerequisites for the injunctions pursuant to sections 105(a) and 524(g) of the Bankruptcy Code provided for in the Plan, and such injunctions have been entered by the Bankruptcy Court; and WHEREAS, the Confirmation Order has been entered or affirmed by the District Court, and such Confirmation Order has become a Final Order. NOW, THEREFORE, in consideration of the mutual covenants and understandings contained herein, and subject to and on the terms and conditions herein set forth, the parties hereby agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01 Definitions. All capitalized terms used herein but not otherwise defined shall have the respective meanings given to such terms in the Plan, and such definitions are incorporated herein by reference. All capitalized terms not defined herein or in the Plan, but defined in the Bankruptcy Code or Bankruptcy Rules, shall have the meanings given to them in such code or rules, and such definitions are incorporated herein by reference. Section 1.02 References. Unless indicated otherwise, all references in this Asbestos-Related PI Trust Agreement to a particular Article or Section number are references to Articles or Sections of this Asbestos-Related PI Trust Agreement. ARTICLE II AGREEMENT OF TRUST Section 2.01 Creation and Name. The Settlor hereby creates a trust known as the "Quigley Asbestos-Related PI Trust," which is the Asbestos-Related PI Trust to be created on the Effective Date pursuant to the Plan. The Trustees of the Asbestos-Related PI Trust may

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transact the business and affairs of the Asbestos-Related PI Trust in the name "Quigley Asbestos-Related PI Trust". Section 2.02 Purpose. The purpose of the Asbestos-Related PI Trust is to assume all Asbestos-Related PI Claims (whether now existing or arising at any time hereafter) and to use the Asbestos-Related PI Trust Assets to pay holders of such Asbestos-Related PI Claims in accordance with this Agreement and the Asbestos-Related PI Trust Distribution Procedures, and in such a way that all holders of Asbestos-Related PI Claims that involve similar claims are treated in a substantially equivalent manner and to otherwise comply in all respects with the requirements of a trust set forth in section 524(g)(2)(B)(i) of the Bankruptcy Code. All Asbestos-Related PI Claims shall be paid in accordance with this Agreement and the AsbestosRelated PI Trust Distribution Procedures. Section 2.03 Transfer of Assets. Pursuant to Section 9.3(d) of the Plan, the Settlor and Pfizer will transfer, issue or assign, as appropriate, and deliver to the AsbestosRelated PI Trust the Asbestos-Related PI Trust Assets at the time and in the manner contemplated by the Plan Documents, in each case free and clear of any Claims, Encumbrances or interests of the Debtor or any creditor, shareholder, or other Entity. The Settlor and Pfizer shall execute and deliver, or cause to be executed and delivered, such documents as the Trustees may reasonably request from time to time to reflect the transfer, issuance and assignment, as applicable of the Asbestos-Related PI Trust Assets to the Asbestos-Related PI Trust. Section 2.04 Acceptance of Assets and Assumption of Liabilities.

(a) In furtherance of the purposes of the Asbestos-Related PI Trust, the Trustees, on behalf of the Asbestos-Related PI Trust, hereby expressly accept the transfer, issuance and assignment, as applicable, to the Asbestos-Related PI Trust of the Asbestos-Related PI Trust Assets at the time and in the manner contemplated by the Plan Documents. (b) In furtherance of the purposes of the Asbestos-Related PI Trust, the Trustees, on behalf of the Asbestos-Related PI Trust, hereby expressly assume all liability for all Asbestos-Related PI Claims (whether now existing or arising at any time hereafter) and all obligations owed by the Asbestos-Related PI Trust under the Plan, any Shared Asbestos-Related Insurance Policy, or any Asbestos-Related Insurance Settlement Agreement, and agree to indemnify Quigley and the Pfizer Protected Parties pursuant to the Indemnification Agreement (the "Indemnification Agreement") attached as Exhibit A to this Asbestos-Related PI Trust Agreement. (c) The Asbestos-Related PI Trust shall have all defenses, cross-claims, offsets, and recoupments, as well as rights of indemnification, contributio n, subrogation, and similar rights, regarding Asbestos-Related PI Claims that the Debtor or Reorganized Quigley has or would have had under applicable law or under any agreement related thereto. (d) No provision herein or in the Asbestos-Related PI Trust Distribution Procedures shall be construed to mandate distributions on any claims or other actions that would contravene the Asbestos-Related PI Trust's status as a qualified settlement trust within the meaning of Treas. Reg. 1-468B-1, et seq.

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(e) The Pfizer Protected Parties shall be entitled to indemnification from the Asbestos-Related PI Trust pursuant to the Indemnification Agreement attached as Exhibit A to this Asbestos-Related PI Trust Agreement for any expenses, costs, and fees (including attorneys' fees and costs, but excluding any such expenses, costs, and fees incurred prior to the Petition Date), judgments, settlements, or other liabilities arising from or incurred in connection with any action asserting an Asbestos-Related PI Claim, including, but not limited to, any Indirect Asbestos-Related PI Claims. (f) Nothing in this Agreement shall be construed in any way to limit the scope, enforceability, or effectiveness of (i) the injunctions issued in connection with the Plan, including the Asbestos- Related PI Cha nneling Injunction and the Asbestos-Related Insurance Entity Injunction, or (ii) the Asbestos-Related PI Trust's assumption of all liability with respect to the Asbestos-Related PI Claims. ARTICLE III POWERS AND TRUST ADMINISTRATION Section 3.01 Powers.

(a) Each Trustee is and shall act as a fiduciary to the Asbestos-Related PI Trust in accordance with the provisions of this Agreement, the Plan, and applicable New York law. The Trustees shall, at all times, administer the Asbestos-Related PI Trust and the AsbestosRelated PI Trust Assets in accordance with Section 2.02. (b) Subject to the limitations set forth in this Agreement and the AsbestosRelated PI Trust Distribution Procedures, the Trustees shall have the power to take any and all actions that, in the reasonable judgment of the Trustees, are necessary or proper to fulfill the purposes of the Asbestos-Related PI Trust, including, without limitation, each power expressly granted in this Section 3.01, any power reasonably incidental thereto, and any statutory trust power now or hereafter permitted under the laws of the State of New York. (c) Except as otherwise specified herein, the Trustees need not obtain the order or approval of any court in the exercise of any power or discretion conferred hereunder. (d) Without limiting the generality of Section 3.01(a), and except as limited below, the Trustees shall have the power to: (i) receive and hold the Asbestos-Related PI Trust Assets, and exercise all rights with respect thereto; (ii) invest the monies held from time to time by the Asbestos-Related PI Trust;

(iii) subject to the terms of the Pfizer Insurance Relinquish Agreement, the Plan and the Confirmation Order, sell, transfer, or exchange any or all of the AsbestosRelated PI Trust Assets at such prices and upon such terms as they may consider proper and consistent with the other terms of this Agreement;

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(iv) enter into leasing and financing agreements with third parties to the extent such agreements are reasonably necessary to permit the Asbestos-Related PI Trust to operate; (v) pay liabilities and expenses of the Asbestos-Related PI Trust, including, but not limited to, Trust Expenses; (vi) establish such funds, reserves and accounts within the Asbestos-Related PI Trust estate, as deemed by the Trustees to be useful in carrying out the purposes of the Asbestos-Related PI Trust; (vii) sue and be sued and participate, as a party or otherwise, in any judicial, administrative, arbitrative, or other proceeding or legal action; (viii) adopt and amend the Asbestos-Related Personal Injury Trust Bylaws (the "Trust Bylaws"), a copy of which is attached as Exhibit B, in accordance with the terms thereof; (ix) establish, supervise and administer the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Trust Distribution Procedures and the terms hereof; (x) administer, amend, supplement, or modify the Asbestos-Related PI Trust Distribution Procedures in accordance with the terms thereof, (xi) appoint such officers and hire such employees and engage such legal, financial, accounting, investment, auditing and forecasting, and other consultants or alternative dispute resolution panelists, and agents as the business of the AsbestosRelated PI Trust requires, and to delegate to such persons such powers and authorities as the fiduciary duties of the Trustees permit and as the Trustees, in their discretion, deem advisable or necessary in order to carry out the terms of the Asbestos-Related PI Trust; (xii) pay employees, legal, financial, accounting, investment, auditing and forecasting, and other consultants, advisors, and agents reasonable compensation, including without limitation, compensation at rates approved by the Trustees for services rendered prior to the execution hereof; (xiii) compensate the Trustees, the Future Demand Holders' Representative, the Trust Advisory Committee and their respective Representatives and reimburse all out of pocket costs and expenses incurred by such entities in connection with the performance of their duties hereunder, including, without limitation, costs and expenses incurred prior to the execution hereof; (xiv) execute and deliver such instruments as the Trustees consider proper in administering the Asbestos-Related PI Trust; (xv) enter into such other arrangements with third parties including, without limitation, Reorganized Quigley pursuant to the Asbestos-Related PI Claims Services

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Agreement, as are deemed by the Trustees to be useful in carrying out the purposes of the Asbestos-Related PI Trust, provided, however, that such arrangements do not conflict with any other provision of this Agreement or the Asbestos-Related PI Trust Distributio n Procedures; (xvi) in accordance with Section 5.10, defend, indemnify and hold harmless each of the Trustees and each of the (A) the Trust Advisory Committee and its members, (B) the Future Demand Holders' Representative, and (C) the officers and employees of the Asbestos-Related PI Trust, and any agents, advisors and consultants of the AsbestosRelated PI Trust, the Trust Advisory Committee or the Future Demand Holders' Representative (collectively, the "Additional Indemnitees"), to the fullest extent that a corporation or trust organized under the laws of the State of New York is from time to time entitled to indemnify and/or insure its Representatives, and purchase insurance for the Asbestos-Related PI Trust and those Entities for whom the Asbestos-Related PI Trust has an indemnification obligation hereunder; (xvii) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the Asbestos-Related PI Trust Assets to any one or more reputable individuals or recognized institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Sections 5.04, 6.08 and 7.09; (xviii) consult with Reorganized Quigley, Pfizer, or their successors at such times and with respect to such issues relating to the conduct of the Asbestos-Related PI Trust as the Trustees consider desirable; (xix) subject to the terms of the Pfizer Insurance Relinquishment Agreement, the Plan and the Confirmation Order, make, pursue (by litigation or otherwise), collect, compromise or settle, in the name of the Asbestos-Related PI Trust or the name of Reorganized Quigley or any successor in interest, any claim, right, action or cause of action, included in the Asbestos-Related PI Trust Assets; (xx) merge or contract with other claims resolution facilities that are not specifically created by this Asbestos-Related PI Trust Agreement or the Asbestos-Related PI Trust Distribution Procedures including, without limitation, Reorganized Quigley; provided, however, that such merger or contract shall not (a) subject Reorganized Quigley or any successor in interest to any risk of having any Asbestos-Related PI Claims asserted against it or them, (b) result in the imposition of any federal, state or local tax or assessment on Reorganized Quigley, or (c) otherwise jeopardize the validity or enforceability of the injunctions; (xxi) (xxii) object to Asbestos-Related PI Claims as provided in the Plan; seek to modify the Plan as provided in Section 13.2 of the Plan;

(xxiii) procure insurance policies and establish claims handling agreements and other arrangements as provided in Section 8.02(a)(ii); and

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(xxiv) obtain a tax identification number for the Asbestos-Related PI Trust, communicate with the Internal Revenue Service and state and local taxing authorities on behalf of the Asbestos-Related PI Trust, make payment of taxes on behalf of the Asbestos-Related PI Trust, and file all applicable tax returns for the Asbestos-Related PI Trust. (e) Entities. (f) The Trustees shall give the Future Demand Holders' Representative and the Trust Advisory Committee prompt notice of any act performed or taken pursuant to Sections 3.01(c)(vii), (viii), (x) and (xxii) and 3.02(f). Section 3.02 General Administration. The Trustees shall not have the power to guarantee any debt of other

(a) To the extent not inconsistent with the terms of this Agreement, the Trust Bylaws shall govern the affairs of the Asbestos-Related PI Trust, and each Trustee shall act in accordance with the Trust Bylaws. In the event of an inconsistency between the Trust Bylaws and this Agreement, this Agreement shall govern. In the event of an inconsistency between this Asbestos-Related PI Trust Agreement and the Plan, the Plan shall govern. (b) Tax Returns and Reports.

(i) The Trustees shall cause to be obtained, at the cost and expense of the Asbestos-Related PI Trust, a Federal Employer Identification Number for the AsbestosRelated PI Trust and shall cause such income tax and other returns and statements as are required by the applicable provisions of the Internal Revenue Code and the Treasury Regulations and such other state or local laws and regulations as may be applicable to be timely filed on behalf of the Asbestos-Related PI Trust. The Trustees shall take all steps necessary to ensure that any tax obligations imposed upon the Asbestos-Related PI Trust are paid and shall otherwise comply with section 1.468B-2 of the Treasury Regulations and all other reporting obligations of the Asbestos-Related PI Trust. The Trustees shall comply with all applicable withholding obligations as required under the applicable provisions of the Internal Revenue Code and such other state and local laws as may be applicable, and the regulations promulgated thereunder. (ii) The Trustees shall cause the Asbestos-Related PI Trust to qualify and maintain, qualification as a "qualified settlement fund" within the meaning of section 1.468B-1(c) of the Treasury Regulations promulgated under section 468B of the Internal Revenue Code. (c) The Trustees shall timely account to the Bankruptcy Court as follows:

(i) The Trustees shall cause to be prepared and filed with the Bankruptcy Court, as soon as available, but, in any event, no later than one hundred twenty (120) days following the end of each fiscal year, an annual report containing financial statements of the Asbestos-Related PI Trust (including, without limitation, a balance

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sheet of the Asbestos-Related PI Trust as of the end of such fiscal year and a statement of operations for such fiscal year) audited by a firm of independent certified public accountants selected by the Trustees and accompanied by an opinion of such firm that such financial statements present fairly in all material respects the financial portion of the Asbestos-Related PI Trust as of such year end and the results of its operations as of the year then ended in conformity with GAAP. The Trustees shall provide a copy of such reports to the Future Demand Holders' Representative, the Trust Advisory Committee and Reorganized Quigley when such reports are filed with the Bankruptcy Court. (ii) Simultaneously with delivery of each set of financial statements referred to in Section 3.02(c)(i), the Trustees shall cause to be prepared and filed with the Bankruptcy Court a report containing a summary regarding the number and type of Asbestos-Related PI Claim and the amount paid in respect of each such Asbestos-Related PI Claim disposed of during the period covered by the financial statements. The Trustees shall provide a copy of such reports to the Future Demand Holders' Representative, the Trust Advisory Committee and Reorganized Quigley when such report is filed. (iii) All materials required to be filed with the Bankruptcy Court by this Section 3.02(c) shall be available for inspection by the public in accordance with procedures, if any, established by the Bankruptcy Court. (d) The Trustees shall cause to be prepared as soon as practicable prior to the commencement of each fiscal year a budget and cash flow projections covering such fiscal year and the succeeding four fiscal years. The Trustees shall provide a copy of the budget and cash flow to the Future Demand Holders' Representative, the Trust Advisory Committee, Reorganized Quigley and Pfizer. (e) The Trustees shall consult with the Future Demand Holders' Representative and the Trust Advisory Committee (i) on the implementation of the AsbestosRelated PI Trust Distribution Procedures, and (ii) on the implementation and administration of the Asbestos-Related PI Trust. The Trustees may consult with the Future Demand Holders' Representative and the Trust Advisory Committee with respect to any other matter affecting the Asbestos-Related PI Trust. (f) In addition to the other provisions contained in this Asbestos-Related PI Trust Agreement or in the Asbestos-Related PI Trust Distribution Procedures requiring the consent of the Future Demand Holders' Representative and the Trust Advisory Committee, the Trustees shall be required to obtain the consent of the Future Demand Holders' Representative and the consent of the Trust Advisory Committee to: (i) (ii) amend any provision of this Asbestos-Related PI Trust Agreement; terminate the Asbestos-Related PI Trust pursuant to Section 8.02;

(iii) change the number of Trustees to serve hereunder and appoint successor Trustee(s); provided, however, that in no event shall the number of Trustees authorized to serve hereunder exceed five (5);

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(iv) settle the liability of any insurer under any Asbestos-Related Insurance Policy or settle any Shared Asbestos-Related Insurance Rights; (v) change the compensation of the Trustees (other than cost-of-living increases); or (vi) amend or modify the Asbestos-Related PI Trust Distribution Procedures.

(g) The Trustees, upon notice from either the Trust Advisory Committee or the Future Demand Holders' Representative, if practicable in view of pending business, shall, at their next regular meeting (or, if appropriate, at a specially called meeting), place on their agenda, and consider, issues submitted by the Trust Advisory Committee or the Future Demand Holders' Representative. (h) The Trustees shall meet with the Trust Advisory Committee and the Future Demand Holders' Representative not less often than quarterly. The Trustees shall meet in the interim with the Trust Advisory Committee and the Future Demand Holders' Representative when so requested by either. Section 3.03 Claims Administration. The Trustees shall promptly proceed to implement the Asbestos-Related PI Trust Distribution Procedures. ARTICLE IV ACCOUNTS, INVESTMENTS, AND PAYMENTS Section 4.01 Accounts. The Trustees may, from time to time, establish and maintain such accounts and reserves within the Asbestos-Related PI Trust estate as they may deem necessary, prudent, or useful in order to provide for the payment of Trust Expenses payable hereunder and Asbestos-Related PI Claims in accordance with the Asbestos-Related PI Trust Distribution Procedures, and may, with respect to any such account or reserve, restrict the use of monies therein. Section 4.02 Investments. Investment of monies held in the Asbestos-Related PI Trust shall be administered in the manner in which individuals of ordinary prudence, discretio n, and judgment would act in the management of their own affairs, subject to the following limitations and provisions: (a) The Asbestos-Related PI Trust shall not acquire, directly or indirectly, equity in any Entity or business enterprise if, immediately following such acquisition, the Asbestos-Related PI Trust would hold more than 5% of the equity in such Entity or business enterprise. (b) The Asbestos-Related PI Trust shall not acquire or hold any long-term debt securities unless (i) such securities are Asbestos-Related PI Trust Assets under the Plan, (ii) such securities have a maturity of not less than one (1) year from the date of purchase and are rated "A" or higher by Moody's Investors Services, Inc. ("Moody's"), by Standard & Poor's

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Corporation ("S&P"), or has been given an equivalent investment grade rating by another nationally recognized statistical rating agency, or (iii) such securities have been issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof and have a maturity of not more than two (2) years from the date of purchase. (c) The Asbestos-Related PI Trust shall not acquire or hold for longer than ninety (90) days any commercial paper unless such commercial paper is rated "P-1" or higher by Moody's or "A-1" or higher by S&P or has been given an equivalent rating by another nationally recognized statistical rating agency. (d) The Trust shall not acquire or hold any promissory note of a domestic corporation unless the note has a maturity of not more than two (2) years from the date of purchase and such note is rated "A" or higher by Moody's or S&P or has been given an equivalent rating by another nationally recognized statistical rating agency. (e) The Trust shall not acquire or hold any foreign or domestic banker's fee, certificate of deposit, time deposit or note, unless that instrument has a maturity of not more than one (1) year from the date of purchase and is rated "A" or higher by Moody's or S&P or has been given an equivalent rating by another nationally recognized statistical rating agency. (f) The Trust may acquire an issue which is a direct or indirect obligation 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. Issuers must have a maturity or redemption option of not more than two (2) years from the date of purchase. (g) The Trust may invest in a money market fund if the fund has minimum net assets of $550 million and an average portfolio maturity of not more than 180 days. (h) The Trust shall not acquire or hold any common or preferred stock or convertible securities unless such stock or securities are rated "A" or higher by Moody's or "A" or higher by S&P, or has been given an equivalent rating by another nationally recognized statistical rating agency, and have a maturity of not less than one (1) year from the date of purchase. (i) The Trust shall not acquire any securities or other instruments issued by any Entity (other than debt securities or other instruments issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof) if, following such acquisition, the aggregate fair market value, as determined in good faith by the Trustees, of all securities and instruments issued by such Entity held by the Asbestos-Related PI Trust would exceed 2% of the aggregate value of the Asbestos-Related PI Trust estate. The Asbestos-Related PI Trust shall not hold any securities or other instruments issued by any Entity other than debt securities or other instruments issued or fully guaranteed as to principal and interest by the United States of America or any agency or instrumentality thereof to the extent that the aggregate fair market value, as determined in good faith by the Trustees, of all securities

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and instruments issued by such Entity end held by the Asbestos-Related PI Trust would exceed 5% of the aggregate value of the Asbestos-Related PI Trust estate. (j) The Asbestos-Related PI Trust shall not acquire or hold any certificates of deposit unless all publicly held, long-term debt securities, if any, of the financial institution issuing the certificate of deposit and the holding company, if any, of which such financial institution is a subsidiary, meet the standards set forth in Section 4.02(b). (k) derivatives. (l) The Asbestos-Related PI Trust shall not acquire or hold any repurchase obligations unless, in the opinion of the Trustees, they are adequately collateralized. (m) Notwithstanding the foregoing, the Asbestos-Related PI Trust may acquire and hold (A) equity or debt securities or instruments of the type described in clauses (a) through (l) of this Section 4.02, which are issued by the Debtor, Reorganized Quigley or any of their respective Subsidiaries, Affiliates, or successors, and (B) any other property or asset included in kind in the Asbestos-Related PI Trust Assets, in each case without regard to any of the limitations set forth in such clauses (a) through (l). Section 4.03 Source of Payments. All Trust Expenses and all liabilities with respect to the Asbestos-Related PI Claims shall be payable solely by the Asbestos-Related PI Trust out of the Asbestos-Related PI Trust Assets pursuant to an account to be established in the name of the Quigley Asbestos-Related PI Trust. Neither the Debtor, Reorganized Quigley, the Pfizer Protected Parties, their respective Affiliates or subsidiaries, any successor in interest or the present or former stockholders, directors, officers, employees or agents of the Debtor, Reorganized Quigley, the Pfizer Protected Parties, or their subsidiaries, nor the Trustees, the Future Demand Holders' Representative, the Trust Advisory Committee or any of their officers, agents, advisors, or employees shall be liable for the payment of any Asbestos-Related PI Claims, Trust Expenses or any other liability of the Asbestos-Related PI Trust. Section 4.04 Indemnification. The Asbestos-Related PI Trust sha ll indemnify the Debtor and the Pfizer Protected Parties pursuant to the Indemnification Agreement. (b) Any claim for indemnification from the Asbestos-Related PI Trust and all costs and expenses associated therewith shall be satisfied solely from Asbestos-Related PI Trust Assets pursuant to the Indemnification Agreement. ARTICLE V TRUSTEES Section 5.01 Number. The initial number of Trustees shall be three (3); provided, however, that the number of Trustees may be increased or decreased in accordance with Section 3.02(f)(iii). The initial Trustees shall be appointed by the Bankruptcy Court pursuant to Section 9.3(b) of the Plan and named on the signature page hereof. As soon as

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practicable after the Effective Date, one Trustee shall be designated the Managing Trustee (the "Managing Trustee"), by vote of the Trustees, to serve in accordance with the Trust Bylaws. Section 5.02 Term of Service.

(a) The initial Trustees shall serve from the Effective Date and each successor Trustee or Trustees named to fill a vacancy shall serve from the date of appointment until the earlier of (i) his or her death, (ii) the end of his or her term, (iii) his or her resignation pursuant to Section 5.02(b), (iv) his or her removal pursuant to Section 5.02(c), or (v) the termination of the Asbestos-Related PI Trust pursuant to Section 8.02. (b) Any Trustee may resign at any time by written notice to the remaining Trustees, the Trust Advisory Committee and the Future Demand Holders' Representative. Such notice shall specify a date when such resignation shall take effect, which shall not be less than ninety (90) days after the date such notice is given, where practicable. (c) Any Trustee may be removed in the event that such Trustee becomes unable to discharge his or her duties hereunder due to accident, physical or mental deterioration, or for other good cause. Good cause shall be deemed to include, without limitation, any substantial failure to comply with Section 3.02, a consistent pattern of neglect and failure to perform or participate in performing the duties of a Trustee hereunder, or repeated nonattendance at scheduled meetings. Such removal shall require the approval of the Bankruptcy Court and shall take effect at such time as the Bankruptcy Court shall determine. Section 5.03 Appointment of Successor Trustee(s).

(a) In the event there is a vacancy in the position of Trustee, the vacancy shall be filled by the unanimous vote of the remaining Trustees, or if such vacancy has not been filled, within ninety (90) days, then by the majority vote of the remaining Trustees, the members of the Trust Advisory Committee and the Future Demand Holders' Representative. In the event the remaining Trustees cannot agree on a successor Trustee, or a majority of the members of the Trust Advisory Committee or the Future Demand Holders' Representative vetoes appointment of a successor Trustee, the Bankruptcy Court shall fill the vacancy. Nothing shall prevent appointment of a Trustee for successive terms. (b) Immediately upon the appointment of any successor Trustee, all rights, titles, duties, powers and authority of the predecessor Trustee hereunder shall be vested in, and undertaken by, the successor Trustee without any further act. No successor Trustee shall be liable personally for any act or omission of his or her predecessor Trustee. Section 5.04 Liability of Trustees; Officers and Employees. No Trustee, officer, or employee of the Asbestos-Related PI Trust shall be liable to the Asbestos-Related PI Trust, to any Entity holding an Asbestos-Related PI Claim, or to any other Entity, except for breach of trust committed in bad faith by such individual or willful misappropriation by such individual. Such protection may, in the discretion of the Trustees, be extended to the agents, advisors, or consultants of the Asbestos-Related PI Trust. No Trustee, officer, or emplo yee of the AsbestosRelated PI Trust shall be liable for any act or omission of any other officer, employee, agent or

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consultant of the Asbestos-Related PI Trust, unless such Trustee, officer, employee or consultant of the Asbestos-Related PI Trust, respectively, acted with bad faith in the selection or retention of such other officer, employee, agent, or consultant of the Asbestos-Related PI Trust. Section 5.05 Compensation and Expenses of Trustees.

(a) Each Trustee shall receive compensation from the Asbestos-Related PI Trust for his or her services as a Trustee in the amount of $[______]1 per annum, plus a per diem allowance for meetings or other Asbestos-Related PI Trust business attended in the amount of $[_____] 2 ; provided, however, that the Trustee serving as Managing Trustee shall be compensated as established from time to time by the other Trustees, the Future Demand Holders' Representative, and the Trust Advisory Committee. The Trustees shall determine the scope and duration of activities that constitute a meeting and, if the Trustees elect to provide for payment for activities of less than a full day's duration, may provide for partial payment of per diem amounts on a proportional basis for such activities. The per annum and per diem compensation payable to the T rustees shall be reviewed every three (3) years and appropriately adjusted for changes in the cost of living. Any other changes in compensation of the Trustees shall be made subject to approval of the Bankruptcy Court. (b) The Asbestos-Related PI Trust will promptly reimburse each Trustee for all reasonable out-of-pocket costs and expenses incurred by each Trustee in connection with the performance of his or her duties hereunder. (c) The Asbestos-Related PI Trust will include a description of the amounts paid under this Section 5.05 in the report to be filed pursuant to Section 3.02(c)(i). Section 5.06 Trustees' Employment of Professionals. The Trustee may, with the consent of each of the Future Demand Holders' Representative and the Trust Advisory Committee, but shall not be required to, retain and/or consult with counsel, accountants, appraisers, auditors and forecasters and other Entities deemed by the Trustee to be qualified as experts on the matters submitted to them, and the opinion of any such Entities on any matters submitted to them by the Trustee shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustee hereunder in good faith and in accordance with the written opinion of any such Entity, in the absence of gross negligence. Section 5.07 Trustees' Independence. No Trustee shall, during the term of his or her service, hold a financial interest in, act as attorney or agent for, or serve as any other professional for Reorganized Quigley, Pfizer, or any of their successors. No Trustee shall act as an attorney for any Entity who holds an Asbestos-Related PI Claims. Section 5.08 Bond. The Trustees shall not be required to post any bond or other form of surety or security unless otherwise ordered by the Bankruptcy Court.

1 2

To be determined prior to or on the Confirmation Date. To be determined prior to or on the Confirmation Date.

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Section 5.09 Retention of Reorganized Quigley. Reorganized Quigley shall be retained pursuant to the Asbestos-Related PI Claims Services Agreement by the AsbestosRelated PI Trust to administer the processing and payment of the Asbestos-Related PI Claims in accordance with the terms of the Asbestos-Related PI Trust Distribution Procedures. Section 5.10 Indemnification of Trustees and Additional Indemnitees.

(a) The Asbestos-Related PI Trust shall indemnify and defend the Trustees and the Additional Indemnitees in the performance of their duties hereunder to the fullest extent that a corporation or trust organized under the laws of the State of New York is from time to time entitled to indemnify and defend its directors, trustees, officers and employees against any and all liabilities, expenses, claims, damages or losses incurred by them in the performance of their duties hereunder. Notwithstanding the foregoing, neither the Trustees nor any officer or employee of the Asbestos-Related PI Trust, nor the Future Demand Holders' Representative, nor any member of the Trust Advisory Committee shall be indemnified or defended in any way for any liability, expense, claim, damage, or loss for which they are ultimately liable under Section 5.04, 6.08 or 7.09. (b) Additionally, any of the Additional Indemnitees who was or is a party, or is threatened to be made a party to any threatened or pending judicial, administrative, or arbitrative action, by reason of any act or omission of such Additional Indemnitees with respect to (i) the Chapter 11 Case and any act or omission undertaken by them prior to the commencement thereof, (ii) the liquidation of any Asbestos-Related PI Claim, (iii) the administration of the Asbestos-Related PI Trust and the implementation of the Asbestos-Related PI Trust Distribution Procedures, or (iv) any activities in connection with this Asbestos-Related PI Trust Agreement, shall be indemnified and defended by the Asbestos-Related PI Trust, to the fullest extent that a corporation or trust organized under the laws of New York is from time to time entitled to indemnify and defend its officers, directors, trustees, and employees, against reasonable expenses, costs and fees (including attorneys' fees and costs), judgments, awards, amounts paid in settlement, and liabilities of all kinds incurred by each Additional Indemnitee in connection with or resulting from such action, suit, or proceeding, if he or she acted in good faith and in a manner such Additional Indemnitee reasonably believed to be in, or not opposed to, the best interests of the holders of Asbestos-Related PI Claims whom the Additional Indemnitees represent. (c) Reasonable expenses, costs and fees (including reasonable attorneys' fees and costs) incurred by or on behalf of a Trustee or any Additional Indemnitee in connection with any action, suit, or proceeding, whether civil, administrative or arbitrative from which he or she is indemnified by the Asbestos-Related PI Trust pursuant to Section 5.10, shall be paid by the Asbestos-Related PI Trust in advance of the final disposition thereof upon receipt of an undertaking, by or on behalf of such Trustee or Additional Indemnitee, to repay such amount in the event that it shall be determined ultimately by Final Order that such Trustee or any Additional Indemnitee is not entitled to be indemnified by the Asbestos-Related PI Trust. (d) The Trustees may purchase and maintain reasonable amounts and types of insurance on behalf of the Asbestos-Related PI Trust and pay any individual who is or was a Trustee, officer, employee, agent or representative of the Asbestos-Related PI Trust or an

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Additional Indemnitee against liability asserted against or incurred by such individual in that capacity or arising from his or her status as a Trustee, Future Demand Holders' Representative, member of the Trust Advisory Committee, officer, employee, agent or other representative. (e) Any indemnification under Article 5.10(a) of this Asbestos-Related PI Trust Agreement shall be made by the Asbestos-Related PI Trust upon a determination by the Trustees that indemnification of such Person is proper under the circumstances. Section 5.11 Liens of Trustees and Additional Indemnitees. The Trustees and the Additional Indemnitees shall have a first priority Lien upon the Asbestos-Related PI Trust Assets and all proceeds thereof and all accounts into which such proceeds or the AsbestosRelated PI Trust Assets are deposited or maintained to secure the payment of any amounts payable to them pursuant to Section 5.05, 5.10, 6.05 or 7.06. The Asbestos-Related PI Trust shall take such actions as may be necessary or reasonably requested by any of the Trustees, the Future Demand Holders' Representative, the Trust Advisory Committee or any of the other Additional Indemnitees to evidence such encumbrance (including, without limitation, filing appropriate financing statements). ARTICLE VI THE FUTURE DEMAND HOLDERS' REPRESENTATIVE Section 6.01 Duties. The Future Demand Holders' Representative shall serve in a fiduciary capacity, for the purpose of protecting the rights of persons that might subsequently assert Demands. Where provided in this Asbestos-Related PI Trust Agreement or the AsbestosRelated PI Trust Distribution Procedures, certain actions of the Trustees are subject to the consent of the Future Demand Holders' Representative. Section 6.02 Term of Office.

(a) The Future Demand Holders' Representative shall serve until the earlier of (i) his or her death, (ii) his or her resignation pursuant to Section 6.02(b), (iii) his or her removal pursuant to Section 6.02(c), or (iv) the termination of the Asbestos-Related PI Trust pursuant to Section 8.02. (b) The Future Demand Holders' Representative may resign at any time by written notice to the Trustees. Such notice shall specify a date when such resignation shall take effect, which shall not be less than ninety (90) days after the date such notice is given, where practicable. (c) The Future Demand Holders' Representative may be removed in the event he or she becomes unable to discharge his or her duties hereunder due to accident, physical or mental deterioration, or for other good cause. Good cause shall be deemed to include, without limitation, a consistent pattern of neglect and failure to perform or to participate in performing the duties of the Future Demand Holders' Representative hereunder and under the AsbestosRelated PI Trust Distribution Procedures, suc h as repeated non-attendance at scheduled meetings. Such removal shall be made by decision of the Trustees and the Trust Advisory

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Committee, and shall take effect at such time as the Trustees and the Trust Advisory Committee jointly shall determine. Section 6.03 Appointment of Successor. A vacancy caused by resignation shall be filled with an individual nominated prior to the effective date of the resignation by the resigning Future Demand Holders' Representative. A vacancy for any other reason, or in the absence of a nomination by the former Future Demand Holders' Representative, shall be filled with an individual selected by the Trustees with the consent of the Trust Advisory Committee. Section 6.04 Future Demand Holders' Representative's Employment of Professionals. The Future Demand Holders' Representative may retain and/or consult with counsel, accountants, appraisers, auditors, forecasters, asbestos experts and other Entities deemed by the Future Demand Holders' Representative to be qualified as experts on matters submitted to them, and the opinion of any such Entities on any matters submitted to them shall be full and complete authorization and protection in support of any action taken or not taken by the Future Demand Holders' Representative hereunder in good faith and in accordance with the written opinion of any such Entity, and in the absence of gross negligence. The Future Demand Holders' Representative and his or her experts shall at all times have complete access to the Asbestos-Related PI Trust's officers, employees and agents, and the accountants, appraisers, auditors, forecasters and other experts retained by the Asbestos-Related PI Trust as well as to all information generated by them or otherwise available to the Asbestos-Related PI Trust or the Trustees. Section 6.05 Representative. Compensation and Expenses of the Future Demand Holders'

(a) The Future Demand Holders' Representative shall receive compensation from the Asbestos-Related PI Trust for his or her services as the Future Demand Holders' Representative at his or her normal hourly rate, such compensation being subject to an annual review and adjustment by the Trustees. Such compensation shall constitute a Trust Expense. (b) The Asbestos-Related PI Trust will promptly reimburse, or pay directly if so instructed, the Future Demand Holders' Representative for all reasonable out-of-pocket costs and expenses, including (i) fees and costs associated with the employment of professionals pursuant to Section 6.04, (ii) reasonable fees and costs incurred in connection with the performance of his or her duties in connection with the formulation, negotiation, and confirmation of the Plan and Plan Documents, and (iii) reasonable fees and costs associated with the procurement and maintenance of insurance incurred by the Future Demand Holders' Representative in connection with the performance of his or her duties hereunder. Such reimbursement or direct payment shall be deemed a Trust Expense.

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Section 6.06 Representative.

Procedure for Obtaining Consent of the Future Demand Holders'

(a) In the event the consent of the Future Demand Holders' Representative is required pursuant to the terms of this Asbestos-Related PI Trust Agreement, the Trustees shall promptly provide the Future Demand Holders' Representative and his or her counsel with notice and with all information regarding the matter in question. (b) The Future Demand Holders' Representative must consider in good faith and in a timely fashion any request by the Trustees and may not withhold his or her consent unreasonably. If the Future Demand Holders' Representative does not notify the Trustees of his or her objection to such request within 45 days or such other time as has been approved by the Bankruptcy Court after receiving notice and information regarding such request, then the Future Demand Holders' Representative's consent shall be deemed to have been affirmatively granted. Section 6.07 Lack of Consent of the Future Demand Holders' Representative.

(a) In the event the Trustees are unable to obtain the consent of the Future Demand Holders' Representative to any action or decision for which consent is required after following the procedure set forth in Section 6.06 of this Asbestos-Related PI Trust Agreement, or if the Trustees and the Future Demand Holders' Representative are unable to reach agreement on any matter on which such consent is required, the matter shall be submitted promptly to alternative dispute resolution if mutually agreeable to the Trustees and the Future Demand Holders' Representative. (b) If the disagreement is not resolved by alternative dispute resolution or if the Trustees and the Future Demand Holders' Representative do not agree to participate in any such alternative dispute resolution, the Trustees may apply to the Bankruptcy Court on an expedited basis for approval of such action or decision, and only if such approval is given by the Bankruptcy Court by entry of an appropriate order, shall the Trustees have the authority to implement such action or decision without the Future Demand Holders' Representative's consent. Section 6.08 Liability of Future Demand Holders' Representative Officers and Employees. The Future Demand Holders' Representative shall not be liable to the AsbestosRelated PI Trust, to any Entity holding an Asbestos-Related PI Claim, or to any other Entity except for breach of trust committed in bad faith by such individual, or willful misappropriation by such individual. Such protection may, in the discretion of the Trustees, be extended to the agents, advisors, or consultants of the Future Demand Holders' Representative. Neither the Future Demand Holders' Representative nor any officer or employee of the Future Demand Holders' Representative shall be liable for any act or omission of any other officer, employee, agent, or consultant of the Asbestos-Related PI Trust unless the Future Demand Holders' Representative, or officer or employee of the Future Demand Holders' Representative, acted with bad faith in the selection or retention of such other officer, employee, agent, or consultant of the Asbestos-Related PI Trust.

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ARTICLE VII TRUST ADVISORY COMMITTEE Section 7.01 Formulation and Number. The Trust Advisory Committee shall be formed pursuant to the Plan as of the Effective Date. The Trust Advisory Committee shall be composed of three (3) members. The initial Trust Advisory Committee members shall be appointed by the Bankruptcy Court pursuant to Section 9.3(c) of the Plan and named on the signature page hereof. The Trust Advisory Committee shall have a chairperson who shall act as the Trust Advisory Committee's liaison with the Asbestos-Related PI Trust and the Future Demand Holders' Representative, coordinate and schedule meetings of the Trust Advisory Committee, and handle all administrative matters that come before the Trust Advisory Committee. Section 7.02 Duties. The Trust Advisory Committee and its members shall serve in a fiduciary capacity representing all holders of present Asbestos-Related PI Claims. Where provided in this Asbestos-Related PI Trust Agreement or the Asbestos-Related PI Trust Distribution Procedures, certain actions by the Trustees are subject to the consent of the Trust Advisory Committee. Section 7.03 Term of Office.

(a) Each member of the Trust Advisory Committee shall serve until the earlier of (i) his or her death, (ii) his or her resignation pursuant to Section 7.03(b), (iii) his or her removal pursuant to Section 7.03(c), or (iv) the termination of the Asbestos-Related PI Trust pursuant to Section 8.02. (b) Any member of the Trust Advisory Committee may resign at any time by written notice to each of the remaining Trust Advisory Committee members. Such notice shall specify a date when such resignation shall take effect, which shall not be less than ninety (90) days after the date such notice is given, where practicable. (c) Any member of the Trust Advisory Committee may be removed in the event he or she becomes unable to discharge his or her duties hereunder due to accident, physical or mental deterioration, or for other good cause. Good cause shall be deemed to include, without limitation, a consistent pattern of neglect and failure to perform or to participate in performing the duties of such member hereunder and under the Asbestos-Related PI Trust Distribution Procedures, such as repeated non-attendance at scheduled meetings. Such removal shall be made at the recommendation of the remaining members of the Trust Advisory Committee and with the approval of the Bankruptcy Court. Section 7.04 Appointment of Successors. A vacancy caused by resignation shall be filled with an individual nominated prior to the effective date of the resignation by the resigning member of the Trust Advisory Committee. A vacancy for any other reason, or in the absence of a nomination by the former member of the Trust Advisory Committee, shall be filled with an individual, not a firm, approved by the majority vote of the Future Demand Holders' Representative and all remaining members of the Trust Advisory Committee.

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Section 7.05 The Trust Advisory Committee's Employment of Professionals. The Trust Advisory Committee may retain and/or consult with counsel, accountants, appraisers, auditors, forecasters, asbestos experts and other Entities deemed by the Trust Advisory Committee to be qualified as experts on matters submitted to them, and the opinion of any such Entities on any matters submitted to them shall be full and complete authorization and protection in support of any action taken or not taken by the Trust Advisory Committee hereunder in good faith and in accordance with the written opinion of any such Entity, and in the absence of gross negligence. The Trust Advisory Committee and its experts shall at all times have complete access to the Asbestos-Related PI Trust's officers, employees and agents, and the accountants, appraisers, auditors, forecasters and other experts retained by the Asbestos-Related PI Trust as well as all information generated by them or otherwise available to the Asbestos-Related PI Trust or the Trustees. The reasonable fees and expenses of such professionals shall constitute Trust Expenses. Section 7.06 Compensation for Attendance at Meetings and Expenses of the Trust Advisory Committee. The members of the Trust Advisory Committee shall be compensated for attendance at meetings at a reasonable hourly rate set by the Trustees. The Asbestos-Related PI Trust will promptly reimburse, or pay directly if so instructed, the Trust Advisory Committee and each Trus t Advisory Committee member for all reasonable out-ofpocket costs and expenses, including reasonable fees and costs associated with employment of professionals pursuant to Section 7.05 and the procurement and maintenance of insurance incurred by the Trust Advisory Committee in connection with the performance of its members' duties hereunder. Such reimbursement or direct payment shall be deemed a Trust Expense. Section 7.07 Committee. (a) In the event the consent of the Trust Advisory Committee is required pursuant to the terms of this Asbestos-Related PI Trust Agreement, the Trustees shall promptly provide the Trust Advisory Committee and its counsel with notice and with all information regarding the matter in question. (b) The Trust Advisory Committee must consider in good faith and in a timely fashion any request by the Trustees and may not withhold its consent unreasonably. If the Trust Advisory Committee does not notify the Trustees of its objection to such request within 45 days or such other time as has been approved by the Bankruptcy Court after receiving notice and information regarding such request, then the Trust Advisory Committee's consent shall be deemed to have been affirmatively granted. (c) Except where otherwise provided for in this Asbestos-Related PI Trust Agreement, the Trust Advisory Committee shall act in all cases by majority vote. Section 7.08 Lack of Consent of the Trust Advisory Committee. Procedure for Obtaining Consent of the Trust Advisory

(a) In the event the Trustees are unable to obtain the consent of the Trust Advisory Committee on any action or decision for which consent of the Trust Advisory

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Committee is required, after following the procedure set forth in Section 7.07, or if the Trustees and the Trust Advisory Committee are unable to reach agreement on any matter on which the Trust Advisory Committee's consent is required, then the matter may be submitted promptly to alternative dispute resolution if mutually agreeable to the Trustees and the Trust Advisory Committee. (b) If the disagreement is not resolved by alternative dispute resolution, or if the Trustees and the Trust Advisory Committee do not agree to participate in any such alternative dispute resolution, the Trustees may apply to the Bankruptcy Court on an expedited basis for approval of such action or decision, and only if such approval is given by the Bankruptcy Court by entry of an appropriate order, shall the Trustees have the authority to implement such action or decision without the Trust Advisory Committee's consent. Section 7.09 Liability of the Trust Advisory Committee, Officers and Employees. No member of the Trust Advisory Committee shall be liable to the AsbestosRelated PI Trust, to any Entity holding an Asbestos-Related PI Claim, or to any other Entity except for such breach of trust committed in bad faith by such individual or willful misappropriation by such individual. Such protection may, in the discretion of the Trustees, be extended to the agents, advisors, or consultants of the Trust Advisory Committee. No member of the Trust Advisory Committee, nor any officer or employee of the Trust Advisory Committee, shall be liable for any act or omission of any other officer, employee, agent or consultant of the Trust Advisory Committee unless the Trust Advisory Committee, or officer or employee of the Trust Advisory Committee, acted with bad faith in the selection or retention of such other officer, employee, agent, or consultant of the Asbestos-Related PI Trust. ARTICLE VIII GENERAL PROVISIONS Section 8.01 Section 8.02 Irrevocability. The Asbestos-Related PI Trust is irrevocable. Termination.

(a) The Asbestos-Related PI Trust shall automatically terminate on the date that is ninety (90) days after the first to occur of the following events (the "Termination Date"): (i) subject to Section 3.02(f), the Trustees in their discretion decide to terminate the Asbestos-Related PI Trust because (A) they deem it unlikely that new Asbestos-Related PI Claims will be filed against the Asbestos-Related PI Trust, and (B) Asbestos-Related PI Claims duly filed with the Asbestos-Related PI Trust have been Allowed and paid to the extent provided in this Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures (and to the extent applicable, based upon the funds available through the Plan Documents), or Disallowed by a Final Order, and twelve (12) consecutive months have elapsed during which no new AsbestosRelated PI Claims have been filed with the Asbestos-Related PI Trust;

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(ii) if the Trustees have procured and have in place irrevocable insurance policies and have established claims handling agreements and other necessary arrangements with suitable third parties adequate to discharge all expected remaining obligations and expenses of the Asbestos-Related PI Trust in a manner consistent with this Asbestos-Related PI Trust Agreement and the Asbestos-Related PI Trust Distribution Procedures, the date on which the Bankruptcy Court enters an order approving such insurance and other arrangements and such order becomes a Final Order; or (iii) to the extent that any rule against perpetuities shall be deemed applicable to the Asbestos-Related PI Trust, twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of all of the descendants of the late Joseph P. Kennedy, Sr., father of the late President John F. Kennedy, Sr., father of the late President John F. Kennedy, living on the date hereof. (b) On the Termination Date, after payment of all the Asbestos-Related PI Trust's liabilities, including Trust Expenses, after all Demands have been provided for, and after liquidation of all properties and other non-cash Asbestos-Related PI Trust Assets then held by the Asbestos-Related PI Trust, all monies remaining in the Asbestos-Related PI Trust estate shall be given to such organization or organizations exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, which tax-exempt organizations shall be selected by the Trustees using their reasonable discretion; provided, however, that (i) if practicable, the taxexempt organizations shall be related to the treatment of, research on, or the relief for individuals suffering from asbestos-related lung disorders, and (ii) the tax-exempt organizations shall not bear any relationship to Reorganized Quigley within the meaning of section 468B(d)(3) of the Internal Revenue Code. Notwithstanding any other provision of the Plan Documents, this Section 8.02(b) cannot be modified or amended. Section 8.03 Amendments. The Trustees, subject to the consent of each of the Future Demand Holders' Representative and the Trust Advisory Committee, may m odify or amend this Asbestos-Related PI Trust Agreement or any document annexed to it, including, without limitation, the Trust Bylaws or the Asbestos-Related PI Trust Distribution Procedures (provided, however, the provisions of the Asbestos-Related PI Trust Distribution Procedures, if any, regarding any such modification or amendment are also followed). Any modification or amendment made pursuant to this Section 8.03 must be done in writing. Notwithstanding anything contained in this Asbestos-Related PI Trust Agreement to the contrary, neither this Asbestos-Related PI Trust Agreement, the Trust Bylaws, the Asbestos-Related PI Trust Distribution Procedures nor any document annexed to any of the foregoing shall be modified or amended in any way that could jeopardize, impair, or modify the applicability of section 524(g) of the Bankruptcy Code, the efficacy or enforceability of the Asbestos-Related PI Channeling Injunctions and the Asbestos-Related Insurance Entity Injunction set out in the Plan and Confirma tion Order, the Asbestos-Related PI Trust's "qualified settlement fund" status under section 468B of the Internal Revenue Code or the rights and protections provided to the Debtor, Reorganized Quigley or Pfizer Protected Parties under the Plan Documents. Section 8.04 Meetings. The Future Demand Holders' Representative, the Trustees, or a Trust Advisory Committee member shall be deemed to have attended a meeting if such person spends a substantial portion of the day conferring, by phone or in person, on

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Asbestos-Related PI Trust matters with the Future Demand Holders' Representative, the Trustees or a Trust Advisory Committee member, as applicable. The Trustees shall have complete discretion to determine whether a meeting, as described herein, occurred for purposes of this Asbestos-Related PI Trust Agreement Section 8.05 Severability. Should any provision in this Asbestos-Related PI Trust Agreement be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any and all other provisions of this AsbestosRelated PI Trust Agreement. Section 8.06 Notices. Notices to Entities asserting Asbestos-Related PI Claims against the Asbestos-Related PI Trust shall be given at the address of such Entity, or, where applicable, such Entity's representative, in each case as provided on such person's claim form submitted to the Asbestos-Related PI Trust with respect to his or her or its Asbestos-Related PI Claim or as otherwise provided to the Asbestos-Related PI Trust. All notices or other reports required or permitted by this Asbestos-Related PI Trust Agreement must be (i) in writing and is deemed effective when (a) delivered personally to the recipient, (b) sent by facsimile before 5:00 p.m. prevailing New York time on a Business Day with a copy of such facsimile sent on the same day to the recipient by reputable overnight courier service (charges prepaid), (c) five (5) days after deposit in the U.S. mail, mailed by registered or certified mail, return receipt requested, postage prepaid, or (d) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid); and (ii) sent to the Asbestos-Related PI Trust (through the Trustees), the Trust Advisory Committee, the Future Demand Holders' Representative and the Debtor, Settlor or Reorganized Quigley at the addresses set forth below, or at such other address as such Entity now designates from time to time in writing in accordance with this Section 8.06. To the Asbestos-Related PI Trust through the Trustees: ___________________________ ___________________________ ___________________________ Attention: __________________ To the Trust Advisory Committee: ___________________________ ___________________________ ___________________________ Attention: __________________ To the Future Demand Holders' Representative:

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Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, New York 10119 Attention: Albert Togut With a copy to: Togut, Segal & Segal LLP One Penn Plaza Suite 3335 New York, New York 10119 Attention: Scott E. Ratner, Esq. To Debtor, Settlor or Reorganized Quigley: Quigley Company, Inc. 52 Vanderbilt Avenue New York, New York 10017 Attention: Paul A. Street With a copy to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attentio n: Michael L. Cook, Esq. Lawrence V. Gelber, Esq. Section 8.07 Successors and Assigns. The provisions of this Asbestos-Related PI Trust Agreement shall be binding upon and inure to the benefit of the Debtor, Reorganized Quigley, the Asbestos-Related PI Trust and the Trustees and their respective successors and assigns, except that neither the Debtor nor the Asbestos-Related PI Trust nor the Trustees may assign or otherwise transfer any of its, or his or her rights or obligations under this AsbestosRelated PI Trust Agreement, except, in the case of the Asbestos-Related PI Trust and the Trustees, as contemplated by Section 3.01. Section 8.08 Limitation on Claim Interests for Securities Laws Purposes. Asbestos-Related PI Claims and any interests therein (a) shall not be assigned, conveyed, hypothecated, pledged or otherwise transferred, voluntarily or involuntarily, directly or indirectly, except by will or under the laws of descent and distribution and except that the foregoing shall not apply to the holder of a claim that is subrogated to an Asbestos-Related PI Claim as a result of its satisfaction of such Asbestos-Related PI Claim; (b) shall not be evidenced by a certificate or other instrument; (c) shall not possess any voting rights; and (d) shall not be entitled to receive any dividends or interest.

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Section 8.09 Entire Agreement; No Waiver. The entire agreement of the parties relating to the subject matter of this Asbestos-Related PI Trust Agreement is contained herein and in the documents referred to herein, and this Asbestos-Related PI Trust Agreement and such documents supersede any prior oral or written agreements concerning the subject matter hereof. No failure to exercise or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor sha ll any single or partial use of any right, power or privilege hereunder preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of rights under law or in equity, except as otherwise provided in the injunctions. Section 8.10 Headings. The headings used in this Asbestos-Related PI Trust Agreement are inserted for convenience only and do not constitute a portion of this AsbestosRelated PI Trust Agreement or in any manner affect the construction of the provisions of this Asbestos-Related PI Trust Agreement Section 8.11 Governing Law. This Asbestos-Related PI Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to New York conflict of laws principles. Section 8.12 Dispute Resolution. Any disputes that arise under this AsbestosRelated PI Trust Agreement or under the Asbestos-Related PI Trust Distribution Procedures or the Trust Bylaws shall be resolved by the Bankruptcy Court pursuant to the Plan, except as otherwise provided herein, or in the Asbestos-Related PI Trust Distribution Procedures or in the Trust Bylaws. Notwithstanding anything else contained herein, to the extent any provision of this Asbestos-Related PI Trust Agreement is inconsistent with any provision of the Plan or the Asbestos-Related PI Trust Distribution Procedures, the Plan or the Asbestos-Related PI Trust Distribution Procedures shall control. Section 8.13 Enforcement and Administration. The provisions of this AsbestosRelated PI Trust Agreement and the annexes hereto shall be enforced by the Bankruptcy Court pursuant to the Plan. The parties hereby further acknowledge and agree that the Bankruptcy Court shall have exclusive jurisdiction over the settlement of the accounts of the Trustees. Section 8.14 Effectiveness. This Asbestos-Related PI Trust Agreement shall not become effective until such time as it has been approved by the Bankruptcy Court and executed and delivered by all the parties hereto, and the Effective Date of the Plan has occurred. Section 8.15 Counterpart Signatures. This Asbestos-Related PI Trust Agreement may be executed in any number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument. Section 8.16 Settlors. The Reorganized Debtor is hereby irrevocably designated as Settlor, and is hereby authorized to take any action required of the Settlor in connection with the Asbestos-Related PI Trust. [signature page to follow]

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IN WITNESS WHEREOF, the parties have executed this Quigley AsbestosRelated PI Trust Agreement this ____ day of __________, 2005.

SETTLOR:

By: ___________________________________ Name: ________________________________ Title: _________________________________

TRUSTEES:

___________________________________ Name:

___________________________________ Name:

___________________________________ Name:

FUTURE DEMAND HOLDERS' REPRESENTATIVE

___________________________________ Name:

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TRUST ADVISORY COMMITTEE

___________________________________ Name:

___________________________________ Name:

___________________________________ Name:

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Exhibit A to Quigley Company, Inc. Asbestos-Related Personal Injury Trust Agreement INDEMNIFICATION AGREEMENT by and among Quigley Company, Inc. and Pfizer Inc., and [_____________________________], as Managing Trustee for the Quigley Asbestos-Related Personal Injury Trust, dated as of [___________], 2005

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INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement ") is effective as of [__________], 2005, by and among (i) Quigley Company, Inc., a debtor and debtor in possession in Case No. 04-15739 (PCB) before the United States Bankruptcy Court for the Southern District of New York (the "Debtor"), (ii) Pfizer Inc., a Delaware corporation, on behalf of itself and the other Pfizer Protected Parties (collectively, "Pfizer"), and (iii) [____________________], as Managing Trustee for the Quigley Asbestos-Related Personal Injury Trust (the "AsbestosRelated PI Trust"). RECITALS WHEREAS, at the time of the entry of the order for relief in the Chapter 11 Case, the Debtor, Pfizer and certain other Pfizer Protected Parties had been named as defendants in personal- injury and wrongful-death actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products, silica, mixed dust, talc, vermiculite or some combination thereof; and WHEREAS, the Debtor has reorganized under the provisions of chapter 11 of the Bankruptcy Code in a case known as In re Quigley Company, Inc., Case No. 04-15739 (PCB), pending before the Bankruptcy Court; and WHEREAS, the Plan provides for, among other things, the creation of the Asbestos-Related PI Trust; and WHEREAS, all Asbestos-Related PI Claims are channeled to the AsbestosRelated PI Trust pursuant to the Asbestos-Related PI Channeling Injunction; WHEREAS, notwithstanding the Asbestos-Related PI Channeling Injunction, to the extent any Asbestos-Related PI Claim is asserted against Quigley, Pfizer or any other Pfizer Protected Party, the Asbestos-Related PI Trust will indemnify such Entities pursuant to this Agreement; and WHEREAS, the Debtor, the Trustees, members of the Trust Advisory Committee and the Future Demand Holders' Representative have entered into the Quigley Company, Inc. Asbestos-Related Personal Injury Trust Agreement (the "Asbestos-Related PI Trust Agreement "); and WHEREAS, pursuant to the Plan and the Asbestos-Related PI Trust Agreement, the Asbestos-Related PI Trust is to use its assets and income to pay Asbestos-Related PI Claims; and

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WHEREAS, the Plan provides for, among other things, the complete treatment of all liabilities and obligations of Quigley, Pfizer and the other Pfizer Protected Parties with respect to Asbestos-Related PI Claims; and WHEREAS, the Plan provides for, among other things, Pfizer, on behalf of itself and the other Pfizer Protected Parties, to make the Pfizer Contribution to the Asbestos-Related PI Trust and Reorganized Quigley; and WHEREAS, the Plan provides for, among other things, Quigley to effectuate the Quigley Insurance Transfer, pursuant to which Quigley will transfer, grant and assign its Shared Asbestos-Related Insurance Rights to the Asbestos-Related PI Trust; and WHEREAS, the Asbestos-Related PI Trust Agreement requires that the Asbestos-Related PI Trust indemnify Quigley, Pfizer and the other Pfizer Protected Parties for Asbestos-Related PI Claims; and WHEREAS, as provided in the Asbestos-Related PI Trust Agreement, the Parties hereto desire to set forth certain agreements regarding indemnification matters. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and such other valuable consideration, the Parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 (a) Interpretation. All capitalized terms used herein but not otherwise defined shall have the respective meanings given to such terms in the Quigley Company, Inc. Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the "Plan"), and such definitions are incorporated herein by reference. All capitalized terms not defined herein or in the Plan, but defined in the Bankruptcy Code or Bankruptcy Rules, shall have the meanings given to them in such code and rules, and such definitions are incorporated herein by reference. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an article or section of this Agreement unless otherwise indicated. (b) Definitions.

"Asbestos-Related Insurance Settlement Agreements" means the agreements listed on the annexed Exhibit D, as the Debtor from time to time prior to the Effective Date may amend such exhibit; provided, however, that "Asbestos-Related Insurance Settlement Agreements" shall not include the AIG Insurance Settlement Agreement. "Asbestos-Related PI Claim" means: (a) any Claim, Demand, or remedy, whether now exis ting or hereafter arising or asserted against a Quigley Person or Pfizer Protected Party, whether under a direct or indirect theory of liability; and/or (b) any debt, obligation, or liability

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(whether or not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, bonded, secured, or unsecured), whenever and wherever arising or asserted, whether under a direct or indirect theory of liability, of a Quigley Person or Pfizer Protected Party (including, without limitation, all debts, obligations, and liabilities in the nature of or sounding in tort, contract, warranty, or any other theory of law, equity or admiralty, whether under common law or by statute); in either case ((a) or (b)) for, resulting from, attributable to, or arising by reason of, directly or indirectly, physical, emotional, bodily, or other personal injury or damages (including, without limitation, any Claim or Demand for compensatory damages, loss of consortium, medical monitoring, survivorship, wrongful death, proximate, consequential, general, special or punitive damages, reimbursement, indemnity, warranty, contribution, or subrogation) whether or not diagnosable or manifested before the Confirmation Date or the close of the Chapter 11 Case, (x) caused or allegedly caused, in whole or in part, directly or indirectly by: (i) asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (ii) services, actions, or operations provided, completed, performed, or taken with asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (y) caused or allegedly caused, in whole or in part, by asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or a Pfizer Protected Party is alleged to have legal responsibility under any applicable law or by contract, whether or not arising, or allegedly arising, directly or indirectly from acts or omissions of such Quigley Person or Pfizer Protected Party, or other Entity for or with which a Quigley Person or Pfizer Protected Party is alleged to have legal responsibility. "AsbestosRelated PI Claims" shall include, without limitation, Indirect Asbestos-Related PI Claims and Trust Expenses. "Indemnified Claims" means any claims against any of the Indemnitees relating to or any in way arising out of an Asbestos-Related PI Claim, a Shared Asbestos-Related Insurance Policy or an Asbestos-Related Insurance Settlement Agreement. "Indemnitees" means Quigley Company, Inc. and each Pfizer Protected Party and their respective past, present and future Representatives. "Liabilities" means any and all costs, expenses, actions, causes of action, suits, controversies, damages, claims, demands, debts, liabilities or obligations of any nature, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, liquidated or unliquidated, matured or not matured, contingent or direct, whether arising at common law, in equity, or under any statute.

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"Party" means each of the signatories hereto. "Pfizer Protected Parties" means: (a) Pfizer; (b) Pfizer's Affiliates as of the date hereof, including without limitation, those listed on Schedule 1 to the Plan; (c) any predecessors or successors, or any person alleged to be a predecessor or successor, of the persons identified in clauses (a) and (b) of this definition, including without limitation, Mineral Technologies Inc. or any of its subsidiaries or affiliates; (d) all of the respective future Affiliates of Pfizer; (e) any and all Persons or Entities against whom Plaintiffs have asserted or may assert a Claim or Demand based on alleged exposure to asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof that were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by any Quigley Person, including a Quigley contracting unit; and (f) the respective former and present Representatives of the Persons and Entities identified in clauses (a) through (e) of this definition, acting in such capacity. "Representatives" means, with respect to any specified Entity, the officers, directors, employees, agents, attorneys, accountants, financial advisors, other representatives, subsidiaries, affiliates, or any person who controls any of these within the meaning of the Securities Act of 1933, as amended, or the Securities Exc hange Act of 1934, as amended. "Shared Asbestos- Related Insurance Policies" means the insurance policies issued to Pfizer that provide coverage to Quigley for products/completed operations claims, as listed on Exhibit C to the Plan, as such exhibit may be amended by Quigley from time to time prior to the Effective Date; provided, however, Shared Asbestos-Related Insurance Policies shall not include the policies issued by the AIG Companies that are subject to the AIG Insurance Settlement Agreement. ARTICLE II INDEMNIFICATION Section 2.1 Indemnification by the Asbestos-Related PI Trust. Except as otherwise provided in this Agreement, the Asbestos-Related PI Trust shall indemnify, defend, pay the defense costs for, and hold harmless the Indemnitees from and against any and all Liabilities associated with the Indemnified Claims that any third party seeks to impose upon the Indemnitees, or that are imposed upon the Indemnitees, including, without limitation, Indirect Asbestos-Related PI Claims. In the event that the Asbestos-Related PI Trust makes a payment to the Indemnitees hereunder, and any of the Indemnitees subsequently reduces the Liability on account of which such payment was made, either directly or through a third-party recovery, the applicable Indemnitees will promptly repay the Asbestos-Related PI Trust the amount by which the payment made by the Asbestos-Related PI Trust exceeds the actual cost of the associated indemnified Liability.

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Section 2.2 Claims.

Procedures for Defense, Settlement, and Indemnification of Trust

(a) Notice of Claims. If an Indemnitee shall receive notice or otherwise learn of the assertion or commencement by an Entity of any Indemnified Claim with respect to which the Asbestos-Related PI Trust may be obligated to provide indemnification to such Indemnitee pursuant to Section 2.1, the Indemnitee shall give the Asbestos-Related PI Trust written notice thereof within thirty (30) days after becoming aware of such Indemnified Claim. Any such notice shall describe the Indemnified Claim in reasonable detail. Notwithstanding the foregoing, the delay or failure of any Indemnitee to give notice as provided in this Section 2.2(a) shall not relieve the Asbestos-Related PI Trust of its obligations under this Article II, except to the extent that the Asbestos-Related PI Trust is actually and substantially prejudiced by such delay or failure to give notice. (b) Defense by Asbestos-Related PI Trust. The Asbestos-Related PI Trust shall have the sole right to manage the defense of any Indemnified Claim for which the Asbestos-Related PI Trust may be obligated to provide indemnification to an Indemnitee pursuant to Section 2.1; provided, however, that it may not settle or compromise any such claim except with consent of the Indemnitee. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 2.2(a) (or sooner, if the nature of such Indemnified Claim so requires), the Asbestos-Related PI Trust shall notify the Indemnitee that the Asbestos-Related PI Trust will assume responsibility for managing the defense of such Indemnified Claim, which notice shall specify any reservations or exceptions. (c) Defense by Indemnitee. If the Asbestos-Related PI Trust fails to assume responsibility for managing the defense of an Indemnified Claim for which the Asbestos-Related PI Trust may be obligated to provide indemnification to an Indemnitee pursuant to Section 2.1, or fails to notify an Indemnitee that it will assume responsibility as provided in Section 2.2(b), such Indemnitee may manage the defense of such Indemnified Claim; provided, however, that the Asbestos-Related PI Trust shall reimburse all such costs and expenses in the event it is ultimately determined that the Asbestos-Related PI Trust is obligated to indemnify the Indemnitee with respect to such Indemnified Claim. (d) No Consent to Certain Judgments or Settlements Without Consent. Notwithstanding any provision of this Section 2.2, no Party shall consent to entry of any judgment or enter into any settlement of an Indemnified Claim for which the Asbestos-Related PI Trust may be obligated to provide indemnification to an Indemnitee pursuant to Section 2.1 without the consent of the other Party (such consent not to be unreasonably withheld), if the effect of such judgment or settlement is to permit any injunction, declaratory judgment, other order, or other nonmonetary relief to be entered, directly or indirectly, against the other Party. (e) Subrogation. In the event of payment by or on behalf of the AsbestosRelated PI Trust to or on behalf of any Indemnitee in connection with any Indemnified Claim, the Asbestos-Related PI Trust shall be subrogated to and shall stand in the place of such Indemnitee, in whole or in part based upon whether the Asbestos-Related PI Trust has paid all or only part of the Indemnitee's Liability, as to any events or circumstances in respect of which such Indemnitee may have any right, defense, or claim relating to such Indemnified Claim

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against any claimant or plaintiff asserting such Indemnified Claim or against any other Entity. Such Indemnitee shall cooperate with the Asbestos-Related PI Trust in a reasonable manner, and at the cost and expense of the Asbestos-Related PI Trust, in prosecuting any subrogated right, defense, or claim. ARTICLE III MISCELLANEOUS Section 3.1 Entire Agreement. Except as provided otherwise in the Plan Documents or the Confirmation Order, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof; provided, however, that, in the event of an inconsistency between this Agreement and the Plan, the Plan shall govern. Section 3.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of New York, without regard to its conflicts of law principles. Section 3.3 Descriptive Headings. The headings contained in this Agreement and in the table of contents to this Agreement are fo r reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 3.4 Notices. Any notice, statement, or other report required or permitted by this Agreement must be: (i) in writing and is deemed given when (a) delivered personally to the recipient, (b) sent by facsimile before 5:00 p.m. prevailing New York time on a Business Day with a copy of such facsimile sent to the recipient by reputable overnight courier service (charges prepaid) on the same day, (c) five (5) days after deposit in the United States mail, mailed by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid); and (ii) addressed to the parties to whom such notice, statement or report is directed (and, if required, its counsel) at the addresses set forth below, or at such other address as such party may designate from time to time in writing in accordance with this Sectio n 3.4. If to the Asbestos-Related PI Trust through the Trustees: [_______________________________] [_______________________________] [_______________________________] [_______________________________] [_______________________________]

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If to the Debtor: 52 Vanderbilt Avenue New York, New York 10017 Attention: Paul Street Telephone: (212) 733-9207 Facsimile: (212) 857-3739 With copies to: Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Michael L. Cook, Esq. and Lawrence V. Gelber, Esq. Telephone: (212) 756-2000 Facsimile: (212) 593-5955 If to Pfizer or any other Pfizer Protected Party 235 East 42nd Street New York, New York 10017 Attention: Atiba Adams, Esq. Telephone: (212) 733-2782 Facsimile: (646) 383-9197 With copies to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: Bruce R. Zirinsky, Esq. and John H. Bae, Esq. Telephone: (212) 504-6000 Facsimile: (212) 504-6666 -andRubin & Rubin, Chartered One Church Street, Suite 201 Rockville, Maryland 20850 Attention: Ron Rubin, Esq. Telephone: (301) 610-9700 Facsimile: (301) 610-9716 Section 3.5 Third-Party Beneficiaries. This Agreement shall inure to the benefit of the Parties and each of their respective heirs, successors, and assigns. Except for the Quigley and the Pfizer Protected Parties, nothing in this Agreement, express or implied, is intended to confer upon any other Entity any rights or remedies of any nature whatsoever under or by reason of this Agreement.

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Section 3.6 Other Agreements Evidencing Indemnification Obligations. The Asbestos-Related PI Trust hereby agrees to execute, for the benefit of any Indemnitee, such documents as may be reasonably requested by such Indemnitee, evidencing the Asbestos-Related PI Trust's agreement that the indemnification obligations of the Asbestos-Related PI Trust set forth in this Agreement inure to the benefit of, and are enforceable by, such Indemnitee. Section 3.7 Counterparts. This Agreement and the other documents referred to herein may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. Section 3.8 Binding Effect; Assignment. No Party may assign or transfer this Agreement, directly or indirectly, in whole or in part, whether by operation of law or otherwise, without the other Parties' prior written consents, and any attempted assignment, transfer, or delegation without such prior written consents shall be voidable at the sole option of such other Parties. Notwithstanding the forego ing, each Party (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to an entity that succeeds to all or substantially all of the business or assets of such Party. Without limiting the foregoing, this Agreement will be binding upon, and inure to the benefit of, the Parties and their permitted successors and assigns. This Agreement may be enforced separately by the Asbestos-Related PI Trust and each Indemnitee. Section 3.9 Severability. If any term or other provision of this Agreement is determined by a court, administrative agency, or arbitrator to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. Section 3.10 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. Section 3.11 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties to this Agreement.

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IN WITNESS WHEREOF, each of the Parties has caused this Indemnification Agreement to be executed on its behalf by its duly authorized officers thereunto on the day and year first above written. PFIZER INC.: On behalf of itself and the other Pfizer Protected Parties

By: ____________________________ Name: ___________________________ Title: ____________________________ QUIGLEY COMPANY, INC.:

By: ____________________________ Name: ___________________________ Title: ____________________________ MANAGING TRUSTEE:

By: ____________________________ Name: ___________________________ Title: ____________________________

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Exhibit B to Quigley Company, Inc. Asbestos-Related Personal Injury Trust Agreement

QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST BYLAWS

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QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The initial principal office of the Quigley Company, Inc. Asbestos-Related Personal Injury Trust (the " Asbestos-Related PI Trust") shall be in [_____] or at such other place as the Trustees shall from time to time select. Section 2. Other Offices. The Asbestos-Related PI Trust 1 may have such other offices at such other places as the Trustees may from time to time determine to be necessary for the efficient and cost-effective administration of the Asbestos-Related PI Trust. ARTICLE II TRUSTEES Section 1. Control of Property, Business, and Affairs. The property, business, and affairs of the Asbestos-Related PI Trust shall be managed by or under the direction of the Trustees, provided that certain decisions of the Trustees shall be subject to the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, as provided in the Quigley Company, Inc. Asbestos-Related Personal Injury Trust Agreement (the "AsbestosRelated PI Trust Agreement "), to which these Bylaws are attached. Section 2. Quorum and Manner of Acting. A majority of the Trustees shall constitute a quorum for the transaction of business. In the absence of a quorum, the Trustees present may adjourn the meeting from time to time until a quorum shall be present. The vote, at a meeting at which a quorum is present, of a majority of Trustees shall be an act of the Trustees. Section 3. Regular Meetings. Regular meetings of the Trustees with the Trust Advisory Committee and the Future Demand Holders' Representative may be held at such time and place as shall from time to time be determined by the Trustees, provided that the Trustees shall meet at least once per calendar quarter on a schedule announced as soon as practicable after the Effective Date, and on the anniversary of the Effective Date thereafter. After there has been such determination, and a notice thereof has been given to each Trustee, members of the Trust Advisory Committee and the Future Demand Holders' Representative, regular meetings may be held without further notice being given.

1

Capitalized terms used herein shall have the meanings ascribed to them in the Quigley Company, Inc. Plan of Reorganization under chapter 11, title 11 of the United States Code (the "Bankruptcy Code"). All capitalized terms not defined therein, shall have the meanings ascribed to them in the Bankruptcy Code or Federal Rules of Bankruptcy Procedure, and such definitions are incorporated herein by reference.

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Section 4. Special Meeting Notice. Special meetings of the Trustees shall be held whenever called by one or more of the Trustees. Notice of each such meeting shall be delivered by overnight courier to each Trustee, members of the Trust Advisory Committee, and the Future Demand Holders' Representative, addressed to them at the place designated by each of them for receipt of such notice, or, failing such designation, at their residence or usual place of business, at least three (3) days before the date on which the meeting is to be held, or sha ll be sent to them at such place by personal delivery or by telephone or telecopy not later than two (2) days before the day on which such meeting is to be held. Such notice shall state the place, date, and hour of the meeting and the purposes for which it is called. In lieu of the notice to be given as set forth above, a waiver thereof in writing, signed by the Trustee or Trustees, members of the Trust Advisory Committee, or the Future Demand Holders' Representative entitled to receive such notice, whether before or after the meeting, shall be deemed equivalent thereto for purposes of this Section 4. No notice or waiver by any Trustee, member of the Trust Advisory Committee, or the Future Demand Holders' Representative, with respect to any special meeting, shall be required if such person shall be present at said meeting. Members of the Trust Advisory Committee and Future Demand Holders' Representative shall be entitled to attend every special meeting of the Trustees. Section 5. Action Without a Meeting; Meeting by Conference Call. Any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if all Trustees, after notice to the Trust Advisory Committee and the Future Demand Holders' Representative, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Trustees. The Trustees also may take any action required or permitted to be taken at any meeting by means of conference telephone or similar communication equipment provided that all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. ARTICLE III OFFICERS Section 1. Principal Officers. The principal officer of the Asbestos-Related PI Trust shall be the Managing Trustee, as appointed pursuant to Section 5.01 of the AsbestosRelated PI Trust Agreement. The Managing Trustee shall have the authority to legally bind the Asbestos-Related PI Trust upon an act of the Trustees pursuant to Section 2 of Article II hereof. The Asbestos-Related PI Trust also may have such other officers as the Trustees may appoint after determining that such appointment will promote the efficient and cost-effective administration of the Asbestos-Related PI Trust. Section 2. Election and Term of Office. The principal officer or officers of the Asbestos-Related PI Trust shall be chosen by the Trustees. Each such officer shall hold office until his or her successor shall have been duly chosen and qualified or until the earlier of his or her death, resignation, retirement, or removal.

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Section 3. Subordinate Officers. In addition to the principal officer enumerated in Section 1 of this Article III, the Asbestos-Related PI Trust may have such other subordinate officers, agents, and employees as the Trustees may deem necessary for the efficient and cost-effective administration of the Asbestos-Related PI Trust, each of whom shall hold office for such period, have such authority, and perform such duties as the Trustees may from time to time determine. The Trustees may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents, or employees. Section 4. Removal. The Managing Trustee or any other officer may be removed with or without cause, at any time, by resolution adopted by the Trustees at any regular meeting of the Trustees or at any special meeting of the Trustees called for that purpose; provided, however, that the consent of the Trust Advisory Committee and the Future Demand Holders' Representative shall be required for the removal of the Managing Trustee without cause. Section 5. Resignations. Any officer may resign at any time by giving written notice to the Trustees. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Powers and Duties. The officers of the Asbestos-Related PI Trust shall have such powers and perform such duties as may be conferred upon or assigned to them by the Trustees. ARTICLE IV ADMINISTRATION Section 1. Amendments. The Bylaws of the Asbestos-Related PI Trust, other than Article II, Section 4 of Article III, and this Article IV, may be amended by the Trustees at any meeting of the Trustees, provided that notice of the proposed amendment is contained in the notice of such meeting. The remaining Bylaws may be amended by the Trustees only after receipt of the consent of the Trust Advisory Committee and the Future Demand Holders' Representative to the proposed amendment. Section 2. Inconsistency. In the event of an inconsistency between these Bylaws and the Asbestos-Related PI Trust Agreement, the Asbestos-Related PI Trust Agreement shall govern. In the event of an inconsistency between these Bylaws and the Plan, the Plan shall govern.

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EXHIBIT B TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

ASBESTOS-RELATED PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES

Exhibit B to Quigley Company, Inc. Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES

Dated: March 4, 2005

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TABLE OF CONTENTS Page SECTION 1 INTRODUCTION Section 1.1 Section 1.2 Section 1.3 Purpose ....................................................................................................................1 Interpretation............................................................................................................1 Definitions ...............................................................................................................1 SECTION 2 OVERVIEW Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Asbestos-Related PI Trust Goals ...........................................................................11 Claims Liquidation Procedures..............................................................................12 Application of the Payment Percentage .................................................................13 Asbestos-Related PI Trust's Determination of the Maximum Annual Payment .................................................................................................................13 Claims Payment Ratio ...........................................................................................14 Settling Plaintiffs ...................................................................................................15 Indemnity and Contribution Claims ......................................................................15 SECTION 3 TRUST DISTRIBUTION PROCEDURES ADMINISTRATION Section 3.1 Section 3.2 Trust Advisory Committee and Future Demand Holders' Representative............16 Consent and Consultation Procedures ...................................................................16 SECTION 4 PAYMENT PERCENTAGE; PERIODIC ESTIMATES; DE MINIMIS DISTRIBUTIONS Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Uncertainty of Quigley's Personal Injury Asbestos Liabilities .............................16 Computation of Payment Percentage .....................................................................16 Applicability of the Payment Percentage ..............................................................17 De Minimis Distributions ......................................................................................18 Offsets ....................................................................................................................18

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SECTION 5 RESOLUTION OF QUIGLEY ASBESTOS TRUST CLAIMS. Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 Section 5.10 Section 5.11 Ordering, Processing and Payment of Claims .......................................................18 Payment of Prepetition Liquidated Claims ............................................................21 Resolution of Unliquidated Asbestos-Related PI Claims ......................................21 Categorizing Claims as Extraordinary and/or Exigent Hardship ..........................31 Secondary Exposure Claims ..................................................................................31 Indirect Asbestos-Related PI Claims For Contribution/ Indemnification .............32 Evidentiary Requirements .....................................................................................33 Claims Audit Program...........................................................................................38 Second Disease (Malignancy) Claims ...................................................................38 Arbitration..............................................................................................................38 Litigation................................................................................................................39 SECTION 6 CLAIMS MATERIALS Section 6.1 Section 6.2 Section 6.3 Section 6.4 Claims Materials ....................................................................................................39 Content of Claims Materials ..................................................................................40 Withdrawal of Claims ............................................................................................40 Filing Requirements and Fees ...............................................................................40 SECTION 7 GENERAL GUIDELINES FOR LIQUIDATING AND PAYING CLAIMS Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 Showing Required .................................................................................................41 Costs Considered ...................................................................................................41 Discretion to Vary the Order and Amounts of Payments in Event of Limited Liquidity...................................................................................................41 Punitive Damages ..................................................................................................42 Interest on Asbestos-Related PI Claims ................................................................42 Suits in the Tort System.........................................................................................42 Payment of Judgments fo r Money Damages .........................................................43 Third-Party Services ..............................................................................................43 Asbestos-Related PI Trust Disclosure of Information...........................................43 SECTION 8 MISCELLANEOUS Section 8.1 Section 8.2

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Amendments ..........................................................................................................44 Severability............................................................................................................44 -ii-

Section 8.3

Governing Law ......................................................................................................44

SCHEDULE Schedule 1 ATTACHMENTS Attachment A Attachment B Alternative Dispute Resolution Procedures Proof of Claim Forms Pfizer Inc. Affiliates

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QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES These Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures ("Asbestos-Related PI Trust Distribution Procedures") provide for satisfying all asbestos-related personal injury and wrongful death claims caused by conduct of and/or exposure to products for which Quigley Company, Inc., a New York corporation ("Quigley"), has legal responsibility, as provided in and required by the Quigley Company, Inc. Plan of Reorganization Under Chapter 11 of the Bankruptcy Code ("Plan") and the Quigley Company, Inc. Asbestos-Related Personal Injury Trust Agreement ("Asbestos-Related PI Trust Agreement "). The Plan and the Asbestos-Related PI Trust Agreement establish the AsbestosRelated PI Trust. The Trustees of the Asbestos-Related PI Trust (the "Trustees") shall implement and administer these Asbestos-Related PI Trust Distribution Procedures in accordance with the Asbestos-Related PI Trust Agreement. SECTION 1 INTRODUCTION Section 1.1 Purpose. These Asbestos-Related PI Trust Distribution Procedures have been adopted pursuant to the Asbestos-Related PI Trust Agreement. It is designed to provide fair and equitable treatment in substantially the same manner for all Asbestos-Related PI Claims that may presently exist or may arise in the future. Section 1.2 Interpretation. Nothing in these Asbestos-Related PI Trust Distribution Procedures shall be deemed to create a substantive right for any cla imant. Section 1.3 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan or in the Asbestos-Related PI Trust Agreement. The following capitalized terms used herein shall have the meanings set forth below: "ADR Procedures" shall mean the Quigley Company, Inc. Asbestos-Related PI Trust Alternative Distribution Procedures, attached to these Asbestos-Related PI Trust Distribution Procedures as Attachment A. "Allowed Asbestos-Related PI Claim" means, for distribution purposes only, an Asbestos-Related PI Claim in such amount as is determined pursuant to the procedures set forth in these Asbestos-Related PI Trust Distribution Procedures. An Allowed Asbestos-Related PI Claim for distribution purposes will be, and be deemed to be, a judgment determining the amount of legal liability against the Asbestos-Related PI Trust in the amount of such Allowed Asbestos-Related PI Claim. Such Allowed Asbestos- Related PI Claims will be paid pursuant to the terms of the Plan, the Asbestos-Related PI Trust Agreement, and these Asbestos-Related PI Trust Distribution Procedures.

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Notwithstanding the foregoing, Asbestos-Related PI Claims against the Debtor allowed solely for the purpose of voting to accept or reject the Plan pursuant to the Solicitation Procedures Order or other order of the Bankruptcy Court shall not be considered Allowed Asbestos-Related PI Claims hereunder. "Allowed Amount " means, with respect to any Asbestos-Related PI Claim: the lesser of (i) the dollar amount of such Claim as Allowed; (ii) the estimated amount of such Claim (other than the estimated amount of any Claim for voting purposes only, pursuant to either the Solicitation Procedures Order or any other order of the Bankruptcy Court); and (iii) the dollar amount agreed to by the Asbestos-Related PI Trust in accordance with the Asbestos-Related PI Trust Distribution Procedures. The Allowed Amount of an Allowed Asbestos-Related PI Claim shall not include interest or penalties accruing on such Allowed Claim from and after the Petition Date. In addition, unless an order of the Bankruptcy Court provides otherwise, the Allowed Amount of an Allowed Claim shall not, for any purpose under the Plan or these AsbestosRelated PI Trust Distribution Procedures, include interest at any default rate of interest. "Asbestos-Related Insurance Entity Injunction" means the injunction described in Section 11.7 of the Plan. "Asbestos-Related PI Channeling Injunction" means the injunction described in Section 11.6 of the Plan. "Asbestos-Related PI Claim" means (a) any Claim, Demand, or remedy, whether now existing or hereafter arising or asserted against a Quigley Person or Pfizer Protected Party, whether under a direct or indirect theory of liability; and/or (b) any debt, obligation, or liability (whether or not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, bonded, secured, or unsecured), whenever and wherever arising or asserted, whether under a direct or indirect theory of liability, of a Quigley Person or Pfizer Protected Party (including, without limitation, all debts, obligations, and liabilities in the nature of or sounding in tort, contract, warranty, or any other theory of law, equity or admiralty, whether under common law or by statute); in either case ((a) or (b)) for, resulting from, attributable to, or arising by reason of, directly or indirectly, physical, emotional, bodily, or other personal injury or damages (including, without limitation, any Claim or Demand for compensatory damages, loss of consortium, medical monitoring, survivorship, wrongful death, proximate, consequential, general, special or punitive damages, reimbursement, indemnity, warranty, contribution, or subrogation) whe ther or not diagnosable or manifested before the Confirmation Date or the close of the Chapter 11 Case, (x) caused or allegedly caused, in whole or in part, directly or indirectly by (i) asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (ii) services, actions, or operations provided, completed, performed, or taken with asbestos or asbestos-containing products, silica, mixed dust, talc, or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a

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Quigley contracting unit, for which a Quigley Person or any Pfizer Protected Party is alleged to have legal responsibility; or (y) caused or allegedly caused, in whole or in part, by asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof, which were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by or at the direction of any Quigley Person, including a Quigley contracting unit, for which a Quigley Person or a Pfizer Protected Party is alleged to have legal responsibility under any applicable law or by contract, whe ther or not arising, or allegedly arising, directly or indirectly from acts or omissions of such Quigley Person or Pfizer Protected Party, or other Entity for or with which a Quigley Person or Pfizer Protected Party is alleged to have legal responsibility. "AsbestosRelated PI Claims" shall include, without limitation, Indirect Asbestos-Related PI Claims, Silicaonly Claims and Trust Expenses. "Asbestos-Related PI Trust" means the asbestos-related personal injury trust to be established pursuant to section 524(g) of the Bankruptcy Code and in accordance with the Plan, the Confirmation Order and the Asbestos-Related PI Trust Agreement, which trust shall be treated as a "qualified settlement fund" under section 468B of the Internal Revenue Code. "Asbestos-Related PI Trust Agreement" shall have the meaning set forth in the recitals herein. "Asbestos-Related PI Trust Distribution Procedures" shall have the meaning set forth in the recitals herein. "Asbestos-Related Protected Party" means any of the following: (a) (b) (c) (d) Quigley; Reorganized Quigley; predecessors of Quigley; the Pfizer Protected Parties;

(e) any Entity, except for the Asbestos-Related PI Trust, that, pursuant to the Plan or otherwise, after the Effective Date, becomes a direct or indirect transferee of or successor to Quigley, Reorganized Quigley, any of the Pfizer Protected Parties, or any of their respective assets (but only to the extent that liability is asserted to exist as a result of its becoming such a transferee or successor); (f) any Entity that, pursuant to the Plan or otherwise, after the Effective Date, makes a loan to: (i) Quigley; (ii) Reorganized Quigley; or (iii) a successor to, or transferee of any of the respective assets of, Quigley, Reorganized Quigley, any of the Asbestos-Related Protected Parties, or the Asbestos-Related PI Trust (but only to the extent that liability is asserted to exist by reason of such Entity 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); and

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(g) any Entity to the extent such Entity is alleged to be directly or indirectly liable for the conduct of, Claims against, or Demands on Quigley, Reorganized Quigley or the Asbestos-Related PI Trust on account of Asbestos-Related PI Claims by reason of one or more of the following: (i) such Entity's ownership of a financial interest in: (a) Quigley; (b) Reorganized Quigley; (c) any past or present Affiliate of Quigley or Reorganized Quigley; or (d) any predecessor in interest of Quigley or Reorganized Quigley; (ii) such Entity's involvement in the management of: (a) Quigley; (b) Pfizer; (c) any past or present Affiliate of Quigley or Pfizer; (d) Reorganized Quigley; or (e) any predecessor in interest of Quigley or Reorganized Quigley; (iii) such Entity's service as an officer, director, or employee of: (a) Quigley; (b) Reorganized Quigley; (c) Pfizer; (d) any past or present Affiliate of Quigley or Pfizer; (e) any past or present Affiliate of Reorganized Quigley; (f) any predecessor in interest of Quigley or Reorganized Quigley; or (g) any Entity that owns or at any time has owned a financial interest in Quigley or Reorganized Quigley, any past or present Affiliate of Quigley or Reorganized Quigley, or any predecessor in interest of Quigley or Reorganized Quigley; or (iv) such Entity's involvement in a transaction changing the corporate structure, or in a loan or other financial transaction affecting the financial condition, of: (a) Quigley; (b) Pfizer; (c) Reorganized Quigley; (d) any past or present Affiliate of Quigley or Reorganized Quigley; (e) any predecessor in interest of Quigley or Reorganized Quigley; or (f) any Entity that owned a financial interest in Quigley or Reorganized Quigley, any past or present Affiliate of Quigley or Reorganized Quigley, or any predecessor in interest of Quigley or Reorganized Quigley. "Average Value " means the average value for Disease Levels as set forth in Sections 5.3(b)(3) and (b)(4). "Bankruptcy Code" or "Code" means title 11 of the United States Code, 11 U.S.C. section 101 et seq., as in effect on the Petition Date, together with all amendments, modifications and replacements of the foregoing as the same may exist on any relevant date to the extent applicable to the Chapter 11 Case. "Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of New York or such other court as may have jurisdiction over the Chapter 11 Case. "Bar Date" means the date fixed by order of the Bankruptcy Court by which a holder of a Claim against Quigley (other than a holder of any Asbestos-Related PI Claim) must file a Proof of Claim against Quigley.

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"Bilateral Asbestos-Related Malignant Disease" shall have the meaning set forth in Section 5.3. "Board-certified Internist" means 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. "Board-certified Occupational Physician" means 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 Preventive Medicine in occupational medicine. "Board-certified Oncologist" means 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 medical oncology or currently certified by the American Board of Radiology in radiation oncology. "Board-certified Pathologist" means 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. "Board-certified Pulmonary Specialist" means 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. "Board-certified Rheumatologist" means 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-specia lty of Rheumatology. "Business Day" means any day except: (i) Saturday; (ii) Sunday; (iii) any other day on which banking institutions in New York, New York are required or authorized to close by law or executive order; and (iv) the Friday after Thanksgiving. "Cash" means legal tender of the United States of America. "Category A Claims" means Asbestos-Related PI Claims involving Disease Levels 1, 2, 5, 6, 7 or 8 (defined herein) that were unliquidated as of the Petition Date. "Category B Claims" means Asbestos-Related PI Claims involving Disease Levels 3, 4, 9 or 10 (defined herein) that were unliquidated as of the Petition Date. "Certified B-reader" means an individual who has successfully completed the xray interpretation course sponsored by NIOSH and passed the NIOSH examination for

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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. "Chapter 11 Case" means the case under chapter 11 of the Bankruptcy Code filed by Quigley, styled In re Quigley Company, Inc., Case No. 04­15739 (PCB), pending in the United States Bankruptcy Court for the Southern District of New York. "Chest x -rays" means chest radiographs taken in at least one view (posterioranterior and lateral) and graded quality 1 or 2 for reading according to the criteria established by the ILO. Notwithstanding the forgoing, in cases in which no quality 1 or 2 radiographs are available, radiographs of poorer quality shall not automatically be rejected but shall be evaluated for acceptability on a case-by-case basis. Quigley or its designee shall have the right to examine all Chest x-rays for which reports, including B-reading reports, are submitted to it. "Claim" means a (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, legal, equitable, secured, or unsecured; or (b) right to an equitable remedy for breach of performance if such right gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. "Claimant's Jurisdiction" has the meaning set forth in Section 5.3(b)(2). "Claims Agent" means The Trumbull Group, LLC. "Claims Audit Program" means the procedure described in Section 5.8. "Claims Materials" means suitable and efficient claims materials prepared by the Asbestos-Related PI Trust as described in Section 6. "Claims Payment Ratio " means the claims payment ratio set forth in Section 2.5. "Common Stock" means the shares of common stock, par value $0.01 per share, of Quigley issued and outstanding as of the Petition Date. "Confirmation Date" means the date the Confirmation Order is entered on the docket maintained by the Clerk of the Bankruptcy Court or any other court of competent jurisdiction with respect to the Chapter 11 Case. "Confirmation Order" means the order or orders of the Bankruptcy Court or any other court of competent jurisdiction confirming the Plan under section 1129 of the Bankruptcy Code, which shall contain, among other things, the Asbestos-Related PI Channeling Injunction and the Asbestos-Related Insurance Entity Injunction. "Demand " means a demand for payment, present or future, within the meaning of section 524(g)(5) of the Bankruptcy Code that: (i) was not a Claim during the Chapter 11 Case; (ii) arises out of the same or similar conduct or events that gave rise to the Asbestos-Related PI Claims; and (iii) pursuant to the Plan, is to be paid by the Asbestos-Related PI Trust.

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"Direct Claimant" has the meaning set forth in Section 5.6. "Distributions" means the properties or interests in property to be paid or distributed under these Asbestos-Related PI Trust Distribution Procedures to the holders of Allowed Asbestos-Related PI Claims. "Disease Levels " means the asbestos and Silica-related Disease Levels defined in Section 5.3(a)(3). "DLCOsb" means the measurement of the diffusing capacity for carbon monoxide with a single breath as determined by Pulmonary Function Testing. "Effective Date" means the first Business Day on which all conditions precedent set forth in Section 12.2 of the Plan have been satisfied or waived as provided in Section 12.3 of the Plan. "Entity" means any Person or entity, including, without limitation, any individual, corporation, limited liability company, partnership, association, joint stock company, joint venture, estate, trust, unincorporated organization, or government or any political subdivision thereof. "Equity Interest" means all right, title and interest of Pfizer in the issued and outstanding shares of the Common Stock. "Expedited Review" means a review pursuant to the Expedited Review Process. "Expedited Review Process" means the process to liquidate Asbestos-Related PI Claims set forth in Section 5.3(a). "Exigent Hardship Claim" means a claim that meets the criteria set forth in Section 5.4(b). "Extraordinary Claim" shall have the meaning set forth in Section 5.4(a). "FEV1 " or "forced expiratory volume in one second" means that measurement of the quantity of air forcefully expired in one second during pulmonary function spirometry testing. "FVC" or "forced vital capacity" means that measurement of a person's ability to exhale as completely and quickly as possible after inhalation on a pulmonary function spirometry test. "FIFO" means first-in- first-out. "FIFO Payment Queue" shall have the meaning set forth in Section 5.1(c). "FIFO Processing Queue " shall have the meaning set forth in Section 5.2.

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"Final Order" means an order or judgment as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for reargument or rehearing shall then be pending; provided, however, if an appeal, writ of certiorari, reargument or rehearing thereof has been filed or sought, such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied or reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired. "Future Demand Holders" means any and all holders of Demands, whether now known or hereafter discovered. "Future Demand Holders' Representative" means Albert Togut (or any courtappointed successor), in his capacity as the court-appointed legal representative for all Future Demand Holders for the purpose of protecting the interests of persons that may subsequently assert Asbestos-Related PI Claims channeled to the Asbestos-Related PI Trust. "ILO " means International Labor Organization. "ILO Grade" means the radiology ratings for the presence of pleural or parenchymal lung changes by Chest x-rays as established from time to time by ILO and as set forth in "Guidelines for the Use of ILO International Classification of Radiographs of Pneumoconioses" (2000). "Indirect Asbestos-Related PI Claim" means a Claim or Demand that: (a) is based upon a right of contribution, reimbursement, subrogation, indemnity (whether arising by contract or by operation of law) or virile share (as those terms are defined by the nonbankruptcy law of any relevant jurisdiction), or similar Claims or Demands, whether or not such Claim or Demand is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts or legal bases therefore are known or unknown, and regardless of whether in the nature of, or sounding in, contract, tort, warranty, guarantee, contribution, joint and several liability, subrogation, reimbursement, indemnity, statutory right, conspiracy, conducting a fraudulent defense, or any other theory of law, equity, or admiralty; and (b) asserts liability or responsibility, directly or indirectly, arising out of, attributable to, or resulting from, an Asbestos-Related PI Claim. "Indirect Claimant" has the meaning set forth in Section 5.6. "Individual Review" means a review pursuant to the Individual Review Process. "Individual Review Process" means the individual review process described in Section 5.3(b). "Initial Claims Filing Date" means on or before the date six months after the Effective Date. "Maximum Annual Payment" shall have the meaning set forth in Section 2.4.

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"Maximum Available Payment" shall have the meaning set forth in Section 2.4. "Maximum Extraordinary Value " shall have the meaning set forth in Section 5.4(a). "Maximum Value " means the maximum value for Disease Levels as set forth in Sections 5.3(b)(3) and (b)(4). "Medical/Exposure Criteria" means the medical/exposure criteria for each Disease Level set forth in Section 5.3(a)(3). "NIOSH" means the National Ins titute of Occupational Safety and Health. "Particulates" means any asbestos or asbestos-containing products, mixed dust, talc, Silica, vermiculite, or any combination thereof. "Payment Percentage" means the percentage of full liquidated value that holders of Asbestos-Related PI Claims will be entitled to receive from the Asbestos-Related PI Trust pursuant to these Asbestos-Related PI Trust Distribution Procedures on the Effective Date, and any subsequently applicable Payment Percentage calculated in accordance with these AsbestosRelated PI Trust Distribution Procedures. "Petition Date" means September 3, 2004, the date the Chapter 11 Case was commenced. "Person" means an individual, company, corporation, partnership, joint venture, trust, estate, unincorporated association, unincorporated organization, governmental entity, or political subdivision thereof, or any other Entity. "Pfizer" means Pfizer Inc., a Delaware Corporation. "Pfizer Affiliates" means the entities listed on Schedule 1 hereto. "Pfizer Claimant Settlement Agreement " means any settlement agreement entered into between Pfizer and certain holders of Asbestos-Related PI Claims or their counsel pursuant to which the holders of Asbestos-Related PI Claims settled by these agreements agreed to: (a) resolve all current and future asbestos-related personal injury claims against the Pfizer Protected Parties, with the exception of Quigley; and (b) reduce the amount of the Distributions they are entitled to receive from the Asbestos-Related PI Trust to an amount equal to 10% of the Distributions a similarly-situated holder of an Allowed Asbestos-Related PI Claim shall receive from the Asbestos-Related PI Trust pursuant to the Asbestos-Related PI Trust Distribution Procedures, if and only if the holders of Asbestos-Related PI Claims (other than the holders of Claims settled by a Pfizer Claimant Settlement Agreement) do not receive Distributions equal to 100% of the Allowed Amounts of their Allowed Asbestos-Related PI Claims from the AsbestosRelated PI Trust under the Asbestos-Related PI Trust Distribution Procedures. "Pfizer Protected Parties" means: (a) Pfizer; (b) Pfizer's Affiliates as of the date hereof, including without limitation, those listed on Schedule 1 hereto; (c) any predecessors or

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successors, or any person alleged to be a predecessor or successor, of the persons identified in clauses (a) and (b) of this definition, including without limitation, Mineral Technologies Inc. or any of its subsidiaries or affiliates; (d) all of the respective future Affiliates of Pfizer; (e) any and all Persons or Entities against whom Plaintiffs have asserted or may assert a Claim or Demand based on alleged exposure to asbestos or asbestos-containing products, silica, mixed dust, talc or vermiculite, or any combination thereof that were manufactured, used, specified, made, installed, fabricated, sold, supplied, produced, distributed, released, removed, or in any way at any time marketed or disposed of by any Quigley Person, including a Quigley contracting unit; and (f) the respective former and present Representatives of the Persons and Entities identified in clauses (a) through (e) of this definition, acting in such capacity. "Plan" shall have the meaning set forth in the recitals herein. "Predicted Value" also known as "reference values" or "predicted normals" means those values from regression equations used by a pulmonary function laboratory to compare a person's pulmonary function results. Acceptable regression equations include Crapo, Morris and Knudson and InterMountain Thoracic Society. "Prepetition Liquidated Claims" shall have the meaning set forth in Section 5.2. "Proof of Claim" means any proof of claim filed with the Bankruptcy Court or the Claims Agent pursuant to Bankruptcy Code section 501 and Rule 3001 or 3002 of the Bankruptcy Rules that asserts a Claim against Quigley. "Pulmonary Function Testing" means spirometry testing that is in material compliance with the quality criteria established by the American Thoracic Society ("ATS") and is performed on equipment which is in material compliance with ATS standards for technical quality and calibration. "Quigley" shall have the meaning set forth in the recitals herein. "Quigley Exposure" shall have the meaning set forth in Section 5.7(b)(3). "Quigley Person" means each of: (a) Quigley; and (b) Quigley's former and present employees, directors, or officers, acting in such capacity. "Reduced Payment Option" shall have the meaning set forth in Section 5.1(c). "Representatives" means, with respect to any specified Entity, the officers, directors, employees, agents, attorneys, accountants, financial advisors, other representatives, subsidiaries, affiliates, or any person who controls any of these within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. "Reorganized Quigley" means Quigley, or any successor thereto by merger, consolidation, or otherwise, on and after the Effective Date. "Scheduled Value" means the scheduled value for each of the Disease Levels eligible for Expedited Review as set forth in Section 5.3(a)(3).

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"Settling Plaintiff" means a Direct Claimant or an Indirect Claimant who is a party to a Pfizer Claimant Settlement Agreement, as set forth in Section 2.6. "Significant Occupational Exposure" has the meaning set forth in Section 5.7(b)(2). "Silica" means any product that contains free silica or alpha quartz. "Silica-only Claim" means an Asbestos-Related PI Claim that arises from alleged exposure to Silica only. "Solicitation Procedures Order" means the order entered by the Bankruptcy Court on _________, 2005, which, among other things, (a) estimates each Asbestos-Related PI Claim in the amount of $1.00, solely for voting purposes and not for distribution purposes; and (b) approves procedures for soliciting and tabulating the votes to accept or reject the Plan cast by holders of Claims against and Equity Interests in Quigley, including without limitation, Asbestos-Related PI Claims. "Substantial Contributing Factor" means that the alleged particulate exposure played a substantial part in bringing about or actually causing the injury or damage. "TLC" or "total lung capacity" means the total amount of air that can be taken into the lungs, including the air that cannot be exhaled, as measured by lung volume testing in a pulmonary function test. "Trust Advisory Committee" means the Trust Advisory Committee established pursuant to the terms of the Plan, the Confirmation Order and the Asbestos-Related PI Trust Agreement. "Trust Expenses" means any of the liabilities, costs, or expenses of, or imposed upon, or assumed by the Asbestos-Related PI Trust (other than liabilities to holders of AsbestosRelated PI Claims in respect of such Asbestos-Related PI Claims), as incurred in accordance with the provisions of the Asbestos-Related PI Trust Agreement. "Trustees" shall have the meaning set forth in the recitals herein. SECTION 2 OVERVIEW Section 2.1 Asbestos-Related PI Trust Goals. The goal of the AsbestosRelated PI Trust is to treat all holders of Asbestos-Related PI Claims equitably in light of the fact that full payment of all Asbestos-Related PI Claims is impossible given that the value of the Asbestos-Related PI Claims that could be filed against the Asbestos-Related PI Trust, both currently and in the future, and the projected aggregate value of the Asbestos-Related PI Trust Assets. These Asbestos-Related PI Trust Distribution Procedures further that goal by setting forth procedures for processing Asbestos-Related PI Claims and paying Allowed AsbestosRelated PI Claims ge nerally on an impartial, first- in- first-out ("FIFO") basis, with the intention

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of paying all holders of Allowed Asbestos-Related PI Claims over time as equivalent a share as possible of the value of such claims based on historical values for substantially similar claims in the tort system. To this end, these Asbestos-Related PI Trust Distribution Procedures establish a schedule of asbestos and Silica-related Disease Levels, as defined in Section 5.4(a)(3) of these Asbestos-Related PI Trust Distribution Procedures, Medical/Exposure Criteria set forth in Section 5.4(a)(3), Scheduled Values as set forth in Section 5.3(a)(3), and both anticipated Average Values and Maximum Values, set forth in Section 5.3(b)(3), as well as Maximum Extraordinary Values, set forth in Section 5.4(a). The Disease Levels, Medical/Exposure Criteria, Scheduled Values, Average Values, Maximum Values and Maximum Extraordinary Values have all been determined with the intention of achieving a fair allocation of the AsbestosRelated PI Trust's funds among claimants suffering from different disease processes in light of the most current and accurate information available at the time and considering the settlement history of Quigley and the rights claimants would have in the tort system absent Quigley's bankruptcy. Section 2.2 Claims Liquidation Procedures. Asbestos-Related PI Claims shall be processed and determined as set forth in Section 5 below. The Asbestos-Related PI Trust shall liquidate all Asbestos-Related PI Claims that meet the presumptive Medical/Exposure Criteria of Disease Levels 1 through 5 or 7 through 11 efficiently and expeditiously under the Expedited Review Process described in Section 5.3(a) below. Asbestos-Related PI Claims in Disease Levels 1 through 5 or 7 through 11 that do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may undergo the Individual Review Process described in Section 5.3(b) below. In such a case, notwithstanding that the Asbestos-Related PI Claim does not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level, the Asbestos-Related PI Trust can offer the claimant an amount up to the Scheduled Value of the relevant Disease Level if the Asbestos-Related PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system. Asbestos-Related PI Claims in Disease Levels 1, 2, 5, 6, 7 and 8 tend to raise more complex valuation issues than the Asbestos-Related PI Claims in Disease Levels 3, 4, 9, 10 and 11. Accordingly, (a) claimants holding Asbestos-Related PI Claims involving Disease Level 6 (Lung Cancer II) may be liquidated only pursuant to the Individual Review Process, and (b) claimants holding Asbestos-Related PI Claims involving Disease Levels 1, 2, 5, 7 or 8 may in addition or alternatively seek to establish a liquidated value for such claim that is greater than the Scheduled Value of the relevant Disease Level by electing the Individual Review Process. However, the liquidated value of a more serious Asbestos-Related PI Claim involving Disease Level 1, 2, 5, 7 or 8 that undergoes the Individual Review Process for valuation purposes may be determined to be less than its Scheduled Value, and in any event shall not exceed the Maximum Value for the relevant Disease Level set forth in Section 5.3(b)(3) below, unless such AsbestosRelated PI Claim qualifies as an Extraordinary Claim, in which case its liquidated value shall not exceed the Maximum Extraordinary Value specified in Section 5.4(a) below. Based upon Quigley's claims settlement history, applicable tort law and current projections of present and future unliquidated Asbestos-Related PI Claims, the Scheduled Values and Maximum Values set forth in Section 5.3(b)(3) have been established for each of the more serious Disease Levels that are eligible for Individual Review, with the expectation that the

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combination of settlements at the Scheduled Values and those resulting from the Individual Review Process will result in the Average Values also set forth in that provision. Certain unresolved disputes over a claimant's medical condition, exposure history and/or the liquidated value of an Asbestos-Related PI Claim shall be subject to binding or nonbinding arbitration, at the election of the claimant, as provided in Section 5.10. Arbitrable disputes with the Asbestos-Related PI Trust that cannot be resolved by non-binding arbitration may be resolved in the tort system as provided in Sections 5.11 and 7.6 below. However, if and when a claimant obtains a judgment in the tort system, the judgment will be payable (subject to the Payment Percentage, Maximum Annual Payment, and Claims Payment Ratio provisions set forth below) as provided in Section 7.7 below. Section 2.3 Application of the Payment Percentage. After the liquidated value of an Asbestos-Related PI Claim (other than a claim involving Disease Level 11) is determined pursuant to the procedures set forth herein for Expedited Review, Individual Review, arbitration, or litigation in the tort system, as applicable, the claimant will ultimately receive a pro-rata share of such liquidated value based on the Payment Percentage. On the Effective Date, the Payment Percentage will be set at [ %], and shall apply to Asbestos-Related PI Claims accepted as valid by the Asbestos-Related PI Trust, unless adjusted by the Asbestos-Related PI Trust with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative pursuant to Section 4.2 below. The initial Payment Percentage has been calculated on the assumption that the Average Values set forth in Section 5.3(b)(4) below will be achieved with respect to existing present claims and projected Demands involving Disease Levels 1, 2, 5, 6, 7, 8, 9 and 10. In accordance with Section 4.2 below, the Payment Percentage may be adjusted upward or downward from time to time by the Asbestos-Related PI Trust, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, to reflect thencurrent estimates of the Asbestos-Related PI Trust's assets and its liabilities, as well as the thenestimated value of then pending and future claims. If the Payment Percentage is increased over time, claimants whose claims were liquidated and paid in prior periods under these AsbestosRelated PI Trust Distribution Procedures will not receive additional payments. Because there is uncertainty in the prediction of both the number and severity of future Asbestos-Related PI Claims, and the amount of the Asbestos-Related PI Trust's assets, no guarantee can be made as to what Payment Percentage of an Asbestos-Related PI Claim's liquidated value will be paid to the holder of any such claim. Section 2.4 Asbestos-Related PI Trust's Determination of the Maximum Annual Payment. The Asbestos-Related PI Trust shall estimate or model the amount of Cash flow anticipated to be necessary over its entire life to ensure that funds will be available to treat all present and future claimants as similarly as possible. The Asbestos-Related PI Trust will be empowered to pay up to a certain limited amount during each fiscal year, which amount shall be determined annually by the Trustees with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative (the "Maximum Annual Payment "), and shall be calculated after reserves or other provision for Trust Expenses due in the related fiscal year have been established such that the application of the assets of the Asbestos-Related PI Trust over its

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life shall correspond with the needs created by the anticipated flow of Asbestos-Related PI Claims, taking into account the Payment Percentage provisions set forth in Sections 2.3 and 4.2. The Asbestos-Related PI Trust's aggregate distributions to all claimants for a particular fiscal year shall not exceed the Maximum Annual Payment determined for that year. Subject to Sections 5.1(a) and 5.1(b) below, in distributing the Maximum Annual Payment, the Asbestos-Related PI Trust shall first allocate such Maximum Annual Payment to the previously liquidated Asbestos-Related PI Claims involving Disease Level 11, in proportion to the aggregate value of each group of claims. The remaining portion of the Maximum Annual Payment, if any (the "Maximum Available Payment"), shall then be allocated and used to satisfy all other previously liquidated Asbestos-Related PI Claims, subject to the Claims Payment Ratio set forth in Section 2.5 below and the Payment Percentage. In the event there are insufficient funds in any year to pay the total amount of the outstanding Asbestos-Related PI Claims involving Disease Level 11, the available funds allocated to that group of claims shall be paid to the maximum extent to claimants in the particular group based on their place in the FIFO Payment Queue (defined below). Claims in each group for which there are insufficient funds shall be carried over to the next year and shall remain at the head of the FIFO Payment Queue. Section 2.5 Claims Payment Ratio. Based upon its claims settlement history and analysis of present and future claims and Demands, Quigley has established a Claims Payment Ratio which, as of the Effective Date, will be set at 65% for Asbestos-Related PI Claims involving severe asbestosis, complex silicosis and malignancies (Disease Levels 1, 2, 5, 6, 7 and 8) ("Category A Claims"), and at 35% for Asbestos-Related PI Claims involving nonmalignant asbestosis, pleural disease or certain levels of silicosis (Disease Levels 3, 4, 9 and 10) ("Category B Claims"). The Claims Payment Ratio shall not apply to Asbestos-Related PI Claims involving Disease Level 11. In each year, after the determination of the Maximum Available Payment, 65% (which percentage shall be modified to correspond with each change, if any, in the Claims Payment Ratio after the Effective Date) of the Maximum Available Payment will be allocated to, and available to pay, Category A Claims liquidated since the Petition Date and 35% (which percentage shall be modified to correspond with each change, if any, in the Claims Payment Ratio after the Effective Date) will be allocated to, and available to pay, Category B Claims liquidated since the Petition Date. In the event there are insufficient funds in any year to pay the liquidated Category A Claims and/or the liquidated Category B Claims, the available funds allocated to the particular Category shall be paid to the maximum extent to claimants in the particular Category based on their place in the FIFO Payment Queue described in Section 5.1(c) below. Claims for which there are insufficient funds will be carried to the next year where they will remain at the head of the FIFO Payment Queue. If there are excess funds in either or both Categories because there is an insufficient amount of liquidated claims to exhaust the amount of the Maximum Available Payment allocated to that Category by application of the Claims Payment Ratio, then the excess funds for either or both Categories will be rolled over and remain dedicated to the respective Category to which they were originally allocated. The 65%/35% Claims Payment Ratio and its rollover provision shall apply to all Asbestos-Related PI Claims (other than Asbestos-Related PI Claims involving Disease Level 11) and shall not be amended until the fifth anniversary of the Effective Date. Thereafter, both the

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Claims Payment Ratio and its rollover provision shall be continued absent circumstances, such as a significant change in law or medicine, necessitating amendment to avoid a manifest injustice. The accumulation, rollover and subsequent delay in the payment of claims resulting from the application of the Claims Payment Ratio, shall not, in and of itself, constitute such circumstances, nor may an increase in the number of Category B Claims beyond those predicted or expected be considered as a factor in deciding whether to reduce the percentage allocated to Category A Claims and provide a corresponding increase in the percentage allocated to Category B Claims. In considering whether to make any amendments to the Claims Payment Ratio and/or its rollover provisions, the Trustees should consider the reasons for which the Claims Payment Ratio and its rollover provisions were adopted, the settlement history that gave rise to its calculation, and the foreseeability or lack of foreseeability of the reasons why there would be any need to make an amendment. In that regard, the Trustees should keep in mind the interplay between the Payment Percentage and the Claims Payment Ratio as it affects the net Cash actually paid to claimants. In any event, no amendment to the Claims Payment Ratio may be made without the consent of the T rust Advisory Committee and the Future Demand Holders' Representative pursuant to the consent process set forth in Sections 6.6 and 7.7 of the AsbestosRelated PI Trust Agreement. Section 2.6 Settling Plaintiffs. Under the Pfizer Claimant Settlement Agreements, the Asbestos-Related PI Claims of each Settling Plaintiff (as defined in such Pfizer Claimant Settlement Agreements) are preserved, and Allowed Asbestos-Related PI Claims against Quigley will be paid in accordance with the terms of these Asbestos-Related PI Trust Distribution Procedures. If, however, as Quigley Anticipates, the Asbestos-Related PI Trust Assets are insufficient to satisfy 100% of the value attributed under these Asbestos-Related PI Trust Distribution Procedures to the Asbestos-Related PI Claims of all non-settling present claimants and the estimated number of future claimants as determined on the Effective Date of the Plan, each Settling Plaintiff agrees to reduce the amount of its distribution from Quigley's Asbestos-Related PI Trust to an amount equal to 10% of the payment percentage allocated in these Asbestos-Related PI Trust Distribution Procedures to similarly situated non-settling and future claimants. If any Settling Plaintiff does not qualify under a Pfizer Claimant Settlement Agreement as a Settling Plaintiff with respect to malignant claims after the effective date of the settlement agreement, such Settling Claimant shall be permitted to file malignant claims, and if allowed, will be paid the Payment Percentage of the value of such cla ims as determined by these Asbestos-Related PI Trust Distribution Procedures. Section 2.7 Indemnity and Contribution Claims. As set forth in Section 5.6 below, Indirect Asbestos-Related PI Claims, if any, will be subject to the same categorization, and payment provisions of these Asbestos-Related PI Trust Distribution Procedures as all other Asbestos-Related PI Claims.

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SECTION 3 TRUST DISTRIBUTION PROCEDURES ADMINISTRATION Section 3.1 Trust Advisory Committee and Future Demand Holders' Representative. Pursuant to the Plan and the Asbestos-Related PI Trust Agreement, these Asbestos-Related PI Trust Distribution Procedures will be administered by the Trustees in consultation with the Trust Advisory Committee (which represents the interests of holders of present Asbestos-Related PI Claims), and the Future Demand Holders' Representative (who represents the interests of holders of Asbestos-Related PI Claims that may be asserted in the future). The Trustees shall obtain the consent of the Trust Advisory Committee and the Future Demand Holders' Representative on any amendments to these Asbestos-Related PI Trust Distribution Procedures pursuant to Section 8.1 below, and on such other matters as are otherwise required herein or in the Asbestos-Related PI Trust Agreement. The Trustees shall also consult with the Trust Advisory Committee and the Future Demand Holders' Representative on such matters as are provided below and in Section 3.1(e) of the Asbestos-Related PI Trust Agreement. The initial members of the Trust Advisory Committee and the initial Future Demand Holders' Representative are identified on the signature pages to the Asbestos-Related PI Trust Agreement. Section 3.2 Consent and Consultation Procedures. In those circumstances in which consultation or consent is required hereunder, the Trustees will provide written notice to the Trust Advisory Committee and the Future Demand Holders' Representative of the specific amendment or other action that is proposed. The Trustees will not implement such amendment nor take such action unless and until the parties have engaged in the consent process described in Sections 6.6 and 7.7 of the Asbestos-Related PI Trust Agreement, respectively. SECTION 4 PAYMENT PERCENTAGE; PERIODIC ESTIMATES; DE MINIMIS DISTRIBUTIONS Section 4.1 Uncertainty of Quigley's Personal Injury Asbestos Liabilities. There is inherent uncertainty regarding Quigley's total asbestos-related tort liabilities, as well as the total value of the assets available to pay such claims. Consequently, there is inherent uncertainty regarding the amounts that holders of Allowed Asbestos-Related PI Claims will receive. To seek to ensure substantially equivalent treatment of all present and future claims, the Trustees must determine from time to time the Payment Percentage. Section 4.2 Computation of Payment Percentage. As provided in Section 2.3 above, on the Effective Date the Payment Percentage shall be [ %], and shall apply to all Asbestos-Related PI Claims to assure that the Asbestos-Related PI Trust will be in a financial position to pay all holders of unliquidated and/or unpaid Asbestos-Related PI Claims and all Future Demand Holders in substantially the same manner. The Payment Percentage was calculated based on current estimates of the number, types, and values of present and future Asbestos-Related PI Claims, the value and liquidity of the assets then available to the AsbestosRelated PI Trust for their payment, all anticipated administrative and legal expenses, and any

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other material matters that are reasonably likely to affect the sufficiency of funds to pay a comparable percentage of full value to all holders of Asbestos-Related PI Claims. The Payment Percentage shall be subject to change pursuant to the terms of these Asbestos-Related PI Trust Distribution Procedures and the Asbestos-Related PI Trust Agreement if the Trustees, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, determine that an adjustment is required. No less frequently than once every three years, commencing with the first day of January occurring more than three years after the Plan is consummated, the Trustees shall reconsider the then-applicable Payment Percentage to assure that it is based on accurate, current information and may, after such reconsideration, change the Payment Percentage if necessary with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative. The Trustees shall also reconsider the then-applicable Payment Percentage at shorter intervals if they deem such reconsideration to be appropriate or if requested to do so by the Trust Advisory Committee or the Future Demand Holders' Representative. The Trustees shall exercise common sense and flexibly evaluate all relevant factors. The Payment Percentage applicable to Category A or Category B claims may not be reduced to alleviate delays in payments of claims in the other Category; both Categories of claims shall receive the same Payment Percentage. The uncertainty surrounding the amount of the Asbestos-Related PI Trust's future assets is due in significant part to the fact that the estimates of those assets do not take into account the possibility that the Asbestos-Related PI Trust may receive substantial additional funds from successful recoveries of insurance proceeds that have been assigned to the AsbestosRelated PI Trust with respect to which the coverage is presently in dispute or the solvency of the carrier is in doubt. If the Asbestos-Related PI Trust successfully resolves an insurance coverage dispute or otherwise receives a substantial recovery of insurance proceeds, the Asbestos-Related PI Trust will use those proceeds first to maintain the Payment Percentage then in effect. If the insurance recovery exceeds the amount estimated to be reasonably necessary to maintain the Payment Percentage then in effect, the Asbestos-Related PI Trust, with consent of the Trust Advisory Committee and the Future Demand Holders' Representative, shall adjust the Payment Percentage upward to reflect the increase in available assets. Section 4.3 Applicability of the Payment Percentage. No holder of an Asbestos-Related PI Claim (other than an Asbestos-Related PI Claim involving Disease Level 11) shall receive a payment that exceeds the Payment Percentage of the relevant liquidated value of such Asbestos-Related PI Claim, except as otherwise provided in Section 5.1(c) below for Asbestos-Related PI Claims involving deceased or incompetent claimants for which court approval of the Asbestos-Related PI Trust's offer is required. Asbestos-Related PI Claims involving Disease Level 11 shall not be subject to the Payment Percentage, but shall instead be paid the full amount of their Scheduled Value as set forth in Section 5.3(a)(3) below. Except as provided in this Section 4.3, the Payment Percentage applied to an Asbestos-Related PI Claim will be the one in effect at the time the Asbestos-Related PI Trust's offer was made. If a redetermination of the Payment Percentage has been proposed in writing by the Trustees to the Trust Advisory Committee and the Future Demand Holders' Representative but has not yet been adopted, the claimant shall receive the lower of the current Payment Percentage or the proposed Payment Percentage. However, if the proposed Payment Percentage

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was the lower amount but is not subsequently adopted, the claimant shall thereafter receive the difference between the lower proposed amount and the higher current amount, subject to the limitation provided in Section 4.4. Conversely, if the proposed Payment Percentage was the higher amount and is subsequently adopted, the claimant shall thereafter receive the difference between the lower current amount and the higher adopted amount, subject to the limitation in Section 4.4. Section 4.4 De Minimis Distributions. Notwithstanding any other provision of these Asbestos-Related PI Trust Distribution Procedures, the Asbestos-Related PI Trust Agreement or the Plan, the Trustees shall not be required to make distributions to any holder of an Allowed Asbestos-Related PI Claim, other than the holder of an Asbestos-Related PI Claim involving Disease Level 11, in an amount less than $100.00. Cash allocated to an Allowed Asbestos-Related PI Claim but withheld from distribution pursuant to this Section 4.4 shall be held for a period of three years by the Trustees for the account of and future distribution to the holder of such Allowed Asbestos-Related PI Claim in the event the holder of such Allowed Asbestos-Related PI Claim becomes entitled to a distribution which, together with all distributions withheld pursuant to this Section 4.4, exceeds $100.00. If at the expiration of the three-year period referred to above, the distributions for each Allowed Asbestos-Related PI Claim being withheld at such time does not exceed $100.00, then the money withheld on account of such Allowed Asbestos-Related PI Claim will revert to the Asbestos-Related PI Trust. Section 4.5 Offsets. If an Allowed Asbestos-Related PI Claim is secured by an appeal bond or is entitled to the benefit of any other security provided by or on behalf of Quigley, the Asbestos-Related PI Trust shall offset against the Allowed Amount of such Asbestos-Related PI Claim an amount equal to the amount such holder is entitled to receive from, under or in respect of such appeal bond or other security, and the amount the holder of such Asbestos-Related PI Claim shall receive under these Asbestos-Related PI Trust Distribution Procedures shall equal the Allowed Amount of such claim, first reduced by such offset, and then multiplied by the applicable Payment Percentage. SECTION 5 RESOLUTION OF QUIGLEY ASBESTOS TRUST CLAIMS. Section 5.1 (a) Ordering, Processing and Payment of Claims.

Ordering of Asbestos-Related PI Claims.

(1) Establishment of the FIFO Processing Queue. The Asbestos-Related PI Trust will process and determine Asbestos-Related PI Claims on a first- in, first-out basis except as otherwise provided herein (the "FIFO Processing Queue "). For all AsbestosRelated PI Claims filed on or before the six month anniversary of the Effective Date (the "Initial Claims Filing Date"), a claimant's position in the FIFO Processing Queue will be determined based on the earliest of (i) the date prior to the Petition Date that the specific Asbestos-Related PI Claim was either filed against one or more of Quigley or the other Asbestos-Related Protected Parties in the tort system or was actually submitted to one or more of Quigley or the other Asbestos-Related Protected Parties pursuant to an

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administrative settlement agreement; (ii) the date before the Petition Date that an Asbestos-Related PI Claim was filed against another defendant in the tort system if at the time such claim was subject to a tolling agreement with one or more of Quigley or the other Asbestos-Related Protected Parties; (iii) the date after the Petition Date but before the Effective Date that the Asbestos-Related PI Claim was filed against another defendant in the tort system; or (iv) the date after the Effective Date but on or before the Initial Claims Filing Date that the Asbestos-Related PI Claim was filed with the AsbestosRelated PI Trust. Following the Initial Claims Filing Date, the claimant's position in the FIFO Processing Queue will be determined solely by the date the claim was filed with the Asbestos-Related PI Trust. If any claims are filed on the same date, the claimant's position in the FIFO Processing Queue will be determined by the date of the diagnosis of the asbestos-related or Silica-related disease. If any claims are filed and diagnosed on the same date, the claimant's position in the FIFO Processing Queue will be determined by the claimant's date of birth, with older claimants given priority over younger claimants. (2) Effect of Statutes of Limitations and Repose. To be eligible for a place in the FIFO Processing Queue, an Asbestos-Related PI Claim must have been timely filed within the applicable statute of limitations and repose that was in effect as follows: (i) for claims first filed in the tort system against one or more of Quigley or the other AsbestosRelated Protected Parties prior to the Petition Date, the claim was filed in the tort system before the expiration of the applicable federal and state statute of limitations and repose that was in effect, or (ii) for claims not filed against one or more of Quigley or the other Asbestos-Related Protected Parties in the tort system prior to the Petition Date, the claim was filed with the Asbestos-Related PI Trust before the expiration of the applicable statute of limitations and repose that was in effect. The running of the relevant statute of limitations shall be tolled as of the earliest of (A) the actual filing of the claim against one or more of Quigley or the other Asbestos-Related Protected Parties prior to the Petition Date, whether in the tort system or by submission of the claim to one or more of Quigley or the other Asbestos-Related Protected Parties pursuant to an administrative settlement agreement; (B) the filing of the claim against another defendant in the tort system prior to the Petition Date if the claim was tolled against one or more of Quigley or the other Asbestos-Related Protected Parties at the time by an agreement or otherwise; (C) the filing of a claim after the Petition Date but prior to the Effective Date against another defendant in the tort system; (D) the filing of a Proof of Claim in the Chapter 11 Case prior to the Effective Date; or (E) the filing of a proof of claim with the requisite supporting documentation with the Asbestos-Related PI Trust after the Effective Date. If an Asbestos-Related PI Claim meets any of the tolling provisions described in subsection (A)-(D) above, it will be treated as timely filed regardless of the date that it is actually filed with the Asbestos-Related PI Trust. Also, any claims first diagnosed after the Petition Date may be filed with the Asbestos-Related PI Trust until the later of three (3) years after the date of diagnosis or three (3) years after the Effective Date, regardless of the application of any relevant statute of limitations or repose.

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(b) Processing of Asbestos-Related PI Claims. As a general practice, the Asbestos-Related PI Trust will review its claims files on a regular basis and notify all claimants whose claims are likely to come up in the FIFO Processing Queue in the near future, except that Asbestos-Related PI Claims filed within 70 days of the Effective Date shall be processed before Asbestos-Related PI Claims filed 71 days or more after the Effective Date. Within ten (10) Business D of the Effective Date, the Asbestos-Related PI Trust shall send notice, by first ays class mail, to all known holders of Asbestos-Related PI Trust Claims, either directly, or if appropriate through their counsel, and all other counsel identified to the Asbestos-Related PI Trust by the Claims Agent as representing any person who has asserted a claim against Quigley, of the priority in processing given to Asbestos-Related PI Claims filed on, or within, 70 days of the Effective Date. (c) Payment of Asbestos-Related PI Claims. Asbestos-Related PI Claims involving Disease Level 11, Category A Claims and Category B Claims that have been liquidated by the Expedited Review Process as provided in Section 5.3(a) below, by the Individual Review Process as provided in Section 5.3(b) below, by arbitration as provided in Section 5.10 below, or in the tort system as provided in Sections 5.11 and 7.6 below, shall be paid in FIFO order based on the date their liquidation became final (the "FIFO Payment Queue "), all such payments being subject to the Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio, except as otherwise provided herein. Notwithstanding the foregoing, Asbestos-Related PI Claims filed within 70 days of the Effective Date shall be processed and placed into the FIFO Payment Queue before Asbestos-Related PI Claims filed 71 days or more after the Effective Date are processed and placed in the FIFO Payment Queue. The Trustees, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, may offer the option of a reduced Payment Percentage to holders of either Category A Claims or Category B Claims in return for more prompt payment (the "Reduced Payment Option"). Where the claimant is deceased or incompetent, and the settlement and payment of his or her Asbestos-Related PI Claim must be approved by a court of competent jurisdiction prior to acceptance of an offer made by the Asbestos-Related PI Trust on the claim by the claimant's representative, such offer shall remain open so long as proceedings before that court remain pending, provided that the Asbestos-Related PI Trust has been furnished with evidence that the settlement offer has been submitted to such court for approval within 90 days of such offer being made. If the offer is ultimately approved by the court and accepted by the claimant's representative, the Asbestos-Related PI Trust shall pay the claim in the amount so offered, multiplied by the Payment Percentage in effect at the time the offer was first made. If any claims are liquidated on the same date, each such claimant's position in the FIFO Payment Queue shall be determined by the date of the diagnosis of such claimant's asbestos-related disease, with earlier diagnosis dates given priority over later diagnosis dates. If any claims are liquidated on the same date and the respective holders' asbestos-related diseases were diagnosed on the same date, the position of those claims in the FIFO Payment Queue shall be determined by the dates of the claimants' birth, with older claimants given priority over younger claimants.

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Section 5.2

Payment of Prepetition Liquidated Claims

(a) Resolution of Prepetition Liquidated Asbestos-Related PI Claims. As soon as practicable after the Effective Date, the Asbestos-Related PI Trust shall pay, upon submission by the claimant of the applicable Asbestos-Related PI Trust proof of claim form (included in Attachment B) together with all documentation required thereunder, all AsbestosRelated PI Claims that were liquidated by (i) a bind ing, judicially enforceable settlement agreement for the particular claim entered into prior to the Petition Date; or (ii) a judgment that became final and non-appealable prior to the Petition Date (collectively, "Prepetition Liquidated Claims"). The liquidated value of a Prepetition Liquidated Claim shall be the unpaid portion of the amount agreed to in the binding settlement agreement, the amount awarded by the jury verdict or non-final judgment, or the amount of the final judgment, as the case may be, plus interest, if any, accrued on that amount as of the Petition Date in accordance with the terms of the agreement, if any, or under applicable state law for settlements or judgments. The liquidated value of a Prepetition Liquidated Claim will not, however, include any punitive or exemplary damages. In the absence of a Final Order of the Bankruptcy Court determining whether a settlement agreement is binding and judicially enforceable, any dispute between the claimant and the Asbestos-Related PI Trust over this issue shall be resolved pursuant to the same procedures specified herein for resolving the validity and/or liquidated value of an Asbestos-Related PI Claim. Prepetition Liquidated Claims shall be processed and paid by the AsbestosRelated PI Trust in accordance with their order in a separate FIFO Payment Queue to be established by the Asbestos-Related PI Trust based on the date the Asbestos-Related PI Trust received a completed proof of claim form with all required documentation for the particular claim. The amounts payable with respect to such claims shall not be subject to or taken into account in consideration of the Claims Payment Ratio, but shall be subject to the Maximum Annual Payment and Payment Percentage provisions set forth above. Section 5.3 Resolution of Unliquidated Asbestos-Related PI Claims. Within six months after the establishment of the Asbestos-Related PI Trust, the Trustees, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, will adopt procedures f r reviewing and liquidating all unliquidated Asbestos-Related PI Claims, o which will include, among other things, the establishment of deadlines for processing such claims. These procedures will also require claimants seeking resolution of unliquidated Asbestos-Related PI Claims to file a proof of claim form, together with the required supporting documentation, in accordance with the provisions of Sections 6.1 and 6.2 below. It is anticipated that the Asbestos-Related PI Trust shall provide an initial response to the claimant within six months of receiving the proof of claim form. All claims filed with the Asbestos-Related PI Trust shall be deemed to be a claim for the most severe Disease Level for which the claim qualifies at the time of filing, with all less severe Disease Levels for which the claim then qualifies or may qualify in the future subsumed into the higher Disease Level for both processing and payment purposes. Upon filing of a proof of claim form pursuant to Section 6.1, and all other Claims Materials required to be filed in

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accordance with the instructions delivered by the Asbestos-Related PI Trust pursuant to Section 6, the claim shall be placed in the FIFO Processing Queue in accordance with the ordering criteria described in Sections 5.1(a) and 5.1(b) above, and shall be liquidated either under the Expedited Review Process described in Section 5.3(a) below or, in certain circumstances, the Individual Review Process described in Section 5.3(b) below. (a) Expedited Review Process.

(1) In General. The Asbestos-Related PI Trust's Expedited Review Process is designed primarily to provide an expeditious, efficient and inexpensive method for liquidating all Asbestos-Related PI Claims (except those involving Lung Cancer II Disease Level 6) where the claim can easily be verified by the Asbestos-Related PI Trust as meeting the presumptive Medical/Exposure Criteria for the relevant Disease Level. Expedited Review thus provides claimants with a process for pursuing Asbestos-Related PI Claims that is substantially less burdensome than the Individual Review Process described in Section 5.3(b) below. Expedited Review is also intended to provide qualifying claimants a fixed and certain claims payment. Claims that undergo Expedited Review and meet the presumptive Medical/Exposure Criteria for the relevant Disease Level shall be assigned the Scheduled Value for such Disease Level set forth in Section 5.3(a)(3) below. Except for claims involving Disease Level 11, all claims liquidated by Expedited Review shall be subject to the applicable Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio. Claimants holding claims that cannot be liquidated by Expedited Review because they do not meet the presumptive Medical/Exposure Criteria for the relevant Disease Level may elect the AsbestosRelated PI Trust's Individual Review Process set forth in Section 5.3(b) below. (2) Claims Processing under Expedited Review. All claimants seeking liquidation of their claims pursuant to Expedited Review shall file the Asbestos-Related PI Trust's proof of claim form described in Section 6.1. As a proof of claim form is reached in the FIFO Processing Queue, the Asbestos-Related PI Trust shall determine whether the claim described therein meets the Medical/Exposure Criteria for one of the Disease Levels eligible for Expedited Review, and shall advise the claimant of its determination. If a Disease Level is determined, the Asbestos-Related PI Trust shall tender to the claimant an offer of payment of the Scheduled Value for the relevant Disease Level multiplied by the applicable Payment Percentage, together with a form of release. If the claimant accepts the Scheduled Value, the claim shall be placed in the FIFO Payment Queue, in accordance with Section 5.1(c) above, following which the Asbestos-Related PI Trust shall disburse payment subject to the limitations of the Maximum Available Payment, Payment Percentage and Claims Payment Ratio, if any. (3) Disease Levels, Scheduled Values and Medical/Exposure Criteria for Asbestos-Related PI Claims. The Disease Levels covered by these Asbestos-Related PI Trust Distribution Procedures (each, a "Disease Level"), together with the medical/exposure criteria for each such Disease Level (as applicable, the "Medical/Exposure Criteria ") and the Scheduled Values for each of the Disease Levels

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eligible for Expedited Review (as applicable, the below:

"Scheduled Value"), are set forth

Disease Levels for Asbestos-Related PI Claims Other than Silica-only Claims Disease Level

(1) Mesothelioma

Scheduled Value

$100,000.00

Medical/Exposure Criteria

(A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has the diagnosis of a malignant mesothelioma, and (B) a statement from a Board -certified Pathologist, a Board-certified Oncologist, a Board-certified Internist, a Board-certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure w a Substantial Contributing Factor in as causing the mesothelioma, and (C) evidence of Quigley Exposure. (A) a statement by a Board-Certified Pathologist, a Board-certified Internist, a Board-certified Pulmonary Specialis t or a Board -certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the asbestosis in question, and (B) either (1) a diagnosis by a Board-certified Internist, Board-certified Pulmonary Specialist, or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has pulmonary asbestosis, and a report by a Certified B-reader showing that claimant has a Chest x -ray reading of 2/1 or higher on the ILO Grade, or (2) a statement by a Boardcertified Pathologist concluding to a reasonable degree of medical certainty that more than one representative section of lung tissue otherwise uninvolved with any other process (e.g., cancer or emphysema) demonstrates a pattern of peribronchiolar or parenchymal scarring in the presence of characteristic asbestos bodies, and also that there is no other more probable explanation for the presence of the fibrosis other than asbestos exposure, and (C) Pulmonary Function Testing that shows either (1) FVC less than or equal to 65% of Predicted Value with FEV1/FVC ratio greater than or equal to 65%, or (2) TLC less than or equal to 65% of Predicted Value, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos. (A) either (1) a report by a Board-certified Pulmonary Specialist, Boardcertified Internist, or Board-certified Occupational Physician, concluding to a reasonable degree of medical certainty that claimant has pulmonary asbestosis along with a report by a Certified B-reader showing that claimant has a Chest x-ray reading of 1/1 or higher on the ILO Grade, or (2) a statement by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that more than one representative section of lung tissue otherwise uninvolved with any other process (e.g., cancer or emphysema) demonstrates a pattern of peribronchiolar or parenchymal scarring in the presence of characteristic asbestos bodies, and also that there is no other more probable explanation for the presence of the fibrosis other than asbestos exposure, or (3) a report by a Certified B -reader showing that claimant has a Chest x-ray reading of bilateral pleural disease of B2 or greater on the ILO Grade, and (B) a statement from a Board-

(2) Severe Asbestosis

$20,000.00

(3) Asbestosis/ Pleural Disease I

$2,000.00

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Disease Level

Scheduled Value

Medical/Exposure Criteria

certified Pulmonary Specialist, a Board -certified Internist or a Boardcertified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the asbestos-related disease in question, and (C) Pulmonary Function Testing that show either (1) FVC less than 80% of Predicted Value with FEV1/FVC ratio greater than or equal to 65%; or (2) TLC less than 80% of Predicted Value, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos.

(4) Asbestosis/ Pleural Disease II

$250.00

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant has pulmonary asbestosis along with a report by a Certified B-reader showing the claimant has a Chest x -ray reading of l/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or if an ILO reading is not available, a Chest x-ray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease, and (B) a statement from a Board-certified Pulmonary Specialist, a Board -certified Internist or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the asbestos-related disease in question, and (C) evidence of a minimum of six months of Quigley Exposure, and (D) evidence of Significant Occupational Exposure to asbestos. (A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has a primary carcinoma of the lung, and (B) a statement from a Board-certified Pathologist, a Boardcertified Internist, a Board-certified Oncologist, a Board -certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the primary lung carcinoma in question, and (C) a report by a Certified B reader showing that the claimant has a Chest x-ray reading of 1/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or pathological evidence of asbestosis, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos, and (F) the claimant is a Non-smoker. 1 (A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has a primary carcinoma of the lung, and (B) a statement from a Board-certified Pathologist, a Boardcertified Internist, a Board-certified Oncologist, a Board -certified

(5) Lung Cancer I

$35,000.00

(6) Lung Cancer II

Subject to Individual Review Process

1

"Non-smoker" means to a claimant who either (a) never smoked or (b) has not smoked during any portion of the twelve (12) years immediately prior to the diagnosis of the lung cancer.

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Disease Level

Scheduled Value

Medical/Exposure Criteria

Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's asbestos exposure was a Substantial Contributing Factor in causing the primary lung carcinoma in question, and (C) evidence of Quigley Exposure. Lung Cancer II (Disease Level 6) claims are claims that do not meet the more stringent medical and/or exposure requirements of Lung Cancer I (Disease Level 5) claims. All claims in this Disease Level will be individually evaluated. The estimated likely average of the individual evaluation awards for this level is $15,000.00, with such awards capped at $50,000.00 unless the claim qualifies for Extraordinary Claim treatment. Disease Level 6 claims that show no evidence of either an underlying Bilateral Asbestos-Related Nonmalignant Disease2 or Significant Occupational Exposure may be individually evaluated, although it is not expected that such claims will be treated as having any significant value, especially if the claimant is also a smoker. In any event, no presumption of validity will be available for any claims in this level.

(7) Other Cancer

$18,500.00

(A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has a primary colorectal, esophageal, laryngeal, pharyngeal or stomach carcinoma, and (B) a statement by a Board-certified Pathologist, a Board -certified Internist, Board-cert ified Oncologist, a Board-certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's asbestos exposure was a Substantial Contributing Factor in causing the carcinoma in question, and (C) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or if an ILO reading is not available, a Chest x-ray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease, or pathological evidence of asbestosis, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos. No other Particulate-related cancer will be compensable as an "Other Cancer" under these Asbestos-Related PI Trust Distribution Procedures.

2

Evidence of "Bilateral Asbestos-Related Nonmalignant Disease" means a report by a Certified B-reader showing that the claimant has a X -ray reading of 1/0 or higher on the ILO scale and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification (or, solely for c laims filed against Quigley or another asbestos defendant in the tort system prior to the Petition Date, if an ILO reading is not available, a Chest xray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease).

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Disease Levels for Silica-only Claims Disease Level

(8) Complex Silicosis/Lung Cancer

Scheduled Value

$50,000.00

Medical/Exposure Criteria

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a statement by a Board -certified Pulmonary Specialist, a Board-certified Internist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the bilateral silicosis in question, and (C) a report from a Certified B-reader showing that the claimant has a Chest xray reading of 1/0 or greater with rounded opacities of type p, q, or r occurring primarily in the upper lung fields on the ILO Grade, and (D) a diagnosis concluding to a reasonable degree of medical certainty (1) by a board-certified Pathologist of a primary carcinoma of the lung or (2) by a Board-certified Pulmonary Specialist of (a) tuberculosis or (b) silicoproteinosis or (c) coalescence of silicotic opacities (PMF), or (3) by a Board-certified Rheum atologist of (a) scleroderma or (b) lupus, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (E) medical documentation from (1) from a Board-certified Pathologist, a Board-certified Internist, a Board-certified Pulmonary Specialist or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the primary lung carcinoma in question or (2) a Board-certified Pulmonary Specialist stating to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the tuberculosis, or silico-protenosis or coalescence of silicotic opacities (PMF), as the case may be, or, if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, or (3) a Board-certified Rheumatologist stating to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor to the development of scleroderma or lupus, as the case may be, or if the claimant is deceased, a pathology report by a Boardcertified Pathologist indicating the same, and (F) evidence of Significant Occupational Exposure to Silica, and (G) evidence of a minimum of six months of Quigley Exposure. (A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a statement by a Board -certified Pulmonary Specialist, Board-certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the Silica-related disease in question, and (C) a report from a Certified B -reader showing that the claimant has a

(9) Severe Silicosis

$15,000.00

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Disease Level

Scheduled Value

Medical/Exposure Criteria

Chest x-ray reading of 2/1 or greater with rounded opacities of type p, q, or r occurring primarily in the upper lung fields on the ILO Grade, and (D) Pulmonary Function Testing that show either (1) FVC less than or equal to 65% of Predicted Value; or (2) FEV1 less than 65% with DLCOsb less than 60%, and (E) evidence of Significant Occupational Exposure to Silica, and (F) evidence of a minimum of six months of Quigley Exposure.

(10) Silicosis I

$1,000.00.

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or greater with rounded opacities of type p, q or r occurring primarily in the upper lung fields on the ILO Grade, and (C) Pulmonary Function Testing that shows either (1) FVC less than or equal to 80% of Predicted Value, or (2) FEV1 less than 75% with DLCOsb less than 70%, and (D) evidence of Significant Occupational Exposure to Silica, and (E) evidence of Quigley Exposure. (A) either (1) a report by a Board-certified Pulmonary Specialist, Boardcertified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, or (2) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or greater with rounded opacities of type p, q or r occurring primarily in the upper lung fields on the ILO Grade, and (B) evidence of Quigley Exposure.

(11) Silicosis II

$250.00. Not subject to the Payment Percentage

These Disease Levels, Scheduled Values, and Medical/Exposure Criteria shall apply to all Asbestos-Related PI Claims filed with the Asbestos-Related PI Trust on or before the Initial Claims Filing Date provided in Section 5.1 above. Thereafter, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, the Trustees may add to, change, or eliminate Disease Levels, Scheduled Values, or Medical/Exposure Criteria; develop subcategories of Disease Levels, Scheduled Values or Medical/Exposure Criteria; or determine that a novel or exceptional Asbestos-Related PI Claim is compensable even though it does not meet the Medical/Exposure Criteria for any of the then-current Disease Levels. (b) (1) Individual Review Process. In General.

(A) Disease Levels 3, 4, 9, 10 and 11. The Asbestos-Related PI Trust's Individual Review Process provides a claimant with an opportunity for individual consideration and evaluation of an Asbestos-Related PI Claim that fails to meet

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the presumptive Medical/Exposure Criteria for Disease Levels 3, 4, 9, 10 and 11. In such a case, the Asbestos-Related PI Trust shall either deny the claim, or, if the Asbestos-Related PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort system, the Asbestos-Related PI Trust may offer the claimant a liquidated value amount up to the Scheduled Value for that Disease Level. (B) Disease Levels 1, 2, 5, 6, 7 and 8. Claimants holding AsbestosRelated PI Claims in the more serious Disease Levels 1, 2, 5, 7 and 8 shall be eligible to seek, and claimants holding Asbestos-Related PI Claims in Disease Level 6 shall be required to undergo, Individual Review of the liquidated value of their claims, as well as of their medical/exposure evidence. The Individual Review Process is intended to result in payments equal to the full liquidated va lue for each claim multiplied by the Payment Percentage; however, the liquidated value of any Asbestos-Related PI Claim that undergoes Individual Review may be determined to be less than the Scheduled Value the claimant would have received under Expedited Review. Moreover, the liquidated value for a claim involving Disease Levels 1, 2, 5, 6, 7 or 8 shall not exceed the Maximum Value for the relevant Disease Level set forth in Section 5.3(b)(3) below, unless the claim meets the requirements of an Extraordinary Claim described in Section 5.4(a) below, in which case its liquidated value shall not exceed the Maximum Extraordinary Value for such claims. Subject to the procedures described in Sections 5.1(b) and 5.1(c), the detailed examination and valuation process pursuant to Individual Review will require substantially more time and effort to complete. Claimants electing to undergo the Individual Review Process will necessarily be paid the Payment Percentage of their Asbestos-Related PI Claims later than if they had elected the Expedited Review Process. (2) Valuation Factors to be Considered in Individual Review. The AsbestosRelated PI Trust shall liquidate the value of each Individual Review claim based on the historic liquidated values of other similarly situated claims in the tort system for the same Disease Level. The Asbestos-Related PI Trust will thus take into consideration the factors that affect the severity of damages and values within the tort system including, but not limited to (i) the degree to which the characteristics of a claim differ from the presumptive Medical/Exposure Criteria for the Disease Level in question; (ii) factors such as the claimant's age, disability, employment status, disruption of household, family or recreational activities, dependencies, special damages, and pain and suffering; (iii) evidence that the claimant's damages were (or were not) caused by asbestos or Silica exposure, as applicable, including Quigley Exposure (for example, alternative causes, and the strength of documentation of injuries); (iv) the industry of exposure; and (v) settlements, verdicts and the claimant's and other law firms' experience in the Claimant's Jurisdiction for similarly situated claims. For these purposes, the "Claimant's Jurisdiction" is (a) the jurisdiction in which the claim was filed (if at all) against Quigley in the tort system prior to the Petition Date or (b) if the claim was not filed against Quigley in the tort system prior to the Petition Date, at the claimant's election, (i) the jurisdiction in which the claimant resides at the time of diagnosis, (ii) the jurisdiction in

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which the claimant resides when the claim is filed with the Asbestos-Related PI Trust, or (iii) any jurisdiction in which the claimant experienced Quigley Exposure.

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(3) Scheduled, Average and Maximum Values for Asbestos-Related PI Claims Other than Silica-only Claims. The "Scheduled Values", "Average Values" and "Maximum Values" for each of the Disease Levels, other than those involving Silicaonly Claims, are the following: Scheduled Disease (1) Mesothelioma (2) Severe Asbestosis (3) Asbestosis/Pleural Disease I (4) Asbestosis/Pleural Disease II (5) Lung Cancer I (6) Lung Cancer II (7) Other Cancer Scheduled Value $100,000.00 $20,000.00 $2,000.00 $250.00 $35,000.00 Subject to Individual Review $18,500.00 Average Value $120,000.00 $45,000.00 $2,500.00 $250.00 $45,000.00 $15,000.00 $22,500.00 Maximum Value $400,000.00 $150,000.00 $4,000 $250.00 $150,000.00 $50,000.00 $75,000.00

(4) Scheduled, Average and Maximum Values for Silica-only AsbestosRelated PI Claims. The "Scheduled Values", "Average Values" and "Maximum Values" for each of the Disease Levels related to Silica-only Claims are the following: Scheduled Disease (8) Complex Silicosis/Lung Cancer (9) Severe Silicosis (10) Silicosis I (11) Silicosis II Scheduled Value $50,000.00 $15,000.00 $1,000.00 $250.003 Average Value $60,000.00 $18,000.00 $1,500.00 None Maximum Value $75,000.00 $20,000.00 $2,000.00 None

The Scheduled Values, Average Values and Maximum Values set forth in Sections 5.3(b)(3) and (4) shall apply to all Asbestos-Related PI Claims filed with the AsbestosRelated PI Trust on or before the Initial Claims Filing Date as provided in Section 5.1 above.

3

Not subject to Payment Percentage.

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Thereafter, the Asbestos-Related PI Trust, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative pursuant to Sections 6.6 and 7.7 of the AsbestosRelated PI Trust Agreement, may change these valuation amounts for good cause and consistent with the amendment provisions contained in Section 8.1. Section 5.4 Categorizing Claims as Extraordinary and/or Exigent Hardship.

(a) Extraordinary Claims. An "Extraordinary Claim" is an Asbestos-Related PI Claim that otherwise satisfies the Medical Criteria for any of Disease Levels 1 through 8 and that is held by a claimant who was exposed to Particulates and at least 75% of such exposure was the result of Quigley Exposure as defined in Section 5.7(b)(3) below, and where there is little likelihood of the claimant receiving a substantial recovery from any other Person or Entity in any other forum. All such Extraordinary Claims shall be presented for Individual Review and, if valid, shall be entitled to an award of up to a Maximum Value of five (5) times the Scheduled Value for claims qualifying for Disease Levels 1, 2, 3, 4, 5, 7 and 8, and five (5) times the Average Value for claims in Disease Level 6 (in each case, the "Maximum Extraordinary Value"), multiplied by the applicable Payment Percentage. Any dispute as to Extraordinary Claim status shall be submitted to a special Extraordinary Claims Review Panel established by the Asbestos-Related PI Trust with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative. All decisions of the Extraordinary Claims Review Panel shall be final and not subject to any further administrative or judicial review. Once liquidated, an Extraordinary Claim will be placed in the FIFO Payment Queue ahead of all other Asbestos-Related PI Claims except Exigent Hardship Claims, which will be first in the FIFO Payment Queue, based on its date of liquidation and shall be subject to the Maximum Available Payment and Claims Payment Ratio described above. (b) Exigent Hardship Claims. Notwithstanding any other provision herein, at any time the Asbestos-Related PI Trust may liquidate and pay certain Asbestos-Related PI Claims that qualify as Exigent Hardship Claims as defined below, and such claims may be considered separately no matter what the order of processing otherwise wo uld have been under these Asbestos-Related PI Trust Distribution Procedures. Once liquidated, an Exigent Hardship Claim will be placed at the head of the FIFO Payment Queue for purposes of payment, subject to the Maximum Annual Payment and Claims Payment Ratio described above. An AsbestosRelated PI Claim qualifies for payment as an "Exigent Hardship Claim" if the claim meets the Medical/Exposure Criteria for Complex Silicosis/Lung Cancer (Disease Level 8), Severe Asbestosis (Disease Level 2) or an asbestos-related malignancy (Disease Levels 1, 5, 6 and 7), and the Asbestos-Related PI Trust, in its sole discretion, determines (a) that the claimant needs financial assistance on an immediate basis based on the claimant's expenses and all sources of available income, and (b) that there is a causal connection between the claimant's dire financial condition and the claimant's asbestos-related or Silica-related disease. Section 5.5 Secondary Exposure Claims. If a claimant alleges an asbestosrelated disease resulting sole ly from exposure to an occupationally exposed person, such as a family member, the claimant may seek Individual Review of his or her claim pursuant to Section 5.3(b) above. In such a case, the claimant must establish that the occupationally exposed person would have met the exposure requirements under these Asbestos-Related PI Trust Distribution

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Procedures that would have been applicable had that person filed a direct claim against the Asbestos-Related PI Trust. In addition, the derivative claimant must establish that he or she is suffering from one of the Disease Levels described in Section 5.3(b)(3) above, that his or her own exposure to the occupationally exposed person occurred within the same time frame as the occupationally exposed person experienced Quigley Exposure as defined in Section 5.7(b)(3), and that such Quigley Exposure was the cause of the claimed disease. The proof of claim form included in Attachment B hereto includes an additional section for Secondary Exposure Claims. All liquidation and payment rights and limitations under these Asbestos-Related PI Trust Distribution Procedures shall be applicable to such claims. Section 5.6 Indirect Asbestos-Related PI Claims For Contribution/ Indemnification. Indirect Asbestos-Related PI Claims that are asserted against the AsbestosRelated PI Trust based upon theories of contribution or indemnification under applicable law may not be processed or paid by the Asbestos- Related PI Trust unless (a) such claim satisfied the requirements of the Bar Date established by the Bankruptcy Court for Indirect Asbestos-Related PI Claims, if any, and is not otherwise disallowed under Section 502(e) of the Bankruptcy Code, and (b) the holder of such claim (the " Indirect Claimant ") establishes to the satisfaction of the Trustees that (i) the Indirect Claimant has paid in full the liability and obligations of the Asbestos-Related PI Trust to the individual to whom the Personal Injury Trust would otherwise have had a liability or obligation under these Asbestos-Related PI Trust Distribution Procedures (the "Direct Claimant"), (ii) the Direct Claimant and the Indirect Claimant have forever released the Asbestos-Related PI Trust from all liability to the Direct Claimant, and (iii) the claim is not otherwise barred by a statute of limitation or repose or by other applicable law. In no event shall any Indirect Claimant have any rights against the Asbestos-Related PI Trust superior to the rights of the related direct claimant against the Asbestos-Related PI Trust, including any rights with respect to the timing, amount or manner of payment. In addition, no Indirect Asbestos-Related PI Claim may be liquidated and paid in an amount that exceeds what the Indirect Claimant has actually paid to the related Direct Claimant in respect of such Direct Claimant's claim against the Asbestos-Related PI Trust. The Asbestos- Related PI Trust shall not pay any Indirect Claimant unless and until the Indirect Claimant's aggregate liability for the Direct Claimant's claim against the Asbestos-Related PI Trust has been fixed, liquidated by the Indirect Claimant by settlement (and such settled claim is valid under applicable state law) or a Final Order, and has been paid by the Indirect Claimant. In any case where the Indirect Claimant has satisfied the claim of a Direct Claimant against the Asbestos-Related PI Trust under applicable law by way of a settlement, the Indirect Claimant shall obtain for the benefit of the Asbestos-Related PI Trust a release in form and substance reasonably satisfactory to the Trustees. The Trustees may develop and approve a separate proof of claim form for such claims as provided in Section 6.1. Indirect Asbestos-Related PI Claims that have not been disallowed, discharged, or otherwise resolved by prior order of the Court shall be processed in accordance with procedures to be developed and implemented by the Trustees, which procedures (a) shall determine the validity, allowability and enforceability of such claims; and (b) shall otherwise provide the same liquidation and payment procedures and rights to the holders of such claims as the Asbestos9828044.1

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Related PI Trust would have afforded the holders of the underlying valid Asbestos-Related PI Claims. Section 5.7 (a) Evidentiary Requirements.

Medical Evidence.

(1) In General. All diagnoses of a Disease Level shall be accompanied by either (i) a statement by the physician providing the diagnosis that at least 10 years have elapsed between the date of first exposure to Particulates or Particulates-containing products and the diagnosis, or (ii) a history of the claimant's exposure sufficient to establish a 10- year latency period. A finding by a physician that a claimant's disease is "consistent with" or "compatible with" a disease in question will not alone be treated by the Asbestos-Related PI Trust as a diagnosis of a qualifying disease. (A) Disease Level 11. All diagnoses of a nonmalignant disease in Disease Level 11 shall be based (i) in the case of a claimant who was living at the time the claim was filed, upon (a) a physical examination of the claimant by the physician providing the diagnosis of the disease in question, or (b) an X-ray reading by a Certified B-reader, and (ii) in the case of a claimant who was deceased at the time the claim was filed, upon (a) a physical examination of the claimant by the physician providing the diagnosis of the Silica-related disease, or (b) pathological evidence of the non- malignant Silica-related disease, or (c) an Xray reading by a Certified B-reader. (B) Disease Levels 2, 3, 4, 8, 9 and 10. All diagnoses of a nonmalignant disease in Disease Levels 2, 3, 4, 8, 9 and 10 shall be based (i) in the case of a claimant who was living at the time the claim was filed, upon (a) a physical examination of the claimant by the physician providing the diagnosis of the disease in question, and (b) an X-ray reading by a Certified B-reader, and (c) Pulmonary Function Testing if the claim involves Disease Levels 2, 3, 4, 4 9 and 10 and (ii) in the case of a claimant who was deceased at the time the claim was filed, upon (a) a physical examinatio n of the claimant by the physician providing the diagnosis of the asbestos or Silica-related disease, or (b) pathological evidence of the non-malignant asbestos or Silica-related disease, or (c) an X-ray reading by a Certified B-reader. (C) Disease Levels 1, 5, 6 and 7. Diagnosis of an asbestos-related malignancy (Disease Levels 1, 5, 6 and 7) shall be based upon either (i) a physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease, or (ii) on a diagnosis of such a malignant Disease Level by a Board-Certified Pathologist.

4

All diagnoses of Asbestos/P leural Disease (Disease Levels 3 and 4) not based on pathology shall be presumed to be based on findings of bilateral asbestosis or pleural disease, and all diagnoses of Mesothelioma (Disease Level 1) shall be presumed to be based on findings that the disease involves a malignancy. However, the Asbestos-Related PI Trust may rebut such presumptions.

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(2) Credibility of Medical Evidence. Before making any payment to a claimant, the Asbestos-Related PI Trust must have reasonable confidence that the medical evidence provided in support of the claim is credible and consistent with recognized medical standards. The Asbestos-Related PI Trust may require the submission of x -rays, detailed results of Pulmonary Function Testing, laboratory tests, tissue samples, results of medical examination or reviews of other medical evidence, and may require that medical evidence submitted comply with recognized medical standards regarding equipment, testing methods and procedure to assure that such evidence is reliable. Medical evidence (i) that is of a kind shown to have been received in evidence by a state or federal judge at trial, (ii) that is consistent with evidence submitted to Quigley to settle similar disease cases prior to Quigley's bankruptcy, or (iii) that consists of a diagnosis by a physician shown to have previously qualified as a medical expert with respect to the asbestos related disease in question before a state or federal judge, is presumptively reliable, although the Asbestos-Related PI Trust may seek to rebut the presumption. In addition, claimants who otherwise meet the requirements of these AsbestosRelated PI Trust Distribution Procedures for payment of an Asbestos-Related PI Claim shall be paid irrespective of the results in any litigation at anytime between the claimant and any other defendant in the tort system. However, any relevant evidence submitted in a proceeding in the tort system, other than any findings of fact, a verdict, or a judgment, involving another defendant may be introduced by either the claimant or the Asbestos-Related PI Trust in any Individual Review proceeding conducted pursuant to 5.3(b) or any Extraordinary Claim proceeding conducted pursuant to 5.4(a). (b) Exposure Evidence.

(1) In General. As set forth above in Section 5.3(a)(3), to qualify for any Disease Level, the claimant must demonstrate Quigley Exposure which, in the case of Indirect Asbestos-Related PI Claimants, shall be Quigley Exposure in respect of the Direct Claimant. Claims based on conspiracy or derivative liability theories that involve no Quigley Exposure are not compensable under this Asbestos-Related PI Trust Distribution Procedures. To meet the presumptive exposure requirements of Expedited Review set forth in Section 5.3(a)(3) above, the claimant must show: (i) for all Disease Levels, Quigley Exposure as defined in Section 5.7(b)(3) below; (ii) for Disease Levels 2, 3, 4, 5, 7, 8 and 9, six months Quigley Exposure; and in addition to the foregoing, (iii) for Disease Levels 2, 3, 4, 5, 7, 8, 9 and 10, Significant Occupational Exposure as defined in Section 5.7(b)(2) below. If the claimant cannot meet the relevant presumptive exposure requirements for a Disease Level eligible for Expedited Review, the claimant may seek Individual Review of his or her Quigley Exposure pursuant to Section 5.3(b) above. (2) Significant Occupational Exposure. "Significant Occupational Exposure" means employment for a cumulative period of at least five years in an industry and/or an occupation in which the claimant (a) handled raw Particulates on a regular basis, (b) fabricated Particulates-containing products so that the claimant in the fabrication process was exposed on a regular basis to Particulates, (c) altered, repaired or otherwise worked with a Particulates-containing product such that the claimant was exposed on a regular

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basis to Particulates, or (d) was employed in an industry and occupation such that the claimant worked on a regular basis in close proximity to workers engaged in the activities described in (a), (b) and/or (c). (3) Quigley Exposure. To recover from the Asbestos-Related PI Trust, the claimant must demonstrate meaningful and credible exposure to Particulates or Particulates-containing products supplied, specified, manufactured, installed, maintained, or repaired by Quigley and/or any entity, including a Quigley contracting unit, for which Quigley or any Pfizer Protected Party has legal responsibility ("Quigley Exposure"). The Trust shall consider the meaningful and credible evidence presented by the claimant, including but not limited to deposition testimony, sworn interrogatory answers, sales records, invoices, business records, employment records, affidavits or other credible evidence as set forth below in Section 5.7(b)(4). The Asbestos-Related PI Trust may also require submission of other or additional evidence of exposure. The specific exposure information required by the Asbestos-Related PI Trust to process a claim under either Expedited or Individual Review is or shall be set forth on the proof of claim form established by the Asbestos-Related PI Trust for use by claimants in making a claim against the Trust. (4) Quigley Exposure Requirements. (A) Direct Exposure Criteria.

(1) Claimants must seek to establish exposure to Particulates for which Quigley is responsible by meaningful and credible evidence such as deposition testimony, sworn interrogatory answers, sales records, invoices, business records, affidavits or other meaningful and credible evidence acceptable to the Asbestos-Related PI Trust that establishes the claimant's actual use of a Quigley product containing Particulates or his or her presence in the vicinity of the use of such Quigley product at a particular jobsite or facility contained in the site list in subsections (B) and (C) below. (2) It shall not be sufficient for a claimant to show that Quigley's products containing Particulates were generally used at a jobsite or facility listed below. Claimants must provide specific identification of the personal use of Quigley products at areas of jobsites and facilities as set out below or use of such produc ts in his or her vicinity for compensation to be paid through the Asbestos-Related PI Trust. (3) The Asbestos-Related PI Trust shall have the right to consider all other evidence of exposure and may establish additional or alternative exposure criteria after consultation with the Trust Advisory Committee and the Future Demand Holders' Representative. The burden is on the claimant to establish exposure to Quigley products containing Particulates.

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(B)

Steel Mill Exposure.

(1) Evaluation of steel mill exposure shall be as follows: Claims of steel mill exposure will require evidence that Quigley products containing Particulates were sold to the particular steel mill and evidence that the claimant was present in areas of the steel mill at a time when such Quigley product was being used in that area. (2) The following areas of the steel mill will qualify as accepted areas of exposure if the claimant produces evidence that he either used Quigley products containing Particulates or was present at the time of use of such Quigley product in that area: a. Open Hearth: charging floor, side walls, wing walls, pitside bulkhead, end walls, fan tails, port ends, neck arch, bricklined doors, checker chamber bulkheads and slag pocket bulkheads. b. chambers. c. Soaking Pits: ducts, walls and regenerator

Reheat Furnace: walls, roof and pipes.

d. Coke Ovens: ascension pipes, goose neck joints, door seals-wind box, standpipe ball joints, expansion joints at jamb, gas gun of regenerators. e. f. Annealing Oven: doors, walls and roof. Blast Furnace: bosh, stoves and bustle pipes.

(C) Other Industrial Exposure. The following industrial sites will qualify as acceptable sites of exposure if the claimant demonstrates through evidence that Quigley products containing Particulates were sold to that industrial site and claimant either used or was in the vicinity of the use of such Quigley products at that site:

(1) (2) (3) (4) (5)

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(6) (7) (8) (9)

Paper Mills Power Plants Smelters Sugar Mills

(D) Secondary Exposure Criteria. A claimant exposed to Quigley products containing Particulates solely from exposure to an occupationally exposed person, such as a family member, will have their claims valued by the Asbestos-Related PI Trust as follows: (1) The claimant must establish that the occupationally exposed person would have met the exposure requirements of this Section that would have been applicable had that person filed a direct claim with the Trust; and (2) The claimant must establish that he or she is suffering from one of the Disease Levels and that his or her own exposure to the occupationally exposed person occurred within the same time frame as when the occupationally exposed person experienced the Quigley Exposure as set forth above and that such exposure was the cause of the claimed disease. All other liquidation and payment rights and limitations under these Asbestos-Related PI Trust Distribution Procedures shall be applicable to such claims. (E) Minimum Exposure Criteria.

(1) To meet the minimum exposure requirements for Disease Level 1 (Mesothelioma), a claimant seeking compensation must show some exposure to Quigley asbestos-containing products. (2) To meet the minimum exposure requirements for Disease Levels 2 (Severe Asbestosis), 3 (Asbestosis/Pleural Disease I), 4 (Asbestosis/Pleural Disease II), 5 (Lung Cancer I), 7 (Other Cancer), 8 (Complex Silicosis/Lung Cancer) or 9 (Severe Silicosis), a claimant seeking compensation must show a minimum of six months of exposure to Quigley products containing Particulates at the jobsites and facilities listed above. (3) All other Disease Levels require that the claimant show some exposure to Quigley products containing Particulates at the jobsites and facilities listed above. (4) All evidence of exposure to Particulates in products manufactured, sold or distributed by Quigley must be related to exposure occurring prior to March 1979.

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Section 5.8 Claims Audit Program. The Asbestos-Related PI Trust with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative may develop methods for auditing the reliability of medical evidence, including additional reading of x-rays and verification of Pulmonary Function Testing, as well as the reliability of evidence of exposure to Particulates for which any Pfizer Protected Party has legal responsibility. In the event that the Asbestos-Related PI Trust reasonably determines that any individual or entity has engaged in a pattern or practice of providing unreliable medical evidence to the AsbestosRelated PI Trust, it may decline to accept additional evidence from such provider. Further, in the event that an audit reveals that fraudulent information has been provided to the Asbestos-Related PI Trust, the Asbestos-Related PI Trust may penalize any claimant or claimant's attorney by disallowing the Asbestos-Related PI Claim or by other means including, but not limited to, requiring the source of the fraudulent information to pay the costs associated with the audit and any future audit or audits, reordering the priority of payment of all affected claimants' Asbestos-Related PI Claims, raising the level of scrutiny of additional information submitted from the same source or sources, refusing to accept additional evidence from the same source or sources, seeking the prosecution of the claimant or claimant's attorney for presenting a fraudulent claim in violation of 18 U.S.C. § 152, and seeking sanctions from the Bankruptcy Court. Section 5.9 Second Disease (Malignancy) Claims. The holder of an AsbestosRelated PI Claim involving a non- malignant asbestos-related disease (Disease Levels 2, 3 and 4) may assert a new Asbestos-Related PI Claim against the Asbestos-Related PI Trust for a malignant disease (Disease Levels 1, 5, 6 and 7) that is subsequently diagnosed. The holder of a Silica-only Claim involving a non- malignant Silica-related disease (Disease Level 8 excepting lung cancer and Disease Levels 9, 10 and 11) may assert a new Silica-only Claim against the Asbestos-Related PI Trust for a Silica-related malignant disease (Disease Level 8 for lung cancer only) that is subsequently diagnosed. The Asbestos-Related PI Trust will not reduce any additional payments to which such claimants may be entitled with respect to such malignant asbestos or Silica-related disease by the amount paid for the non- malignant asbestos or Silicarelated disease, provided that the malignant disease had not been diagnosed at the time the claimant filed his or her original claim involving the non- malignant disease. Section 5.10 Arbitration.

(a) Establishment of Arbitration Procedures. The Asbestos-Related PI Trust, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, shall institute binding and non-binding arbitration procedures in accordance with the Alternative Dispute Resolution ("ADR") Procedures included in Attachment A hereto for resolving disputes concerning (i) whether a prepetition settlement agreement with Quigley is binding and judicially enforceable in the absence of a Final Order of the Bankruptcy Court determining the issues, (ii) whether the Asbestos-Related PI Trust's rejection or denial of an Asbestos-Related PI Claim was proper, or (iii) whether evidence concerning the claimant's medical condition or exposure history meets the requirements of these Asbestos-Related PI Trust Distribution Procedures for purposes of categorizing a claim involving Disease Levels 1 through 11 or any other level established hereunder. Binding and non-binding arbitration shall also be

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available for resolving disputes over the liquidated value of a claim involving Disease Levels 1, 2, 5, 6, 7 or 8. In all arbitrations, the arbitrator shall consider the same medical and exposure evidentiary requirements that are set forth in Section 5.7 above. In the case of an arbitration involving the liquidated value of a claim involving Disease Levels 1, 2, 5, 6, 7 or 8, the arbitrator shall consider the same valuation factors that are set forth in Section 5.3(b)(2) above. With respect to all claims eligible for arbitration, the claimant, but not the Asbestos-Related PI Trust, may elect either non-binding or binding arbitration. The ADR Procedures set forth in Attachment A hereto may be modified by the Asbestos-Related PI Trust with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative. Such amendments may include adoption of mediation procedures as well as establishment of a panel to review Extraordinary Claims pursuant to Section 5.4(a) above. (b) Claims Eligible for Arbitration. In order to be eligible for arbitration, the claimant must first complete the Individual Review Process with respect to the disputed issue. Individual Review will be treated as completed for these purposes when an Asbestos-Related PI Claim has been individually reviewed by the Asbestos-Related PI Trust; and either (a) the Asbestos-Related PI Trust has made an offer to resolve the claim, the claimant has rejected the liquidated value resulting from the Individual Review, and the claimant has notified the Asbestos-Related PI Trust of the rejection in writing or (b) the Asbestos-Related PI Trust has rejected the claim. (c) Limitations on and Payment of Arbitration Awards. In the case of an Asbestos-Related PI Claim involving Disease Levels 3, 4, 9, 10 or 11, the arbitrator shall not return an award in excess of the Scheduled Value for such claim. In the case of a nonExtraordinary Claim involving Disease Levels 1, 2, 5, 6, 7 or 8, the arbitrator shall not return an award in excess of the Maximum Value for the appropriate Disease Level as set forth in Section 5.3(a)(3) above, and for an Extraordinary Claim invo lving one of those Disease Levels, the arbitrator shall not return an award greater than the Maximum Extraordinary Value for such a claim as set forth in Section 5.4(a) above. A claimant who submits to arbitration and who accepts the arbitral award will receive payments in the same manner as one who accepts the Asbestos-Related PI Trust's original valuation of the claim. Section 5.11 Litigation. Claimants who elect non-binding arbitration and then reject their arbitral awards retain the right to seek relief in the tort system pursuant to Section 7.6 below. However, a claimant shall be eligible for payment of a judgment for monetary damages obtained in the tort system from the Asbestos-Related PI Trust only as provided in Section 7.7 below. SECTION 6 CLAIMS MATERIALS Section 6.1 Claims Materials. The Asbestos-Related PI Trust shall prepare suitable and efficient claims materials ("Claims Materials"), and shall provide such Claims Materials upon a written request for such materials to the Asbestos-Related PI Trust. The proof

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of claim fo rm to be submitted to the Asbestos-Related PI Trust shall include a certification by the claimant or his or her attorney sufficient to meet the requirements of Rule 11(b) of the Federal Rules of Civil Procedure. A copy of the proof of claim form to be used initially by the AsbestosRelated PI Trust for Prepetition Liquidated Claims and unliquidated Asbestos-Related PI Claims is included in Attachment B hereto. The proof of claim form may be changed and additional proof of claim forms may be developed by the Asbestos-Related PI Trust with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative. Section 6.2 Content of Claims Materials. The Claims Materials shall include a copy of these Asbestos-Related PI Trust Distribution Procedures, such instructions as the Trustees shall approve, and a proof of claim form. If feasible, the forms used by the AsbestosRelated PI Trust to obtain claims information shall be the same or substantially similar to those used by other asbestos claims resolution organizations. Instead of collecting some or all of the claims information from a claimant or the claimant's attorney, the Asbestos-Related PI Trust may also obtain such information from electronic data bases maintained by any other asbestos claims resolution organization. However, the Asbestos-Related PI Trust shall inform the claimant that it plans to obtain information as available from such other organizations and may do so unless the claimant objects in writing or provides such information directly to the Asbestos-Related PI Trust. If requested by the claimant, the Asbestos-Related PI Trust shall accept information provided electronically. The claimant may, but will not be required to, provide the Asbestos-Related PI Trust with evidence of recovery from other asbestos claims resolution organizations; provided, however, that any person asserting that their claim qualifies as an Exigent Hardship Claim must certify to the Asbestos-Related PI Trust the aggregate amount such person has recovered in respect of such claim from other asbestos claims resolution organizations. Section 6.3 Withdrawal of Claims. A claimant can withdraw an AsbestosRelated PI Claim at any time upon written notice to the Asbestos-Related PI Trust and file another claim subsequently without affecting the status of the claim for statute of limitations purposes, but any such claim filed after withdrawal shall be given a place in the FIFO Processing Queue based the date of such subsequent filing. Except for Asbestos-Related PI Claims held by representatives of deceased or incompetent claimants for which court approval of the AsbestosRelated PI Trust's offer is required, a claim will be deemed to have been withdrawn if the claimant neither accepts, rejects, nor initiates arbitration within six months of the AsbestosRelated PI Trust's offer of payment or rejection of the claim. Upon written request and good cause, the Asbestos-Related PI Trust may extend this period for up to an additional six months. Section 6.4 Filing Requirements and Fees. The Trustees shall have the discretion to determine, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, (a) whether a claimant must have previously filed the claim in the tort system to be eligible to file the claim with the Asbestos- Related PI Trust and (b) whether to require (and, if required, the amount of) any filing fee for any Asbestos-Related PI Claims.

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SECTION 7 GENERAL GUIDELINES FOR LIQUIDATING AND PAYING CLAIMS Section 7.1 Showing Required. To establish a valid Asbestos-Related PI Claim, a claimant must meet the requirements set forth in these Asbestos-Related PI Trust Distribution Procedures. The Asbestos-Related PI Trust may require the submission of x-rays, laboratory tests, medical examinations or reviews, other medical evidence, or any other evidence to support or verify the Asbestos-Related PI Claim, and may further require that medical evidence submitted comply with recognized medical standards regarding equipment, testing methods, and procedures to assure that such evidence is reliable. Section 7.2 Costs Considered. Notwithstanding any provisions of these Asbestos-Related PI Trust Distribution Procedures to the contrary, the Trustees shall always give appropriate consideration to the cost of investigating and uncovering invalid Asbestos-Related PI Claims so that the payment of valid Asbestos-Related PI Claims is not further impaired by such processes with respect to issues related to the validity of the medical evidence supporting an Asbestos-Related PI Claim. The Trustees shall also have the discretion to make judgments regarding the amount of transaction costs to be expended by the Asbestos-Related PI Trust so that valid Asbestos-Related PI Claims are not unreasonably impaired by the costs of additional investigation. Nothing herein shall prevent the Trustees, in appropriate circumstances, from contesting the validity of any claim against the Asbestos-Related PI Trust whatever the costs, or to decline to accept medical evidence from sources that the Trustees have determined to be unreliable pursuant to the Claims Audit Program described in Section 5.8 above. Section 7.3 Discretion to Vary the Order and Amounts of Payments in Event of Limited Liquidity. Consistent with the provisions hereof and subject to the FIFO Processing and Payment Queues, the Maximum Annual Payment, the Payment Percentage, the Maximum Available Payment and the Claims Payment Ratio requirements set forth herein, the Trustees shall proceed as quickly as practicable to process and determine Asbestos-Related PI Claims, and shall make payments to holders of Allowed Asbestos-Related PI Claims in accordance with these Asbestos-Related PI Trust Distribution Procedures promptly as funds become available (and, if applicable, as such claims are liquidated hereunder), while maintaining sufficient resources to pay future valid Asbestos-Related PI Claims in substantially the same manner, and to reserve for future Trust Expenses. Because the Asbestos-Related PI Trust's income over time remains uncertain, and decisions about payments must be based on estimates that cannot be done precisely, such decisions may have to be revised in light of experiences over time, and there can be no guarantee of any specific level of payment to claimants. However, the Trustees shall use their best efforts to treat similar claims in substantially the same manner, consistent with their duties as Trustees, the purposes of the Asbestos-Related PI Trust, the established allocation of funds to Category A Claims and Category B Claims, and the practical limitations imposed by the inability to predict the future with precision.

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In the event that the Asbestos-Related PI Trust faces temporary periods of limited liquidity, the Trustees may, with the consent of the Trust Advisory Committee and the Future Demand Holders' Representative, suspend the normal order of payment and may temporarily limit or suspend payments altogether, and may offer a Reduced Payment Option as described in Section 5.1(c) above. Section 7.4 Punitive Damages. In determining the value of any liquidated or unliquidated Asbestos-Related PI Claim, punitive or exemplary damages, i.e., damages other than compensatory damages, shall not be considered or allowed, notwithstanding the availability of such punitive or exemplary damages in the tort system. Section 7.5 Interest on Asbestos-Related PI Claims. Interest at the rate of six percent (6%) per annum shall accrue on the Scheduled Value, or if a different value is awarded after Individual Review then on such different value (and for purposes of distribution, shall be added to such value), of any Asbestos-Related PI Claim that meets the requirements of Disease Levels 1, 2, 3, 4, 5, 7, 8, 9 or 10 if and only if such claim is liquidated under Expedited Review, Individual Review, or by arbitration. Interest on an Asbestos-Related PI Claim that meets the requirements of Disease Level 6 shall be based on the Average Value of such claim. No interest is payable for whatever reason on Disease Level 11 claims. Interest on a particular AsbestosRelated PI Claim that has not been paid within one year after the date on which such AsbestosRelated PI Claim was filed with the Asbestos-Related PI Trust shall accrue during the period beginning on the first anniversary of the date on which such Asbestos-Related PI Claim was filed with the Asbestos-Related PI Trust and ending on the date of payment of the amount due under these Asbestos-Related PI Trust Distribution Procedures in respect of such Asbestos-Related PI Claim. Notwithstanding the foregoing, (i) no such interest will begin to accrue until two (2) years after the Effective Date and (ii) interest shall cease to accrue on an Asbestos-Related PI Claim at the time the Asbestos-Related PI Trust makes a good faith offer to settle such AsbestosRelated PI Claim; provided, however, that if such Asbestos-Related PI Claim is, pursuant to Section 5.10 of these Asbestos-Related PI Trust Distribution Procedures, awarded a higher amount through arbitration than the offer made by the Asbestos-Related PI Trust, interest on that Asbestos-Related PI Claim will be calculated on the full amount of that award during the entire period for which interest would have been payable but for the operation of this clause (ii). Section 7.6 Suits in the Tort System. If the holder of a disputed Claim disagrees with the Asbestos-Related PI Trust's determination regarding the Disease Level of the Claim, the claimant's exposure history or the liquidated value of the Claim, and if the holder has first submitted the Claim to non-binding arbitration as provided in Section 5.10 above, the holder may file a lawsuit against the Asbestos-Related PI Trust in the Claimant's Jurisdiction. Any such lawsuit must be filed by the claimant in his or her own right and name and not as a member or representative of a class, and no such lawsuit may be consolidated with any other lawsuit. All defenses (including, with respect to the Asbestos-Related PI Trust, all defenses which could have been asserted by Quigley or any Pfizer Protected Party) shall be available to both sides at trial; however, the Asbestos-Related PI Trust may waive any defense and/or concede any issue of fact or law. If the claimant was alive at the time the initial pre-petition complaint was filed or on the date the proof of claim was filed, the case will be treated as a personal injury case with all

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personal injury damages to be considered, even if the claimant has died during the pendency of the claim. Section 7.7 Payment of Judgments for Money Damages. If and when a claimant obtains a judgment in the tort system, the claim shall be placed in the FIFO Payment Queue based on the date on which the judgment becomes final. Thereafter, the claimant shall receive from the Asbestos-Related PI Trust an initial payment (subject to the Payment Percentage, the Maximum Available Payment, and the Claims Payment Ratio provisions set forth above) of an amount equal to one hundred percent (100%) of the greater of (i) the Asbestos-Related PI Trust's last offer to the claimant or (ii) the award that the claimant declined in non-binding arbitration. The claimant shall receive the balance of the judgment, if any, in five equal installments in years six (6) through ten (10) following the year of the initial payment (also subject to the Payment Percentage, the Maximum Available Payment and the Claims Payment Ratio provisions above). In the case of Asbestos-Related PI Claims involving Disease Levels 3, 4, 9, 10 or 11, the total amounts paid with respect to such claims shall not exceed the relevant Scheduled Value for such Disease Levels as set forth in Section 5.3(b)(3) above. In the case of claims involving a non malignant asbestos or Silica-related disease that does not attain classification under Disease Levels 3, 4, 9, 10 or 11, the amount payable shall not exceed the Scheduled Value for the Disease Level most comparable to the disease proven. In the case of non Extraordinary claims involving severe asbestosis, complex silicosis and malignancies (Disease Levels 1, 2, 5, 6, 7 or 8), the total amounts paid with respect to such claims shall not exceed the Maximum Values for such Disease Levels set forth in Section 5.3(b)(3). In the case of Extraordinary Claims, the total amounts paid with respect to such claims shall not exceed the Maximum Extraordinary Value for such claims set forth in Section 5.4(a) above. Under no circumstances shall interest be paid pursuant to Section 7.5 or under otherwise applicable state law on any judgments obtained in the tort system. Section 7.8 Third-Party Services. Nothing in these Asbestos-Related PI Trust Distribution Procedures shall preclude the Asbestos-Related PI Trust from contracting with another asbestos claims resolution organization, including Quigley, to provide services to the Asbestos-Related PI Trust so long as decisions about the categorization and liquidated value of Asbestos-Related PI Claims are based on the relevant provisions of these Asbestos-Related PI Trust Distribution Procedures, including the Disease Levels, Scheduled Values, Average Values, Maximum Values, and Medical/Exposure Criteria set forth above. Section 7.9 Asbestos-Related PI Trust Disclosure of Information. Periodically, but not less often than once a year, the Asbestos-Related PI Trust shall make available to claimants and other interested parties, the number of claims by Disease Level that have been resolved both by individual review and by arbitration as well as by trial indicating the amounts of the awards and the averages of the awards by jurisdiction.

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SECTION 8 MISCELLANEOUS Section 8.1 Amendments. Except as otherwise provided herein, the Trustees may amend, modify, delete, or add to any provisions of these Asbestos-Related PI Trust Distribution Procedures (including, without limitation, amendments to conform these AsbestosRelated PI Trust Distribution Procedures to advances in scientific or medical knowledge or other changes in circumstances), provided they first obtain the consent of the Trust Advisory Committee and the Future Demand Holders' Representative pursuant to the consent process set forth in Sections 6.6 and 7.7 of the Asbestos-Related PI Trust Agreement, except that amendments to the Claims Payment Ratio are governed by the restrictions in Section 2.5 above, and adjustments to and amendments of the Payment Percentage are governed by Section 4.2 above. Section 8.2 Severability. Should any provision contained in these AsbestosRelated PI Trust Distribution Procedures be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any and all other provisions of these Asbestos-Related PI Trust Distribution Procedures. Should any provision contained in these Asbestos-Related PI Trust Distribution Procedures be determined to be inconsistent with or contrary to Quigley's obligations to any insurance company providing insurance coverage to Quigley in respect of claims for personal injury based on Quigley Exposure, no payment shall be made by the Asbestos-Related PI Trust in respect of any such claim from proceeds from said insurance coverage. Section 8.3 Governing Law. Except for purposes of determining the liquidated value of any Asbestos-Related PI Claim, administration of these Asbestos-Related PI Trust Distribution Procedures shall be governed by, and construed in accordance with, the laws of the State of New York. The law governing the liquidation of Asbestos-Related PI Claims in the case of Individual Review, arbitration or litigation in the tort system shall be the law of the Claimant's Jurisdiction as described in Section 5.3(b)(2) above. Any reference to the tort system herein shall refer to the United States tort system.

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SCHEDULE 1 PFIZER INC. AFFILIATES

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Schedule 1 to Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures

PFIZER INC. AFFILIATES 1

1

This Schedule lists Pfizer Inc. Affiliates as of March 3, 2005. The Debtor reserves the right to amend or supplement this Schedule.

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412357 Ontario Inc. 736199 Ltd. A S Ruffel (Mozambique) Limitada A.S. Ruffel (Private) Limited A/O Pfizer ACO AB Adenylchemie GmbH Agouron Pharmaceuticals, Inc. Alginate Industries (Ireland) Ltd. American Chicle Company American Food Industries, Inc. Amicore, Inc. (non-controlled) Andean Services S.A. Aventis/Pfizer EEIG Backsvalan 6 Handelsbolag Balverda S.R.L. BINESA 2002, S.L. Biocor Animal Health Inc. Bioindustria Farmaceutici S.R.L. Bioptics SARL C.P. Pharmaceuticals International C.V. C.P. Pharmaceuticals International C.V. (Ireland Branch) Capsugel (Thailand) Ltd. Capsugel AG Capsugel Belgium BVBA Capsugel France Capsugel Japan Inc. (KK) Capsugel Ploermel CARDEL Caribe Searle (Gibraltar) Limited Carlo Erba OTC S.p.A. Centrofarma , Sociedad Anonima CEUTICLAB- Laboratorios de Produtos Farmaceuticos, Lda. Charlie Papa Operations, LLC CHC Direct LLC Community Care Health Solutions Inc. Compania Farmaceutica Upjohn, S.A. Consumer Health Products (Minority Interests) Company Continental Farmaceutica, S.L. Continental Pharma, Inc. Corporacion Pharmacia de Mexico, S. de R.L. de C.V. Davis Medica, Sociedad Limitada, Sociedad Unipersonal Diabel GmbH & Co. KG Diabel Verwaltungs GmbH (non-controlled) Distribuidora Mercantil Centro Americana, S.A

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Duchem Laboratories Limited Esperion AB Esperion LUV Development, Inc. Esperion Therapeutics, Inc. Euronett, Inc. Eversharp Canada Inc. Exchic C.A. Limited (Guatemala Branch) Exchic CA Limited Farminova, Produtos Farmaceuticos de Inovacao, Lda. Farmitalia Carlo Erba Limited Farmogene Productos Farmaceuticos Lda Fondazione Pfizer Fundacion para el Desarrollo Sanitario (FUNDESA) Fundacion Pfizer Fyrcia HB G. D. Searle & Co., Ltd. G. D. Searle (Philippines) Inc. G. D. Searle (Thailand) Ltd. G. D. Searle International Capital Co. G. D. Searle Land Corporation G. D. Searle LLC G. D. Searle South Africa (Pty.) Ltd. GD Searle International Hong Kong Ltd Goedecke GmbH Goedecke OTC Beteiligungs GmbH Greenstone Ltd. Hayat Farma Ilac Sanayi ve Ticaret Limited Sirketi Heinrich Mack Nachf. GmbH. & Co. KG Heumann Beteiligungs GmbH Heumann PCS GmbH Heumann Pharma GmbH & Co. KG, Generica Heumann Verwaltungs GmbH International Affiliated Corporation LLC Inter-World Insurance Company Limited Invicta Farma, S.A. Island Pharmaceuticals Limited JB Tillott Ltd. Jouveinal Holland B.V. Kenfarma, S.A. Keystone Chemurgic Corp. Kiinteistö Oy Helsingin Tietokuja Kommanditbolage t Hus Gron Korea Pharma Holding Company Limited Kronans Droghandel AB (non-controlled) Laboratoires Pfizer SA Laboratorios Laprofa, Sociedad Anonima

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Laboratorios Parke Davis, S.L. Laboratorios Pfizer de Chile Laboratorios Pfizer Ltda. Laboratórios Pfizer, Lda. Laboratorios Visine, S.L. Lambert & Feasley, Inc. Lambert Chemical Company Limited Liquidity Joint Venture Corp. Losbanos Ltd. Lothian Developments V SPRL MED Urological, Inc. Meridica Limited Monterey Kelp Corporation MTG Divestitures Handels GmbH MTG Divestitures Limited MTG Divestitures LLC Nefox Farma, S.A. Nostrum Farma, S.A. NPF YK O.C.T. (Thailand) Co., Ltd. Omni Laboratories Inc. Orsim P&UFSC, Inc. PanServ Personalberatungs- und Anzeigenservice GmbH Paris Montrouge II (Nederland) B.V. Paris Montrouge II SARL Parke Davis & Co. Limited Parke Davis & Co. Limited (Russia Representative Office) Parke Davis Del Ecuador C.A. Parke Davis European Distributors Limited Parke Davis International Limited Parke Davis International Limited (Hong Kong Branch) Parke Davis International Limited (Lebanon Branch) Parke Davis Productos Farmaceuticos Lda Parke Davis Pty Limited Parke Davis S.p.A. Parke, Davis & Company Limited Parke, Davis & Company LLC Parke, Davis & Company LLC (Puerto Rico Branch) Parke-Davis GmbH Parke-Davis Korea Limited Parke-Davis Manufacturing Corp. Parke-Davis Sales Corporation Parke-Davis Sdn Bhd PCM Leasing Limited Liability Company P-D Co., Inc.

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Pfidev3 (S.A.S.) Pfidev4 (S.A.S.) Pfizer (Perth) Pty Limited Pfizer (S.A.S.) Pfizer (Thailand) Limited Pfizer A.G. Pfizer A/S Pfizer AB Pfizer Africa & Middle East Company for Pharmaceuticals, Animal Health & Chemicals S.A.E. Pfizer Afrique de L'Ouest Pfizer Agricare Sdn Bhd Pfizer Algerie Sante et Nutrition Animale s.p.a. Pfizer Animal Health B.V. Pfizer Animal Health Korea Ltd. Pfizer Animal Health SA Pfizer Antilles Holdings N.V. Pfizer ApS Pfizer Asia Holdings B.V. Pfizer Asia International B.V. Pfizer Asia Pacific Pte Ltd. Pfizer Australia Holdings Pty Limited Pfizer Australia Pty Limited Pfizer Australia Superannuation Pty Ltd Pfizer B.V. Pfizer Beteiligungs-G.m.b.H. Pfizer BSP Holdings Pfizer Canada Inc. Pfizer Caribe Limited Pfizer Century Holdings Pfizer Channel Company Pfizer CHC GmbH Pfizer Chile S.A. Pfizer Cia. Ltda. Pfizer Commercial Holdings Limited Pfizer Consumer Health Care México, S. de R.L. de C.V. Pfizer Consumer Health Products Company Pfizer Consumer Healthcare Pfizer Consumer Healthcare B.V. Pfizer Consumer Healthcare Comm.VA Pfizer Consumer Healthcare GmbH Pfizer Consumer Healthcare Ireland Pfizer Consumer Healthcare S.Com.p.A. Pfizer Consumer Healthcare S.r.l. Pfizer Consumer Inc. Pfizer Convention III LLC Pfizer Convention IV LLC

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Pfizer Coordination Center Pfizer Co-Promotions Limited Pfizer Cork Limited Pfizer Corporation Pfizer Corporation (Guatamala Branch) Pfizer Corporation (Poland Branch) Pfizer Corporation (Puerto Rico Branch) Pfizer Corporation (Uruguay Branch) Pfizer Corporation (Venezuela Branch) Pfizer Corporation , Hong Kong Branch Pfizer Corporation Austria Gesellschaft m.b.H. Pfizer Corporation Hong Kong Limited Pfizer Deutschland GmbH Pfizer Distribution Company Pfizer Distribution Services Pfizer Dominicana, S.A. Pfizer Dublin Limited Pfizer Egypt S.A.E. Pfizer Enterprises Inc. Pfizer Enterprises SARL Pfizer Enterprises SARL (Belgian Branch) Pfizer Enterprises Sarl (Scientific Office - Egypt) Pfizer Esbjerg A/S Pfizer ESP Pty Ltd Pfizer European Service Center BVBA Pfizer Export AB Pfizer Export Company Pfizer Export Company (Export Division - Hong Kong) Pfizer Finance GmbH & Co. KG Pfizer Finance International Limited Pfizer Finance Verwaltungs GmbH Pfizer Financial Services NV/SA Pfizer Fundings International Pfizer Global Holdings B.V. Pfizer Global Supply Pfizer Global Supply, Hong Kong Branch Pfizer Global Trading Pfizer Global Trading, Hong Kong Branch Pfizer GmbH Pfizer Group Limited Pfizer H.C.P. Corporation Pfizer H.C.P. Corporation (Belarus Representative Office) Pfizer H.C.P. Corporation (Belgium Branch) Pfizer H.C.P. Corporation (Bulgaria Representative Office) Pfizer H.C.P. Corporation (Croatia Representative Office) Pfizer H.C.P. Corporation (Estonia Branch)

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Pfizer H.C.P. Corporation (Kazakhstan Rep. Office) Pfizer H.C.P. Corporation (Latvia Representative Office) Pfizer H.C.P. Corporation (Lithuania Branch) Pfizer H.C.P. Corporation (Romania Representative Office) Pfizer H.C.P. Corporation (Shanghai China Rep. Office) Pfizer H.C.P. Corporation (Slovak Branch) Pfizer H.C.P. Corporation (Slovenia Branch) Pfizer H.C.P. Corporation (Ukraine Rep. Office) Pfizer H.C.P. Corporation (Uzbekistan Rep. Office) Pfizer H.C.P. Corporation Beijing Rep. Office Pfizer Health AB Pfizer Health Solutions Inc. Pfizer Healthcare Ireland Pfizer Hellas, A.E. ( see text for complete name) Pfizer HK Service Company Limited Pfizer Holding France (S.C.A.) Pfizer Holding Mexico, S. de R.L. de C.V. Pfizer Holding und Verwaltungs G.m.b.H. Pfizer Holding Ventures Pfizer Holdings B.V. Pfizer Holdings Europe Pfizer Holdings International Luxembourg (PHIL) Sarl Pfizer Holdings Internationa l Luxembourg PHIL) Sarl (Branch) Pfizer Holdings Ireland Pfizer Holdings Netherlands B.V. Pfizer Holdings Turkey Limited Pfizer Holland Pharmaceuticals B.V. Pfizer Hungary Asset Management LLC Pfizer Ilaclari Limited Sirketi Pfizer Inc. Pfizer International Bank Europe Pfizer International Corporation Pfizer International Corporation (Belgium Branch) Pfizer International Corporation (Bulgaria Rep. Office) Pfizer International Corporation (Croatia Rep. Office) Pfizer International Corporation (Slovenia Branc h) Pfizer International Corporation (Thailand Branch) Pfizer International Corporation (United Arab Emirates Rep. Office) Pfizer International Holdings Limited Pfizer International LLC Pfizer International LLC (Russia) Representative Office Pfizer International Luxembourg SA Pfizer Inventory Co. Pfizer Investment Capital Limited Pfizer Investment Co. Ltd. Pfizer Ireland Pharmaceuticals

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Pfizer Ireland Ventures Pfizer Italia S.r.l. Pfizer Italiana S.r.l. Pfizer Japan Inc. Pfizer Jersey Capital Limited Pfizer Jersey Company Limited Pfizer Jersey Finance Limited Pfizer Laboratories (Proprietary) Limited Pfizer Laboratories Korea Limited Pfizer Laboratories Limited Pfizer Laboratories Limited Pfizer Limitada Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited Pfizer Limited (Taiwan) Pfizer Luxco Holdings Sarl Pfizer Luxco Production SARL Pfizer Luxembourg SARL Pfizer Luxembourg SARL - Lithuania Branch Pfizer Luxembourg SARL - Slovakia Branch Pfizer Luxembourg SARL (Estonia Branch) Pfizer Luxembourg SARL (Latvia Branch) Pfizer Luxembourg SARL (Slovenia Branch) Pfizer Luxembourg SARL Eesti filiaal (Estonia Branch) Pfizer Malaysia Limited Pfizer Manufacturing Belgium NV Pfizer Manufacturing LLC Pfizer Manufacturing Services Pfizer Medical Systems, Inc. Pfizer Medical Technology Group (Belgium) N.V. Pfizer Medical Technology Group (Netherlands) B.V. Pfizer Medical Technology Group Limited Pfizer Middle East for Pharmaceuticals, Animal Health and Chemicals S.A.E. Pfizer Namibia (Proprietary) Limited Pfizer New Zealand Limited Pfizer Overseas Pharmaceuticals Pfizer Overseas, Inc. Pfizer Overseas, Inc. (Export Division - Hong Kong) Pfizer Overseas, Inc. (Panama Branch) Pfizer Oy Pfizer Participations SARL Pfizer Pension Trustees (Ireland) Limited Pfizer Pension Trustees Ltd.

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Pfizer PGM (S.A.S.) Pfizer PGRD (S.A.S.) Pfizer Pharm Algerie Pfizer Pharma GmbH Pfizer Pharmaceutical India Pvt. Ltd. Pfizer Pharmaceutical Trading Limited Liability Company (a/k/a Pfizer Kft. or Pfizer LLC) Pfizer Pharmaceutical Wuxi Co., Ltd. Pfizer Pharmaceuticals B.V. Pfizer Pharmaceuticals Israel Ltd. Pfizer Pharmaceuticals Jersey Limited Pfizer Pharmaceuticals Korea Limited Pfizer Pharmaceuticals Limited Pfizer Pharmaceuticals LLC Pfizer Pharmaceuticals Ltd. Pfizer Pharmaceuticals Ltd. (Beijing China Rep. Office) Pfizer Pharmaceuticals Production Corporation Limited Pfizer Pharmaceuticals Tunisie Sarl Pfizer Pharmaceuticals, Inc. Pfizer Pharmaceuticals, Inc. Puerto Rico Branch Pfizer Philippines Foundation, Inc Pfizer Pigments Inc. Pfizer Polska Sp. z.o.o. Pfizer Precision Holdings SARL Pfizer Production LLC Pfizer Products Inc. Pfizer Pte. Ltd. Pfizer Ringaskiddy Production Company Pfizer Romania SRL Pfizer S.A. Pfizer S.A. (Colombia) Pfizer S.G.P.S. Lda. Pfizer S.R.L. Pfizer SA (Belgium) Pfizer Saidal Manufacturing Pfizer Sante Grand Public (S.C.A.) Pfizer Science and Technology Ireland Limited Pfizer Service Company BVBA Pfizer Service Company Ireland Pfizer Services 1 (S.N.C.) Pfizer Services 2 (S.N.C.) Pfizer Services GbR Pfizer Services LLC Pfizer Servicios de Mexico, S.A. de C.V. Pfizer Shared Services Pfizer Shareholdings Intermediate SARL Pfizer Singapore Trading Pte Limited (Belgian Branch)

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Pfizer Singapore Trading Pte. Ltd. Pfizer Specialties Limited Pfizer SPOL s.r.o. Pfizer Sterling Investments Limited Pfizer Technologies Ltd. Pfizer Thailand) Limited (Rep Office) Pfizer Tunisie Pfizer UK Group Limited Pfizer Venezuela, S.A. Pfizer Ventures Limited Pfizer Warner Lambert Luxembourg S.A.R.L. (New York USA Branch) Pfizer Warner Lambert Luxembourg SARL Pfizer Zona Franca, S.A. Pfizer, Inc. Pfizer, S.A. Pfizer, S.A. [a/k/a Pfizer Pharmaceutical] (Spain) Pfizer, S.A. de C.V. Pharmacia & Upjohn AG Pharmacia & Upjohn Cambridge Ltd. Pharmacia & Upjohn Company LLC Pharmacia & Upjohn Holding Company Pharmacia & Upjohn LLC Pharmacia & Upjohn Management Company Ltd. Pharmacia & Upjohn S.p.A. Pharmacia & Upjohn SpA (Branch) Pharmacia & Upjohn Trading Corporation Pharmacia & Upjohn, S.A. de C.V. Pharmacia AB (Argentina Branch) Pharmacia Africa Ltd. Pharmacia Animal Health AB Pharmacia Animal Health Danmark filial af Pharmacia Animal Health AB Sverige (Branch) Pharmacia Animal Health Limited Pharmacia Argentina S.A. Pharmacia Asia Limited Pharmacia Australia Pty Ltd Pharmacia Austria G. m.b.H. Pharmacia B.V. Pharmacia Brasil Ltda. Pharmacia Corporation Pharmacia de Centroamerica S.A. Pharmacia de Mexico, S.A. de C.V. Pharmacia Deutschland GmbH Pharmacia Diagnostics Verwaltungs GmbH Pharmacia Enterprises Sarl Pharmacia Europe EEIG Pharmacia Financial Services B.V.

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Pharmacia GmbH Pharmacia GmbH and Pharmacia AB Grundstucks Pharmacia Grupo Pfizer, S.L. Pharmacia Hepar Inc. Pharmacia Holding AB Pharmacia Hong Kong Ltd. (being liquidated) Pharmacia India Private Limited Pharmacia Industrifastigheter AB Pharmacia Inter American Corporation, Singapore Branch Pharmacia Inter-American Corporation (branch) Pharmacia Interamerican Corporation, Sucursal del Peru (Branch) Pharmacia Inter-American LLC Pharmacia International B.V. Pharmacia International Inc. Pharmacia International S.a.r.l. (branch) Pharmacia International SARL Pharmacia International Trading (Shanghai) Limited Pharmacia Ireland Limited Pharmacia Italia S.p.A. Pharmacia Korea Limited Pharmacia Laboratories Ltd. Pharmacia Learning Center Corporation Pharmacia Limited Pharmacia Limited Company Pharmacia Malaysia Sdn Bhd Pharmacia Nova AB Pharmacia Pakistan (Pvt) Ltd. Pharmacia Pharmatrade LLC Pharmacia Polska Sp.z.o.o. Pharmacia Risk Management Services AB Pharmacia S.p.A. Pharmacia SA Pharmacia Searle Limited Pharmacia Singapore Pte Ltd Pharmacia South Africa (Pty) Ltd Pharmacia Sverige AB Pharmacia Treasury Services AB Pharmacia UK Holding Company Pharmacia UK Limited Pharmacia United, Inc. Pharmacia Y.K. Pharmacia-Pfizer EEIG Plaistow Limited Pravo Investment Co. Limited (non controlled) Promotora IPSA, S.A. Pronorr AB

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ProRe SA Prosec (Ireland) Limited Prosec Forsakrings AB (Prosec Insurance Co. Ltd.) PT. Capsugel Indonesia PT. Pfidex Pharma PT. Pfizer Indonesia PUCN Limited Partnership PUCN LLC Quigley Company, Inc. Renrall LLC Ribex S.r.l. Rivepar Roerig A.B. Roerig B.V. Roerig S.A. Roerig, Inc. Roerig, Produtos Farmaceuticos, Lda. Roerig, S.A. Searle & Co. Searle Argentina S.R.L. Searle Belgium BVBA Searle Chemicals, Inc. Searle de Mexico S.A. de C.V. Searle European Inc. Searle GmbH Searle Holdings B. V. Searle Invest B. V. Searle Laboratorios, Lda. Searle Limited (Branch Puerto Rico) Searle LLC Searle Ltd. Searle Pharma LLC Sefarma S.r.l. Selskabet af 24. september 2004 A/S Sensus Drug Development Corporation Shiley International Shiley LLC Sinergis Farma-Produtos Farmaceuticos, Lda. Site Realty, Inc. Smith Brothers Cough Drops Canada Ltd. SmithKline Beecham Animal Health SWA) (Pty) Ltd. Solinor LLC SOPACO S.R.L. Substantia (S.A.S.) Sugen, Inc. Suzhou Capsugel Ltd.

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Svenska Industrietablerings AB (SVETAB) /Swedish Industrial Establishing Corporation Swordfish Heimtierbedarf Verwaltungsgesellschaft m.b.H. Swordfish Holding GmbH T2 Acquisition Corp. Tabor Corporation The Kodiak Company Ltd. The Upjohn Holding Company M LLC The Upjohn Manufacturing Company LLC Thorney Company Tuco (Pty) Ltd. Umut Farma Ilac Sanayi ve Ticaret Limited Sirketi Unicliffe Limited Upjohn International Holding Company Upjohn International Inc. Upjohn Laboratorios Lda. Upjohn Pharmaceuticals Limited Upjohn Suzhou Animal Health Products Co., Ltd. Upjohn Suzhou Pharmaceutical Co., Ltd. Viagra Ltd Vinci Farma, S.A. Wafin S.R.L. Warner Lambert (UK) Limited Warner Lambert Bolivia S.A. Warner Lambert del Uruguay S.A. Warner Lambert Pakistan (Private) Limited Warner Lambert Peru S.A. Warner Lambert Plaistow Manufacturing (Partnership) Warner Lambert Poland Sp.z.o.o. Warner Lambert Pty Limited Warner Lambert Zimbabwe (Private) Limited Warner-Lambert (East Africa) Limited Warner-Lambert (Nigeria) Limited Warner-Lambert (Singapore) Private Limited Warner-Lambert (Tanzania), Limited Warner-Lambert (Thailand) Limited Warner-Lambert (West Indies) Ltd. Warner-Lambert Canada Inc. (Italy Branch) Warner-Lambert Caribbean Corporation Warner-Lambert Company AG Warner-Lambert Company LLC Warner-Lambert Consumer Healthcare S. Com. p. A. (Italy Branch) Warner-Lambert Cork Limited Warner-Lambert Cork Limited (Ireland Branch) Warner-Lambert de Costa Rica, S. A. Warner-Lambert de El Salvador, S.A. de C.V. Warner-Lambert de Honduras, Sociedad Anonima

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Warner-Lambert de Panama, Sociedad Anonima Warner-Lambert de Puerto Rico, Inc. Warner-Lambert GmbH Warner-Lambert Guatemala, Sociedad Anonima Warner-Lambert Hungary KFT Warner-Lambert International Comp any Warner-Lambert International N.V. Warner-Lambert Ireland Warner-Lambert Kenya Limited Warner-Lambert Manufacturing (Ireland) Ltd. Warner-Lambert Manufacturing Ireland) Ltd. (Ireland Branch) Warner-Lambert Pottery Road Limited Warner-Lambert South Africa (Proprietary) Limited Warner-Lambert, S.A. W-C Laboratories, Inc. Wilcox Sweets (Proprietary) Limited Wilkinson Sword Pension Trustee Limited W-L (Europe) W-L (Portugal) W-L (Spain) WL de Guatemala, Sociedad Anonima W-L Holding (S.C.A.) W-L LLC W-L LLC (Colombia Branch) Yusafarm D.O.O.

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ATTACHMENT A

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PI T RUST DISTRIBUTION PROCEDURES ALTERNATIVE DISPUTE RESOLUTION PROCEDURES

9828044.1

Attachment A to Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST ALTERNATIVE DISPUTE RESOLUTION PROCEDURES

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QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST ALTERNATIVE DISPUTE RESOLUTION PROCEDURES Pursuant to Section 5.10 of the Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures (the "Asbestos-Related PI Trust Distribution Procedures"), the Quigley Company, Inc. Asbestos-Related Personal Injury Trust (the "Asbestos-Related PI Trust") hereby establishes the following Alternative Dispute Resolution ( ADR") Procedures to resolve all " present and future Asbestos-Related PI Claims as that term is defined in the Quigley Company, Inc. Plan of Reorganization (hereinafter referred to for all purposes "Asbestos-Related PI Claims"). All capitalized terms herein shall be as defined and/or referenced within the AsbestosRelated PI Trust Distribution Procedures. I. OVERVIEW The Asbestos-Related PI Trust shall appoint a Private Adjudication Coordinator, at the cost of the Asbestos-Related PI Trust, to administer these ADR procedures. To initiate these procedures, the claimant must make a written request to the Asbestos-Related PI Trust. Within twenty (20) days of a claimant's request for ADR, the Asbestos-Related PI Trust will send the claimant an ADR packet containing the documents necessary to pursue the ADR process. These ADR procedures shall not be construed as imparting to any claimant any substantive or procedural rights beyond those conferred by the Asbestos-Related PI Trust Distribution Procedures. The ADR process available to the claimant includes both non-binding and binding elements. In addition, there are mandatory as well as voluntary options to be utilized by the claimant and the Asbestos-Related PI Trust in proceeding toward settlement. These ADR procedures must be pursued by claimants on an individual basis. As a general matter, claims of different claimants cannot be grouped together even if the claimants are represented by the same counsel, unless the Asbestos-Related PI Trust, in its sole discretion, decides it would be expeditious to conduct ADR proceedings with respect to more than one claim involving differently exposed claimants with those claimants' representative. In such a case, however, the arbitrator, mediator or other neutral must individually value each such claim using the valuation factors set forth in Section 5.3(b)(2) of the Asbestos-Related PI Trust Distribution Procedures, and the claimants' positions in the Asbestos-Related PI Trust's FIFO Processing and FIFO Payment Queue must be separately maintained. The requisite steps in the ADR process are as follows, in order: Mandatory ADR Proceedings (Two Stages) Stage One (Claimant Must Select One): 1. 2.

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Stage Two: Arbitration (Binding or Non-Binding) Initiation of ADR Within twenty (20) days of a claimant's request for ADR, the Asbestos-Related PI Trust will send the claimant an ADR packet containing a copy of these procedures and the following: 1. 2. 3. 4. 5. 6. A Summary Outline of the ADR procedures with the time limits identified; Form Affidavit of Completeness; Election Form for Pro Bono Evaluation; Request for Mediation Form; Election Form and Agreement to submit to Binding Arbitration; and Election Form and Agreement to submit to Non-binding Arbitration.

A claimant who wishes to proceed through the ADR process must engage in one of the two ADR options (pro bono evaluation or mediation) before any form of arbitration. Only after either party rejects a non-binding arbitration award may a claimant proceed to then commence a lawsuit against the Asbestos-Related PI Trust in the tort system. It is the claimant's responsibility to comply with the ADR time deadlines. Although the deadlines may be extended by agreement or for cause shown, failure to comply with a deadline without obtaining an extension may result in withdrawal of the claim. Promptly after a claimant fails to comply with a specified deadline without obtaining an extension, the Asbestos-Related PI Trust shall send the claimant written notice of the failure to comply. If the claimant does not take any action on the claim, then thirty (30) days thereafter the claim will be deemed withdrawn. If the claimant requests arbitration, either binding or non-binding, the Asbestos-Related PI Trust shall execute the appropriate election form and agreement. If both parties agree to binding arbitration, then the claimant and the Asbestos-Related PI Trust waive their respective rights to seek a jury trial as set forth in the Asbestos-Related PI Trust Distribution Procedures. If either party rejects a non-binding arbitration award, and the claimant has otherwise complied with the requireme nts of these ADR procedures, the Asbestos-Related PI Trust Distribution Procedures and the Plan, then the claimant may commence a lawsuit against the Asbestos-Related PI Trust in the Claimant's Jurisdiction, as that term is defined in Section 5.3(b)(2) of the Asbestos-Related PI Trust Distribution Procedures.

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ADR PROCEEDINGS SUMMARY A. Showing Required As set forth in the Asbestos-Related PI Trust Distribution Procedures, in order to establish a valid Asbestos-Related PI Claim, a claimant must make a demonstration of exposure to Particulate-containing products for which Quigley Company, Inc. ("Quigley") bears legal responsibility, and in certain instances, a demonstration that the claimant has significant occupational exposure. B. Pro Bono Evaluation This ADR alternative consists of an evaluation of the claim by an evaluator selected from a pro bono panel. The panel shall be comprised of asbestos litigation attorneys as mutually agreed upon between the Trust Advisory Committee (the "TAC") and the Trustees. The TAC will be provided, on a quarterly basis, with a list of the pro bono panelists. Each evaluation will have a pro bono evaluator randomly selected by the Private Adjudication Coordinator from the list of pro bono panelists. Within fifteen (15) days of the claimant's request for the pro bono evaluation, the individual pro bono evaluator shall be randomly chosen from the approved panel. A pro bono evaluation will be done by document submission. The identity of the pro bono evaluator will not be disclosed to the claimant or the claimant's attorney. The Asbestos-Related PI Trust encourages identification of and not anonymity as to the alleged injured party so that medical records can be transmitted in their original form. The Private Adjudication Coordinator will communicate to the parties the pro bono evaluator's written evaluation. The parties will communicate their respective rejection or acceptance of settlement upon the terms of the written evaluation. If either or both parties reject settlement upon those terms, then the claimant may submit an Election Form and Agreement for Binding or Nonbinding Arbitration. C. Mediation The claimant may request telephone mediation as an ADR alternative. This process will require the submission of detailed mediation briefs to familiarize the mediator with the respective positions. The Asbestos-Related PI Trust shall establish and maintain a list of qualified regional mediators compensated by the Asbestos-Related PI Trust. The Private Adjudication Coordinator shall select a qualified mediator from the list based upon location of claimant within fifteen (15) days after receipt of the Request for Mediation Form signed by the claimant and the Asbestos-Related PI Trust. Claims shall be handled by each mediator in the order received by him or her, to the extent practicable. Any party may be represented by legal counsel. The

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mediator shall review the claim and the positions of the parties, such information as the parties may wish to submit as to a fair and equitable settlement, and all documents and medical reports relevant to the claim as submitted by the parties. At least five (5) business days prior to the mediation conference, claimant and the Asbestos-Related PI Trust shall each submit to the mediator a mediation brief consisting of a confidential statement outlining the claimant's medical condition, exposure to Quigley products and each party's detailed position on overall claim value. The mediator shall confer with the parties and/or their legal representatives, individually and jointly. Such conference shall be conducted by telephone unless both parties agree otherwise. A representative of the AsbestosRelated PI Trust with settlement authority must participate in the conference. The mediator may request, but not require, that the claimant personally participate in the conference. Such conference shall be in the nature of a settlement conference. The mediator shall work with both sides toward reaching an acceptable, reasonable settlement. The mediator does not have the authority to impose a settlement on the parties. Ten (10) days after the conclusion of the mediation, if the parties have not settled the matter, the claimant may submit to the AsbestosRelated PI Trust an Election Form and Agreement for Binding or Non-binding Arbitration. D. Binding and Non-Binding Arbitration Procedures Upon completion of either pro bono evaluation or mediation, the claimant may request non-binding and/or binding arbitration. Binding arbitration will be conducted in the "final offer" format also known as "baseball style" arbitration. If the claim is arbitrated in either the binding or non-binding format, then the arbitrator shall return an award no greater than the Maximum Value for the relevant Disease Category set forth in Sectio n 5.3(b)(3) and (4) of the AsbestosRelated PI Trust Distribution Procedures, unless the claim qualifies as an Extraordinary Claim pursuant to Section 5.4(a) of the Asbestos-Related PI Trust Distribution Procedures. In that case, the arbitrator shall return an award no greater than the Maximum Extraordinary Value for such claims as also set forth in Section 5.4(a) of the Asbestos-Related PI Trust Distribution Procedures. If the claimant requests arbitration, either binding or non-binding, then the Asbestos-Related PI Trust shall execute the appropriate Election Form and Agreement. The Asbestos-Related PI Trust may not decline the claimant's election of either binding or non-binding arbitration, but reserves all rights to reject any award in a non-binding arbitration proceeding. If the parties agree to engage in binding arbitration, then the claimant and the Asbestos-Related PI Trust waive their respective rights to seek a jury trial as set forth in the AsbestosRelated PI Trust Distribution Procedures.

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II.

RULES GOVERNING PRO BONO EVALUATION AND MEDIATION Within ninety (90) days of a claimant's receipt of the ADR packet from the Asbestos-Related PI Trust, the claimant must elect one of the two ADR procedures and return the appropriate form to the Asbestos-Related PI Trust along with an executed Affidavit of Completeness. A. Rules Governing Pro Bono Evaluation 1. Election and Time Limits a. If the claimant chooses pro bono evaluation, then within ninety (90) days of claimant's receipt of the ADR packet, the claimant must send the Asbestos-Related PI Trust the Election Form for Pro Bono Evaluation. (See Attachment A). The claimant or his/her attorney shall personally sign the Election Form for Pro Bono Evaluation. The claimant must also sign an Affidavit of Completeness (See Attachment B) and return it to the Asbestos-Related PI Trust with a copy to the Private Adjudication Coordinator within ninety (90) days of receipt of the ADR packet. The claim will not proceed until the Asbestos-Related PI Trust has received a completed election form and Affidavit of Completeness from the claimant. The Affidavit of Completeness shall verify that all information to be considered in the ADR process has been provided to the Asbestos-Related PI Trust while the claim was under review by the Asbestos-Related PI Trust. After receiving the signed election form and Affidavit of Completeness, the Asbestos-Related PI Trust shall review and sign the election form within five (5) business days of receipt. Within fifteen (15) days from the date the Asbestos-Related PI Trust notifies the claimant's counsel of the Asbestos-Related PI Trust's consent to the election form, the Asbestos-Related PI Trust shall send a copy of the signed election form, the Affidavit of Completeness together with complete copies of all materials submitted to the Asbestos-Related PI Trust by the claimant and factual information in the Asbestos-Related PI Trust file, if any, gathered by the Asbestos-Related PI Trust from other sources, and a completed Affidavit of Accuracy to the claimant's counsel and the Private Adjudication Coordinator who will forward the materials to the selected pro bono evaluator at the time the evaluator is selected. The Asbestos-Related PI Trust may not send the Private Adjudication Coordinator any materials in the

b.

c.

d.

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Asbestos-Related PI Trust file that have not previously been provided to the claimant. 2. Selection of the Pro Bono Evaluator Within fifteen (15) days of the date the Private Adjudication Coordinator received the claimant's election agreement, the Private Adjudication Coordinator shall randomly select the pro bono evaluator from the list of pro bono panelists and notify the parties that the evaluator has been designated without disclosing the identity of the evaluator. The pro bono evaluator sha ll be selected from a panel of asbestos litigation plaintiff attorneys who have volunteered to serve the Asbestos-Related PI Trust at the request of the TAC. Pro Bono assignments will be made on a rotating basis. The identity of the pro bono evaluator sha ll not be disclosed to the claimant and the claimant's attorney. The identity of the claimant should be disclosed so that medical records can be transmitted in their original form. 3. Submission of Written Arguments Fifteen (15) days after the Asbestos-Related PI Trust sends the complete file materials to the Private Adjudication Coordinator, the claimant and the Asbestos-Related PI Trust shall simultaneously exchange and submit written arguments to the Private Adjudication Coordinator. The Private Adjudication Coordinator will immediately forward the written arguments to the pro bono evaluator. The written arguments shall comply with the following rules: a. The argument shall not exceed ten (10) double spaced typewritten pages. In order to preserve anonymity in a pro bono evaluation, the name of counsel should not be mentioned. The argument may not introduce factual matter not contained in the documents in the Asbestos-Related PI Trust's file. The evaluator shall disregard any argument that does not comply with this rule. When a party fails to submit the written argument within the fifteen (15) days, the party waives written argument and the pro bono evaluator shall disregard any argument received after that time.

b.

4.

Evaluation of Documents The pro bono evaluation is only a document review with complete anonymity preserved between claimant's counsel and the pro bono

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evaluator. The documents that the pro bono evaluator may consider shall be limited to the following: a. b. c. The documents in Trust's file forwarded to the pro bono evaluator. The claimant's Affidavit of Completeness and the AsbestosRelated PI Trust's Affidavit of Accuracy. The written arguments of the claimant and the Asbestos- Related PI Trust that comply with the rules for written arguments set forth above.

Before the Private Adjudication Coordinator forwards any documents to the pro bono evaluator it will redact all references to claimant's counsel. 5. Written Evaluation and Procedure for Acceptance/Rejection Within fifteen (15) days after the submission of written arguments, the pro bono evaluator shall submit a written evaluation of the claim to the Private Adjudication Coordinator who will promptly mail it to the parties. Within fifteen (15) days after receipt of the pro bono evaluator's written evaluation, the claimant and the Asbestos-Related PI Trust will each communicate in writing to the Private Adjudication Coordinator whether they will accept the amount of the pro bono evaluator's written evaluation to settle the claim. If both parties accept, then the Private Adjudication Coordinator will immediately inform both parties that they have achieved a settlement and the Asbestos-Related PI Trust shall pay the claim pursuant to the Asbestos-Related PI Trust Distribution Procedures. If either or both parties reject the pro bono evaluator's written evaluation, then within five (5) business days of receipt of both parties' written communication, the Private Adjudication Coordinator shall send each party a notice of rejection of pro bono evaluator's written evaluation that will not indicate whether the opposing party has accepted or rejected the pro bono evaluator's written evaluation amount. 6. Arbitration May Proceed After Rejection of Pro Bono Evaluator's Written Evaluation Within sixty (60) days after receipt of the notice of rejection of pro bono evaluator's written evaluation, the claimant may request arbitration by returning to the Asbestos-Related PI Trust a signed Election Form and Agreement for either Binding or Non-binding Arbitration. B. Rules Governing Mediation 1.

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If the claimant chooses mediation, then the claimant shall submit to the Asbestos-Related PI Trust a signed Request for Mediation Form ( ee S Attachment C) along with an executed Affidavit of Completeness within ninety (90) days of claimant's receipt of the ADR packet. Within five (5) business days of the Asbestos-Related PI Trust's receipt of the signed Request for Mediation Form, the Asbestos-Related PI Trust shall review and sign the form and forward a signed copy along with an executed Affidavit of Accuracy to the claimant and the Private Adjudication Coordinator. 2. Selection of Mediator Within fifteen (15) days of the signed Request for Mediation Form, the Private Adjudication Coordinator shall retain a mediator from the approved list of mediators. The Private Adjudication Coordinator shall select the mediator based upon the region in which the claimant is located. The mediator shall be compensated by the Asbestos-Related PI Trust. The Private Adjudication Coordinator shall schedule a mediation conference within sixty (60) days after receipt of the signed request for mediation form. The mediation will be conducted by telephone conference unless the parties agree otherwise. Scheduling of the conference shall be coordinated with the mediator and the conferences shall take place in the order received by the mediator, to the extent practicable. 3. Submission of Briefs and Other Materials to Mediator At least five (5) business days prior to the mediation conference, the claimant and the Asbestos-Related PI Trust shall each submit to the mediator mediation briefs consisting of a confidential statement outlining the claimant's medical condition, exposure to Quigley products, and each party's position on overall claim value. The parties may also sub mit to the mediator documents and medical reports that they believe are relevant to the claim. The mediator shall review the claim and the positions of the parties and the other information that the parties submit prior to the mediation conference. The mediation briefs shall comply with the following rules: a. b. The brief should not exceed ten (10) double spaced typewritten pages exclusive of attachments. The brief may not introduce factual matter not contained in the documents in the Asbestos-Related PI Trust's file as certified by the Affidavit of Completeness.

4.

Mediation Conference

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Any party may be represented by legal counsel at the mediation conference. The mediator shall confer with the parties' legal representatives and, if the claimant is present and consents, with the claimant. A representative of the Asbestos-Related PI Trust with settlement authority must participate in the conference. The mediator may request, but not require, that the claimant personally participate in the conference. 5. Negotiations at the Mediation Conference The mediator may facilitate settlement in any manner the mediator believes is appropriate. The mediator will help the parties focus on their underlying interests, explore resolution alternatives and develop settlement options. The mediator will decide when to hold joint conferences, and when to confer separately with each party. The parties are expected to initiate and convey to the mediator proposals for settlement. Each party shall provide a rationale for any settlement terms proposed. Finally, if the parties fail to develop mutually acceptable settlement terms, before terminating the procedure, and only with the consent of the parties, (a) the mediator may submit to the parties a final settlement proposal; and (b) if the mediator believes he/she is qualified to do so, the mediator may give the parties an evaluation (which if all parties choose, and the mediator agrees, may be in writing) of the likely outcome of the case if it were tried to final judgment, subject to any limitations under the Plan, the Asbestos-Related PI Trust Distribution Procedures and ethical codes. 6. Confidentiality of Mediation The entire mediation process is confidential. Unless agreed among all the parties or required to do so by law, the parties and the mediator shall not disclose to any person who is not associated with participants in the process, including any judicial officer, any information regarding the process (including pre-process exchanges and agreements), contents (including written and oral information), settlement terms or outcome of the proceeding. Under this procedure, the entire process is a compromise negotiation subject to Federal Rule of Evidence 408 and all state counterparts, together with any applicable statute protecting the confidentiality of mediation. All offers, promises, conduct and statements, whether oral or written, made in the course of the proceeding by any of the parties, their agents, employees, experts and attorneys, and by the mediator are confidential. Such offers, promises, conduct and statements are privileged under any applicable mediation privilege and are inadmissible and not discoverable for any purpose, including impeachment, in litigation

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between the parties. However, any written or oral information or other materials submitted to the mediator by either the Asbestos-Related PI Trust or the claimant may be submitted by either party to the arbitrator in an arbitration that takes place under these ADR procedures. In addition, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of its presentation or use during the mediation. The exchange of any tangible material shall be without prejudice to any claim that such material is privileged or protected as work-product within the meaning of Federal Rule of Civil Procedure 26 and all state and local counterparts. The mediator and any documents and information in the mediator's possession will not be subpoenaed in any such investigation, action or proceeding, and all parties will oppose any effort to have the mediator or documents subpoenaed. The mediator will promptly advise the parties of any attempt to compel him/her to divulge information received in mediation. 7. Submission of Written Offers After Mediation At the conclusion of the mediation, the mediator shall require the parties to exchange written settlement offers that shall remain open for ten (10) days. If after the expiration of that ten (10) day period neither party accepts the other's written offer or the parties do not otherwise settle the matter, then the claimant may request binding or non-binding arbitration by sending to the Asbestos-Related PI Trust the appropriate signed Election Form and Agreement for either Binding or Non-binding Arbitration. III. RULES GOVERNING NON-BINDING AND BINDING ARBITRATION A. Election by the Asbestos-Related PI Trust The Asbestos-Related PI Trust shall review the signed Election Form and Agreement for Binding or Non-binding Arbitration (See Attachments D and E) and within five (5) business days of receipt the Asbestos-Related PI Trust shall sign the Agreement and shall immediately send a fully signed Arbitration Agreement to the Private Adjudication Coordinator. B. Selection of the Arbitrator 1. As soon as reasonably possible after the receipt of the signed Arbitration Agreement, but no more than fifteen (15) days after the receipt of the signed Arbitration Agreement, the Private Adjudication Coordinator shall select three potential arbitrators from a rotating list kept by the Private -10-

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Adjudication Coordinator. Arbitrators' assignments will be made on a rotating basis nationally, by the Private Adjudication Coordinator. The Private Adjudication Coordinator shall promptly notify the arbitrator and the parties of the potential arbitrators' selection. If a potential arbitrator is unable or unwilling to serve, then a replacement selection will be made prior to notifying the Asbestos-Related PI Trust and the claimant of the potential arbitrators selected. 2. Within seven (7) days of receipt of the list of potential arbitrators, the Asbestos-Related PI Trust may select, and identify to the Private Adjudication Coordinator, one potential arbitrator to be stricken from the list. The Private Adjudication Coordinator shall then promptly notify the claimant of the Asbestos-Related PI Trust's selection, whereupon, within seven (7) days of the receipt of such notification, the claimant may select, and identify to the Private Adjudication Coordinator, a second potential arbitrator to be stricken from the list. The Private Adjudication Coordinator shall then notify all parties which potential arbitrators remains and will conduct the arbitration. If either the Asbestos-Related PI Trust or the claimant, or both, fails to exercise the right to strike an arbitrator from the list of potential arbitrators, the Private Adjudication Coordinator shall appoint from those potential arbitrators remaining the arbitrator next in rotation on the Asbestos-Related PI Trust's rotating list. Any appointed arbitrator shall disclose to the Private Adjudication Coordinator any circumstances likely to affect impartiality including any bias or any financial or personal interest in the result of the arbitration or any past or present relationship with the parties or representatives. Upon receipt of such information from the arbitrator or another source, the Private Adjudication Coordinator shall communicate the information to the parties and, if the administrator deems necessary, to the arbitrator and others. Upon objection of a party to the continued service, the Private Adjudication Coordinator shall determine whether the arbitrator should be disqualified and shall inform the parties of the decision, which shall be final.

3.

C.

Extraordinary Claims and Those Reviewed by the Extraordinary Claims Review Panel In the event that the Extraordinary Claims Review Panel has deemed a claim in Disease Level 1 through 8 worthy of extraordinary treatment, the Private Adjudication Coordinator shall forward to the arbitrator the written decision of the Extraordinary Claims Review Panel, and the parties may submit a final request that exceeds the values ascribed to the type of injury in the AsbestosRelated PI Trust Distribution Procedures. In such circumstances, the arbitrator may issue an award in accordance with such a final offer/request.

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In the event that the Extraordinary Claims Review Panel declined to give extraordinary treatment to the claim, the arbitrator shall not be informed of the extraordinary claims review panel's d ecision, and the claimant must confine his/her award to the values ascribed to the type of injury in the Asbestos-Related PI Trust Distribution Procedures because the arbitrator may not award an amount in excess of the Maximum Value assigned to the appropriate category for the injury in the Asbestos-Related PI Trust Distribution Procedures. The AsbestosRelated PI Trust will not engage in non-binding or binding arbitration, and reserves the unilateral right to withdraw from a signed non-binding or binding arbitration agreement at any time, where the claimant's final offer and award demand exceeds the Maximum Value assigned to the type of injury in the Asbestos-Related PI Trust Distribution Procedures and the Extraordinary Claims Review Panel has declined to give extraordinary treatment to the claim. D. Final Offer or "Baseball Style" Binding Arbitration All binding arbitration shall be conducted in the "final offer" format also known as "baseball style" arbitration. In the course of submitting the arbitration materials, as explained in these rules, the parties shall submit their final offer of settlement which shall also serve as the party's demand for arbitration award. The arbitrator must choose from one of these two demands in determining the amount of the arbitration award. E. Submission of Pre -Hearing Briefs Within twenty (20) days of the appointment of an arbitrator each party shall submit to the opposing party and to the arbitrator a brief (not to exceed ten (10) double spaced pages) containing that party's positions and arguments. Each party may then submit a supplement to its position paper (not to exceed five (5) double spaced pages) following the initial pre- hearing conference to respond to the opposing party's positions and arguments and addressing issues raised at the initial pre-hearing conference. Supplements must be sent to the opposing party and to the arbitrator within ten (10) days after the date of the pre-hearing conference. The Private Adjudication Coordinator will provide the arbitrator with a complete schedule of categories of injuries and Scheduled and Maximum Values therefor in the Asbestos-Related PI Trust Distribution Procedures. F. Initial Pre -Hearing Conference, Scheduling Hearing Date, Optional Video Conference for Arbitration Hearing 1. Within fifteen (15) calendar days of the receipt of both parties' briefs, the Private Adjudication Coordinator shall contact the claimant, the arbitrator, and the Asbestos-Related PI Trust to schedule the initial pre-hearing conference. The pre-hearing conference shall be presided over by the arbitrator and held by telephone conference call. -12-

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2.

During the initial pre-hearing conference, the arbitrator shall schedule the date and select the location of the arbitration hearing either at the location of the arbitrator or a location mutually agreeable by the parties. The arbitration hearing should be scheduled not less than forty- five (45) days, and not more than sixty (60) days, from the date of the initial pre-hearing conference. The Private Adjudication Coordinator will mail a confirmation notice of this date to the claimant and the Asbestos-Related PI Trust. At the election of the claimant, the arbitration hearing may be conducted by video conference. If the claimant so elects, then the claimant must state that election in writing prior to the initial pre-hearing conference. The Private Adjudication Coordinator will make appropriate arrangements for the Asbestos-Related PI Trust and the arbitrator to participate by video conference. The Asbestos-Related PI Trust shall pay for its and the arbitrator's cost for use of video conference equipment and facilities. The claimant shall only be responsible for his/her costs (including participation by claimant's counsel). During the initial pre-trial conference, the arbitrator shall seek to achieve agreement between the parties on: a. b. c. d. narrowing the issues (through methods including but not limited to stipulation of facts); whether the claimant will appear at the hearing (at the claimant's sole discretion); any legal issues; and any other matters that will expedite the arbitration proceedings.

3.

4.

If appropriate or if the parties do not agree on these issues, then the arbitrator must issue orders governing the process. G. No Discovery With Limited Exceptions There shall be no discovery except as specifically provided below. The purpose of the arbitration is to resolve differences between the Asbestos-Related PI Trust and the claimant based only on the documents that have been previously submitted to the Asbestos-Related PI Trust by the claimant and upon the documents relied upon by the Asbestos-Related PI Trust to make a settlement offer to the claimant or to disallow the claim. However, if the Asbestos-Related PI Trust commissions an independent medical examination or a third-party medical review upon which the Asbestos-Related PI Trust relies in evaluating the claimant's claim, then the claimant may depose the medical professional

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conducting the review or examination after having a reasonable opportunity to study any report or written opinion generated by the medical professional. H. No Record of Proceedings Unless Requested by Arbitrator There will be no record or transcript of the proceedings unless and except the arbitrator requests a transcript to assist him/her in reviewing the evidence or otherwise to aid in the decision making process. In the event an arbitrator requests a transcript prior to the arbitration, then the Asbestos-Related PI Trust shall arrange for a court reporter and shall pay all expenses associated with the preparation of the transcript. In no event, however, will the transcript be made available to the parties, nor shall any time required for preparation of the transcript affect the time for the arbitrator to render a decision. I. Postponement of Hearing The arbitrator for good cause may postpone any hearing upon the request of a party or upon the arbitrator's own initiative, and shall also grant such postponement when all of the parties agree. J. Duration of Hearings The arbitrator shall complete the hearing in one day except for good cause shown. The arbitrator shall set time limits on the respective presentations, and shall enforce those set limits. The parties shall request no more than three hours apiece for presentation of their cases. K. Procedure at Arbitration Hearing 1. Testimony Under Oath or Affirmation If the claimant or any other witness testifies, such testimony shall be under oath or affirmation administered by the arbitrator. 2. Conduct of Hearing At the opening of the arbitration hearing, the arbitrator shall make a written record of the time, place, and date of the hearing, and the presence of the parties and counsel. 3. Evidence a. Rules of Evidence: The arbitrator is not required to apply the rules of evidence used in judicial proceedings; provided, however, that the arbitrator shall apply the attorney-client privilege and the work product privilege. The arbitrator shall determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of the evidence offered. -14-

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b.

Admission of Evidence: The evidence that the arbitrator may consider shall be limited to the following: (i) (ii) (iii) The documents supplied to the Asbestos-Related PI Trust prior to the execution of the Affidavit of Completeness; Non-binding or binding arbitration election agreement; Testimony of the claimant. The claimant may offer evidence regarding the nature and extent of compensable damages, including physical injuries, and/or the market share of Quigley products, if there is a claim of greater than average market share. The Asbestos-Related PI Trust may cross-examine on these issues. At the claimant's option, a claimant's deposition, including videotaped testimony, shall be admissible into evidence in lieu of live testimony. Any additional deposition testimony taken by the AsbestosRelated PI Trust or the claimant, and provided to both sides, prior to the initiation of ADR. Any evidence submitted in mediation. Arguments of the claimant and the Asbestos-Related PI Trust. The arguments shall be limited to the evidence contained and the issues raised in the documents or testimony referred to above and shall be limited to 1/2 hour. The arbitrator shall disregard any effort to introduce further evidence or issues in argument.

(iv)

(v) (vi)

L.

Arbitration in the Absence of a Party or Representative The claimant may choose whether or not to attend the arbitration in person in his/her sole discretion. The arbitration may proceed in the absence of any party or representative who, after due notice, chooses not to be present, fails to be present or fails to obtain a postponement if he/she desires to be present but cannot. An award shall not be made against a party solely for the failure to appear. The arbitrator shall require the party who is present to submit such evidence as the arbitrator may require for the making of an award.

M.

Conclusion of Hearing and Submission of Post-Hearing Briefs When the parties state that they have no further evidence or witnesses to offer, and after the parties have made their closing arguments, if any, the arbitrator shall declare the hearing closed. Post-hearing briefs will be permitted only upon order of the arbitrator and shall be served upon the arbitrator no later than ten (10) days after the hearing is closed. Such briefs shall be no longer than five (5) double

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spaced pages. The time limit within which the arbitrator is required to make the award shall commence to run upon the closing of the hearing or the submission of post-hearing briefs whichever is later. N. Option to Waive Oral Hearings The parties may request a waiver of oral hearings. Oral hearings will only be waived if all parties consent. O. Arbitration Decision 1. The arbitrator shall issue a decision no later than fifteen (15) calendar days after the date of the close of the hearing or submission of post-hearing briefs, whichever is later. The decision shall state only the amount of the award, if any. The decision shall not state reasons for the award. An arbitrator shall not be permitted to make punitive, exemplary, trebled or other like damages or attorneys' fees, prejudgment and post-judgment interest and costs shall not be sought or allowed. The award shall dispose of all monetary claims presented to the arbitrator and shall determine fully the only issue to be decided pursuant to the arbitration agreement: the amount, if any, at which the claim value should be fixed. To assist the arbitrator, the Private Adjudication Coordinator will provide the arbitrator with a schedule setting forth the Disease Levels and the Scheduled, Average and Maximum Values associated with each category. Unless the Extraordinary Claims Review Panel has determined that a claim is entitled to extraordinary treatment during the claims review process, the arbitrator's award shall not exceed the Maximum Value amount for the appropriate Category in the Asbestos-Related PI Trust Distribution Procedures.

2.

P.

Payment of Award Pursuant to the terms of the arbitration agreement, the Asbestos-Related PI Trust will promptly send to the claimant the appropriate release. The Asbestos-Related PI Trust will then pay the claim based upon the binding or, if accepted by both parties, the non-binding award, in accordance with the Asbestos-Related PI Trust Distribution Procedures provisions in effect at that time.

Q.

Rejection of Non-Binding Award 1. A party in a non-binding arbitration proceeding that wishes to reject the award must notify the other party within thirty (30) days from the date a non-binding award is issued. If no rejection is received or sent by the Asbestos-Related PI Trust, then the decision will stand and the award will be deemed accepted by both parties and the Asbestos-Related PI Trust will -16-

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promptly send to the claimant the appropriate release. The AsbestosRelated PI Trust will then pay the claim in accordance with the AsbestosRelated PI Trust Distribution Procedures in effect at that time. 2. Procedure for Rejected Award a. Rejection by Claimant If claimant has sent the Asbestos-Related PI Trust timely notification of rejection of a non-binding award and wishes to pursue the claim, then the claimant must notify the AsbestosRelated PI Trust through correspondence postmarked no later than sixty (60) days from the date of the non-binding award. If notification is received within the sixty (60) day deadline and claimant wishes to pursue the claim, then the Asbestos-Related PI Trust will within fifteen (15) days of receipt of this notification send the claimant an authorization to commence litigation against the Asbestos-Related PI Trust. b. Rejection by Asbestos-Related PI Trust If the Asbestos-Related PI Trust rejects the non-binding award, then claimant may elect binding arbitration or request that the Asbestos-Related PI Trust forward the authorization to commence litigation against the Asbestos-Related PI Trust. IV. GENERAL ADR PROCEDUR ES GOVERNING PRO BONO EVALUATION, MEDIATION, NON-BINDING ARBITRATION, AND BINDING ARBITRATION A. ADR Submissions The claimant's submissions (with the exception of the binding arbitration's written argument) will be reviewed by the ADR administrator before they are submitted to the pro bono evaluator, mediator or arbitrator. If they contain materials not previously submitted in support of the claim, then the Asbestos-Related PI Trust claims department will review the additional information and determine the effect, if any, it would have on the Asbestos-Related PI Trust's evaluation of the claim. In appropriate situations, a new offer may be made to the claimant. If an attorney or other agent represents the claimant, both the attorney and the claimant must also sign the Election and Agreement for Binding Arbitration. The attorney or agent may not sign in place of, or for, the claimant unless the claimant is incapacitated, incompetent or deceased and the attorney or agent has been designated legally to act on the claimant's behalf. Documentation of this legal designation will be required. B.

9828048.1

No Grouping or Bundling of Claims -17-

As a general matter, there shall be no grouping or bundling of claims by separate claimants at any stage of the ADR or arbitrations even if the cla ims are related and/or the claimants have the same counsel. Each claimant must proceed individually through the ADR and arbitration processes with all claims that claimant may have or represent. This provision is intended to separate claims of different exposed persons and has no effect upon multiple claims brought by a claimant's representative, such as heirs of a deceased worker. However, the Asbestos-Related PI Trust, in its sole discretion, may decide that it would be expeditious to allow the conduct of arbitration proceeding with respect to more than one claim of different exposed persons, provided that the arbitrator individually values each such claim in accordance with the valuation factors set forth in Section 5.3(b)(2) of the Asbestos-Related PI Trust Distribution Procedures, and the respective claimants' separate positions in the AsbestosRelated PI Trust's FIFO Processing and FIFO Payment Queue are maintained. C. No Ex Parte Communication There shall be no ex parte communication between the arbitrator or pro bono evaluator and any counsel or party in any matter. All correspondence between the arbitrator or pro bono evaluator and the parties will be facilitated by the Private Adjudication Coordinator. D. Claims and Defenses All available claims and defenses which exist under the law subject to the claimant's election under the Asbestos-Related PI Trust Distribution Procedures shall be available to both sides. E. Costs of ADR 1. ADR Expenses The Asbestos-Related PI Trust will pay the arbitrator's fee for non-binding or binding arbitration up to two thousand dollars ($2,000.00) per claim depending on the length of the hearing. The pro bono evaluator is a volunteer and thus no fee will be incurred. The Asbestos-Related PI Trust will assume costs of meeting and hearing facilities for arbitration. Claimants will pay their costs and attorney fees including any expenses incurred should the claimant testify. 2. Filing Fee No filing fee is required of the claimant for any ADR selection, unless the Asbestos-Related PI Trust with the consent of the TAC and the Future Demand Holders' Representative decide that it would be in the best

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interests of the Asbestos-Related PI Trust and its beneficiaries to adopt such a fee. F. Waiver of Objection to Rules Infraction Either party who continues with the pro bono evaluation, mediation, non-binding arbitration, or binding arbitration proceeding after knowing that any provision or requirement of the applicable rules has not been complied with, and who fails to state a timely objection in writing to the arbitrator, mediator or pro bono evaluator, shall be deemed to have waived the right to object. A timely objection by a claimant must be stated in writing and mailed to the Asbestos-Related PI Trust with instructions to forward the objectio n to the Private Adjudication Coordinator and to the arbitrator, mediator or pro bono evaluator. A timely objection by the Asbestos-Related PI Trust will be mailed to the claimant and to the Private Adjudication Coordinator with instructions to forward to the arbitrator, mediator or pro bono evaluator. G. Serving of Notices and Other Papers Each party to the ADR and arbitration agreements shall be deemed to have consented that any papers, notices, or processes necessary or proper for the initiation or continuation of ADR and Arbitration proceedings under these rules may be served upon such party as follows: 1. 2. By regular U.S. mail or overnight courier addressed to such party or their attorneys at their last known address; By facsimile transmission, if a copy of the transmitted papers is mailed addressed to the party or their attorney at their last known address within twenty-four (24) hours of the facsimile transmission; or By personal service, within or without the state where the pro bono evaluation, mediation or arbitration is to be held, whether the party is within or without the United States of America.

3.

H.

Time Limits Triggered Upon Receipt 1. Documents sent by U.S. mail under these rules shall be deemed received three (3) business days after the date of postmark. Documents sent via overnight mail shall be deemed received on the next business day after mailing. Documents sent via facsimile transmission shall be deemed received on the business day that the transmission is received.

2. I.

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Exclusion of Liability

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Neither the Private Adjudication Coordinator nor the mediator, nor the arbitrator nor pro bono evaluator shall be liable to any party for any act or omission in connection with any evaluation conducted under these rules. J. Relationship of Rules to Election Form for Pro Bono Evaluation, Request for Mediation, Non-binding Arbitration Agreement or Binding Arbitration Agreement These Rules shall be deemed a part of, and incorporated by reference in, every duly executed ADR agreement or arbitration agreement and shall be binding on all parties. K. Arbitrator/Pro Bono Evaluator Immunity Arbitrators or pro bono evaluators who serve pursuant to these rules shall have the same immunity as judges for their official acts. L. Jurisdiction Any dispute under these rules shall be subject to the jurisdiction of the United States Bankruptcy Court for the Southern District of New York. M. Statement of Confidentiality 1. All ADR and arbitration proceedings and information relating to the proceeding will be confidential. Neither party shall disclose the information obtained during the proceedings, nor the valuation placed on the case by an arbitrator or pro bono evaluator to anyone or use such information or valuation in any further proceeding except as necessary to maintain the Asbestos-Related PI Trus t's obligation to report to the Bankruptcy Court and to provide ongoing evaluation by the AsbestosRelated PI Trust and TAC. Except for documents prepared by a non-party which are introduced as evidence before an arbitrator or pro bono evaluator, any document prepared by another party, attorney or other participant in anticipation of the ADR is privileged and shall not be disclosed to any court or arbitrator/pro bono evaluator or construed for any purpose as an admission against interest. All ADR and arbitration proceedings shall be deemed a settlement conference pursuant to Rule 408 of the Federal Rules of Evidence. Except by agreement of the parties, the parties will not introduce into evidence in any other proceeding the fact that there was an arbitration, the nature or amount of the award, and written submissions only may be used for purposes of showing accord and satisfaction or res judicata. In binding arbitration, the decision of the arbitrator may be admissible in the event the claimant improperly seeks to litigate the claim. The binding arbitration award shall be admissible in support of a motion to enjoin such -20-

2.

9828048.1

litigation. No arbitrator or pro bono evaluator will ever be subpoenaed or otherwise required by any party or any third party, to testify or produce records, notes or work product in any future proceedings. N. Amendments Except as otherwise ruled by the Bankruptcy Court, these rules, as they may from time to time be amended, with the consent of the TAC and the Future Demand Holders' Representative will be binding on all parties in the form in which they are in force on the date the claimant signs the election agreement. O. Time Limits The time limits included in these procedures are to be strictly enforced. Any time limit set forth herein may be extended by agreement of the parties or for cause shown to the neutral party presiding over the particular ADR or arbitration proceeding. Any request for extension, however, shall first be made to the opposing party and then if the parties cannot agree, shall be submitted to the Private Adjudication Coordinator who will request a ruling from the pro bono evaluator, mediator, or arbitrator as the case may be. Although the deadlines may be extended by agreement or for cause shown, failure to comply with a deadline without obtaining an extension may result in withdrawal of the claim. Promptly after a claimant fails to comply with a specified deadline without obtaining an extension, the Asbestos-Related PI Trust shall send the claimant written notice of the failure to comply. If the claimant does not take any action on the claim, then thirty (30) days thereafter the claim will be deemed withdrawn.

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(Attachment A) QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST ELECTION FORM FOR PRO BONO EVALUATION I, hereby elect and agree to: ("Claimant"), Claim No. ,

Non-Binding document evaluation of my claim by an individual selected from a Panel of Pro Bono Evaluators who volunteered to serve at the request of the Trust Advisory Committee. Unless the box below is initialed, the undersigned waives anonymity of the claimant in the Pro Bono Evaluation of this claim. The Asbestos-Related PI Trust encourages leaving this box blank and waiving anonymity so that medical records may be transmitted in their original form.

Dated:

,

.

Claimant or Claimant's Attorney

Accepted and Consented to: QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST By: Title Dated:

9828048.1

(Attachment B) STATE OF COUNTY OF ) ) SS: ) AFFIDAVIT OF COMPLETENESS I, , as the person [or legal representative of the person] who has filed a claim against the Asbestos-Related PI Trust, being duly sworn, depose and say: I have furnished all information which I wish to be considered in the valuation of claim number . I certify (or declare) under penalty of perjury, that the foregoing is true and correct. By: Claimant or Legal Representative of Claimant Date:

Sworn to before me this

day of

,

.

9828048.1

(Attachment C) QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST REQUEST FOR MEDIATION FORM

I, and agree to:

("Claimant"), Claim No.

, hereby elect

Attempt in good faith to resolve the dispute with the Asbestos-Related PI Trust relating to my claim promptly by confidential Mediation under the terms set forth for Mediation procedure established by the Asbestos-Related PI Trust. I have been provided with a copy of the rules relating to Mediation established by the Asbestos-Related PI Trust. I understand and agree to those rules in the course of the Mediation.

Dated:

,

.

Claimant or Claimant's Attorney

Accepted and Consented to: QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST By: Title Dated:

9828048.1

(Attachment D) QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST ELECTION FORM AND AGREEMENT FOR BINDING ARBITRATION I, and agree to: Submit all disputes with the Asbestos-Related PI Trust relating to my claim to Binding Arbitration under the terms set forth for Binding Arbitration procedure established by the Asbestos-Related PI Trust. I have been provided with a copy of the rules relating to Binding Arbitration established by the Asbestos-Related PI Trust. I understand and agree to those rules in the course of the Binding Arbitration. I understand that as a result of this agreement if accepted by the Asbestos-Related PI Trust, I will waive my rights to litigate my claim in Court including the right to trial by jury and I will be bound by the arbitration award. Dated: , . ("Claimant"), Claim No. , hereby elect

Claimant

Claimant or Claimant's Attorney Claimant and attorney must both sign

Accepted and Consented to: By accepting this agreement the Asbestos-Related PI Trust waives its rights to litigate the claimant's claim in Court including the right to trial by jury and agrees to be bound by the arbitration award. QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST By: Title Dated:

9828048.1

(Attachment E) QUIGLEY COMPANY, INC. ASBESTOS -RELATED PERSONAL INJURY TRUST ELECTION FORM AND AGREEMENT FOR NON-BINDING ARBITRATION I, and agree to: Submit all disputes with the Asbestos-Related PI Trust relating to my claim to Non-Binding Arbitration under the terms set forth for Non-Binding Arbitration procedure established by the Asbestos-Related PI Trust. I have been provided with a copy of the rules relating to Non-Binding Arbitration established by the Asbestos-Related PI Trust. I understand and agree to those rules in the course of the Non-Binding Arbitration. ("Claimant"), Claim No. , hereby elect

Dated:

,

.

Claimant or Claimant's Attorney

Accepted and Consented to: QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST By: Title Dated:

9828048.1

ATTACHMENT B

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PI T RUST DISTRIBUTION PROCEDURES PROOF OF CLAIM FORMS

9828044.1

Attachment B to Quigley Company, Inc. Asbestos-Related Personal Injury Trust Distribution Procedures

QUIGLEY COMPANY, INC. ASBESTOS-RELATED PERSONAL INJURY TRUST PROOF OF CLAIM FORMS

9828051.1

QUIGLEY COMPANY, INC. ASBESTOS ­RELATED PI TRUST PROOF OF CLAIM FORM UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS Submit completed claims

Instructions for the Claim Form Complete this claim form as thoroughly and accurately as possible. Please type or print neatly. Should there be insufficient space to list all relevant information, please attach additional sheets. In addition to filing the forms that follow, please ensure the following are enclosed, if applicable: Death Certificate (if applicable) Certificate of Official Capacity (if personal representative is filing form) Medical records as requested in instructions Proof of Quigley Company, Inc. ("Quigley") product exposure as set out in the instructions Copy of cover sheet of complaint (if applicable ­ see Part 8 below) Copy of W-2 and first page of IRS Form 1040 (if applicable ­ see Part 9 below)

9828051.1

Representation If counsel represents claimant, please print or type the following information: Attorney Name: Paralegal or Contact Name: Name of Law Firm: Firm Address:

Attorney Phone: Contact Phone: Attorney's or Law Firms Tax ID Number

Fax: Fax:

UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 1: Choice of Claim Process Please choose the applicable claim process (choose only one): 1. Expedited review (not available for Disease Level 6) 2. Individual Review 3. Extraordinary Claim (must also undergo Individual Review)

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 2: Injured Party Information Name: Gender: Male ______ I. II. Social Security #: Female ______ Date of Birth: _____-_____-_____ _____-_____-_____

Is injured party living? Yes _____

No ____

If injured party is living and not represented by counsel, please complete the following: Mailing address: ________________________________________ ________________________________________ Daytime Phone: ( ) _____-________

III.

If injured party is deceased: (Death certificate must be enclosed) Date of death: _____/_____/_____ Was death asbestos related? Yes _____ No _____

IV.

If injured party has personal representative other than, or in addition to his/her attorney, please indicate the following information for the representative (Certificate of Official Capacity must be enclosed) Name: _____________________________ Social Security#: _____/_____/_____ Mailing address: _____________________________________________ _____________________________________________ Daytime Phone: ( ) _____-________ Relationship to injured Party: I am party's: _________________________ (spouse, child, other)

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 3: Diagnosed Asbestos-Related or Silica-Related Injuries Place an X next to the lowest level (by number) asbestos or Silica or other Particulate-related Disease Level that has been diagnosed for the injured party and for which medical documentation is attached to this claim form. See instructions for listing of the specific medical criteria and records that must be enclosed for each Disease Level. (Check only the most serious disease level.)

(1) Mesothelioma (2) Severe Asbestosis (3) Asbestosis/Pleural Disease I (4) Asbestosis/Pleural Disease II (5) Lung Cancer I (6) Lung Cancer II (7) Other Cancer (8) Complex Silicosis/Lung Cancer (9) Severe Silicosis (10) Silicosis I (11) Silicosis II

Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___ Date of Diagnosis ___/___/___

The claims must meet the relevant medical criteria and be supported by appropriate medical documentation as delineated in the Asbestos -Related PI Trust Distribution Procedures. The presumptive medical criteria for the eleven Disease Levels set forth above are attached to this Claim Form.

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 4: Dependents and Beneficiaries List any other persons represented by counsel for claimant who may have rights associated with this claim. Be sure to include the injured party's spouse, any dependents who derive (or who did derive at the time of the injured person's death) at least one- half of their financial support from the injured party. Also list beneficiaries represented by counsel for claimant who are entitled to pursue an action for wrongful death under applicable state law. If more than four, please photocopy this page, and insert after current page. Name: _______________________________ Relationship: Spouse Child Other: _________ Date of Birth: ____/____/____ Financially Dependent? Yes/No (Circle One)

Name: _______________________________ Relationship: Spouse Child Other: _________

Date of Birth: ____/____/____ Financially Dependent? Yes/No (Circle One)

Name: _______________________________ Relationship: Spouse Child Other: _________

Date of Birth: ____/____/____ Financially Dependent? Yes/No (Circle One) Date of Birth: ____/____/____ Financially Dependent? Yes/No (Circle One)

Name: _______________________________ Relationship: Spouse Child Other: _________

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 5: Quigley Company, Inc. ("Quigley") Exposure and Significant Occupational Exposure Proof of Quigley product exposure must be enclosed as required by Section 5.7(b) of the Asbestos-Related PI Trust Distribution Procedures. (See instructions). Please photocopy this page and list separately each site, industry or occupation upon which claimant relies to establish: A. B. A. Quigley Exposure. Significant Occupational Exposure.

QUIGLEY EXPOSURE:

1. Name of Plant/Site of Exposure: ________________________________ City: __________________ State: __________________ 2. Month/Year Exposure Began: ___/___ Month/Year Exposure Ended: ___/___ 3. Occupation at time of Exposure (e.g., Laborer, etc.) ______________________________ ________________________________________________________________________ 4. Industry in which exposure occurred: ____ (Industry codes listed below.) If code is 37 (other), specify the other industry: _________________________

Industry Codes 10. 11. 12. 13. 16. 17. 18. 19. 20. 21. 23. Asbestos mining Aerospace/aviation Asbestos abatement Automobile/mechanical friction Chemical Construction trades Iron/steel Longshore Maritime Military Non-asbestos products manufacturing 24. 25. 27. 30. 31. 32. 33. 34. 36. 37. Petrochemical Insulation Railroad Shipyard-construction/repair Textile Tire/rubber Utilities Asbestos products manufacturing Building occupant/bystander Other

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5. Circumstances of Injured Party's Quigley Exposure (see Section 5.7(b) of the AsbestosRelated PI Trust Distribution Procedures for Quigley Exposure evidentiary requirements). ___________________________________ ________________________________________________________________________ B. SIGNIFICANT OCCUPATIONAL EXPOSURE

Does the Quigley exposure described above satisfy the Significant Occupational Exposure requirements contained in Asbestos-Related PI Trust Distribution Procedures Section 5.7(b)(2)? _________ Yes _________ No

If yes, there is no need to complete this section unless claimant wishes to submit such evidence for Individual Evaluation. If No, give the following information for each job site claimant is relying upon to establish the Significant Occupational Exposure requirements in the Asbestos -Related PI Trust Distribution Procedures (Please photocopy and use separate page for each job site): 1. Job Site City/State Years of Exposure

__________________________________________________________________ 2. Occupation at time of exposure: ________________________________________ 3. Industry _______ (Industry Codes listed above). If code is 37 (other), specify the other industry ___________________________________________________ 4. Indicate circumstances of exposure: a. Claimant handled raw Particulates on a regular basis __________; or b. Claimant fabricated Particulates-containing products such that the claimant in the fabrication process was exposed on a regular basis to Particulates ________; or c. Claimant altered, repaired or otherwise worked with a Particulates-containing product such that the claimant was exposed on a regular basis to Particulates ________; or d. Claimant was employed in an industry and occupation such that the claimant worked on a regular basis in close proximity to workers engaged in one or more of the above three activities. ______________

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 6: Exposure to an Occupationally Exposed Person Is the claimant alleging a Particulates-related disease resulting in whole or in part from another person's occupational exposure, such as a family member (spouse, father, sister, etc.)? Yes _____ person. No _____ If yes, Part 5 must also be completed for each occupationally exposed

Date Exposure to other person began: Date Exposure to other person Ended:

Month _______ Month _______

Year _______ Year _______

Relationship to occupationally exposed individual: I am his/her ____________________________________ (brother, son, spouse, etc.) Describe how injured party was exposed to the Quigley Company, Inc. product: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Reminder: Part 5 must be completed for occupationally exposed person.

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 7: Smoking History NOTE: This information is relevant to all claims involving Disease Level 5 (Lung Cancer I), or to claims involving Disease Level 6 (Lung Cancer II) for which Individual Review is required. Thus, this section does not need to be completed if your claim is for Disease Levels 1, 2, 3, 4, 7, 8, 9, 10 or 11. For each item, indicate whether injured party has smoked or used the given product. If cigarettes were smoked, indicate the dates they were used, and the amount per day. Indicate fractional packs as appropriate, e.g. three and one-half packs would be entered as 3.5. Has the injured party ever: Smoked Cigarettes? From ____/____ From ____/____ From ____/____ From ____/____ To: ____/____ To: ____/____ To: ____/____ To: ____/____ Yes _____ No _____

Packs per day: ____.____ Packs per day: ____.____ Packs per day: ____.____ Packs per day: ____.____

Has the injured party ever: Smoked Cigars? From ____/____ From ____/____ From ____/____ From ____/____ Yes _____ To: ____/____ To: ____/____ To: ____/____ To: ____/____ No _____

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 8: Litigation Has a lawsuit ever been filed on behalf of the injured party? Yes _____ Two- letter abbreviation of the state in which the suit was originally filed: Name of court in which suit was originally filed: _____________________________ Date on which the suit was originally filed: __________________________________ Has injured party received settlement money from Quigley Company, Inc.? Yes ____ No ____ What is the current status of this suit? Pending Dismissed Judgment Settled No _____

Please attach a photocopy of the endorsed cover sheet of the filed complaint.

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 9: Employment Information Note: This section is optional and only needs to be completed if you wish this information considered in connection with a claim to be processed by Individual Review. Current Employment Status: Full- time, outside the home Full- time, within the home Part-time, outside the home Part-time, within the home Retired Disabled Amount of last annual wages: $______,______.______ Date of last wage received: _______/_______ (Month) (Year) (Enter current month and year if currently earning work-related compensation)

W-2 and first page of Form 1040 for last year of full employment must be enclosed if lost wages are being claimed.

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UNLIQUIDATED ASBESTOS-RELATED PI CLAIMS FORM Part 10: Signature Page All claims must be signed by the claimant, or the person filing on his/her behalf (such as the personal repre sentative or attorney). I have reviewed the information submitted on this claim form and all documents submitted in support of this claim. To the best of my knowledge under penalty of perjury, the information submitted is accurate and complete.

Signature of claimant or Representative

Please print the name and relationship to the claimant of the signatory above.

Please review your submission to ensure it is complete. Death Certificate (if applicable) Certificate of Official Capacity (if personal representative is filing form) Medical Records as required by the Asbestos-Related PI Trust Distribution Procedures and as requested in the instructions Proof of Quigley Company, Inc. product exposure as required in the Asbestos-Related PI Trust Distribution Procedures and requested in the instructions. Cover sheet of filed complaint (if Part 8 is applicable). W-2 and first page of IRS form 1040 (if Part 9 is applicable).

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Disease Levels for Asbestos-Related PI Claims Other than Silica-only Claims Disease Level

(1) Mesothelioma

Scheduled Value

$100,000.00

Medical/Exposure Criteria

(A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has the diagnosis of a malignant mesothelioma, and (B) a statement from a Board -certified Pathologist, a Board-certified Oncologist, a Board-certified Internist, a Board-certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the mesothelioma, and (C) evidence of Quigley Exposure. (A) a statement by a Board-Certified Pathologist, a Board-certified Internist, a Board-certified Pulmonary Specialist or a Board -certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the asbestosis in question, and (B) either (1) a diagnosis by a Board-certified Internist, Board-certified Pulmonary Specialist, or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has pulmonary asbestosis, and a report by a Certified B-reader showing that claimant has a Chest x -ray reading of 2/1 or higher on the ILO Grade, or (2) a statement by a Boardcertified Pathologist concluding to a reasonable degree of medical certainty that more than one representative section of lung tissue otherwise uninvolved with any other process (e.g., cancer or emphysema) demonstrates a pattern of peribronchiolar or parenchymal scarring in the presence of characteristic asbestos bodies, and also that there is no other more probable explanation for the presence of the fibrosis other than asbestos exposure, and (C) Pulmonary Function Testing that shows either (1) FVC less than or equal to 65% of Predicted Value with FEV1/FVC ratio greater than or equal to 65%, or (2) TLC less than or equal to 65% of Predicted Value, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos. (A) either (1) a report by a Board-certified Pulmonary Specialist, Boardcertified Internist, or Board-certified Occupational Physician, concluding to a reasonable degree of medical certainty that claimant has pulmonary asbestosis along with a report by a Certified B-reader showing that claimant has a Chest x-ray reading of 1/1 or higher on the ILO Grade, or (2) a statement by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that more than one representative section of lung tissue otherwise uninvolved with any other process (e.g., cancer or emphysema) demonstrates a pattern of peribronchiolar or parenchymal scarring in the presence of characteristic asbestos bodies, and also that there is no other more probable explanation for the presence of the fibrosis other than asbestos exposure, or (3) a report by a Certified B -reader showing that claimant has a Chest x-ray reading of bilateral pleural disease of B2 or greater on the ILO Grade, and (B) a statement from a Boardcertified Pulmonary Specialist, a Board -certified Internist or a Boardcertified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial

(2) Severe Asbestosis

$20,000.00

(3) Asbestosis / Pleural Disease I

$2,000.00

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Disease Level

Scheduled Value

Medical/Exposure Criteria

Contributing Factor in causing the asbestos-related disease in question, and (C) Pulmonary Function Testing that show either (1) FVC less than 80% of Predicted Value with FEV1/FVC ratio greater than or equal to 65%; or (2) TLC less than 80% of Predicted Value, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos.

(4) Asbestosis/ Pleural Disease II

$250.00

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant has pulmonary asbestosis along with a report by a Certified B-reader showing the claimant has a Chest x -ray reading of l/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or if an ILO reading is not available, a Chest x-ray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease, and (B) a statement from a Board-certified Pulmonary Specialist, a Board -certified Internist or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the asbestos-related disease in question, and (C) evidence of a minimum of six months of Quigley Exposure, and (D) evidence of Significant Occupational Exposure to asbestos. (A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has a primary carcinoma of the lung, and (B) a statement from a Board-certified Pathologist, a Boardcertified Internist, a Board-certified Oncologist, a Board -certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that claimant's asbestos exposure was a Substantial Contributing Factor in causing the primary lung carcinoma in question, and (C) a report by a Certified B reader showing that the claimant has a Chest x-ray reading of 1/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or pathological evidence of asbestosis, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos, and (F) the claimant is a Non-smoker. 1 (A) a report by a Board-certified Pathologist concluding to a reasonable degree of m edical certainty that the claimant has a primary carcinoma of the lung, and (B) a statement from a Board-certified Pathologist, a Boardcertified Internist, a Board-certified Oncologist, a Board -certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's asbestos exposure was a Substantial Contributing Factor in causing the

(5) Lung Cancer I

$35,000.00

(6) Lung Cancer II

Subject to Individual Review Process

1

"Non-smoker" means to a claimant who either (a) never smoked or (b) has not smoked during any portion of the twelve (12) years immediately prior to the diagnosis of the lung cancer.

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Disease Level

Scheduled Value

Medical/Exposure Criteria

primary lung carcinoma in question, and (C) evidence of Quigley Exposure. Lung Cancer II (Disease Level 6) claims are claims that do not meet the more stringent medical and/or exposure requirements of Lung Cancer I (Disease Level 5) claims. All claims in this Disease Level will be individually evaluated. The estimated likely average of the individual evaluation awards for this level is $15,000.00, with such awards capped at $50,000.00 unless the claim qualifies for Extraordinary Claim treatment. Disease Level 6 claims that show no evidence of either an underlying Bilateral Asbestos-Related Nonmalignant Disease2 or Significant Occupational Exposure may be individually evaluated, although it is not expected that such claims will be treated as having any significant value, especially if the claimant is also a smoker. In any event, no presumption of validity will be available for any claims in this level.

(7) Other Cancer

$18,500.00

(A) a report by a Board-certified Pathologist concluding to a reasonable degree of medical certainty that the claimant has a primary colorectal, esophageal, laryngeal, pharyngeal or stomach carcinoma, and (B) a statement by a Board-certified Pathologist, a Board -certified Internist, Board-certified Oncologist, a Board-certified Pulmonary Specialist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's asbestos exposure was a Substantial Contributing Factor in causing the carcinoma in question, and (C) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or higher on the ILO Grade and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification, or if an ILO reading is not available, a Chest x-ray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease, or pathological evidence of asbestosis, and (D) evidence of a minimum of six months of Quigley Exposure, and (E) evidence of Significant Occupational Exposure to asbestos. No other Particulate-related cancer will be compensable as an "Other Cancer" under the Asbestos-Related PI Trust Distribution Procedures.

2

Evidence of "Bilateral Asbestos-Related Nonmalignant Disease" means a report by a Certified B-reader showing that the claimant has a X -ray reading of 1/0 or higher on the ILO scale and/or bilateral pleural plaques and/or bilateral pleural thickening and/or bilateral pleural calcification (or, solely for claims filed against Quigley or another asbestos defendant in the tort system prior to the Petition Date, if an ILO reading is not available, a Chest xray reading or report that finds bilateral interstitial fibrosis, and/or bilateral interstitial markings, and/or bilateral pleural plaques, and/or bilateral pleural thickening, and/or bilateral pleural calcification consistent with, or compatible with, a diagnosis of asbestos-related disease).

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Disease Levels for Silica-only Claims Disease Level

(8) Complex Silicosis/Lung Cancer

Scheduled Value

$50,000.00

Medical/Exposure Criteria

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a statement by a Board -certified Pulmonary Specialist, a Board-certified Internist, or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the bilateral silicosis in question, and (C) a report from a Certified B-reader showing that the claimant has a Chest xray reading of 1/0 or greater with rounded opacities of type p, q, or r occurring primarily in the upper lung fields on the ILO Grade, and (D) a diagnosis concluding to a reasonable degree of medical certainty (1) by a board-certified Pathologist of a primary carcinoma of the lung or (2) by a Board-certified Pulmonary Specialist of (a) tuberculosis or (b) silicoproteinosis or (c) coalescence of silicotic opacities (PMF), or (3) by a Board-certified Rheumatologist of (a) scleroderma or (b) lupus, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (E) medical documentation from (1) from a Board-certified Pathologist, a Board-certified Internist, a Board-certified Pulmonary Specialist or a Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the primary lung carcinoma in question or (2) a Board-certified Pulmonary Specialist stating to a reasonable degree of medical certainty that the claimant's Silica exp osure was a Substantial Contributing Factor in causing the tuberculosis, or silico-protenosis or coalescence of silicotic opacities (PMF), as the case may be, or, if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, or (3) a Board-certified Rheumatologist stating to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor to the development of scleroderma or lupus, as the case may be, or if the claimant is deceased, a pathology report by a Boardcertified Pathologist indicating the same, and (F) evidence of Significant Occupational Exposure to Silica, and (G) evidence of a minimum of six months of Quigley Exposure. (A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a statement by a Board -certified Pulmonary Specialist, Board-certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant's Silica exposure was a Substantial Contributing Factor in causing the Silica-related disease in question, and (C) a report from a Certified B -reader showing that the claimant has a

(9) Severe Silicosis

$15,000.00

9828051.1

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Disease Level

Scheduled Value

Medical/Exposure Criteria

Chest x-ray reading of 2/1 or greater with rounded opacities of type p, q, or r occurring primarily in the upper lung fields on the ILO Grade, and (D) Pulmonary Function Testing that show either (1) FVC less than or equal to 65% of Predicted Va lue; or (2) FEV1 less than 65% with DLCOsb less than 60%, and (E) evidence of Significant Occupational Exposure to Silica, and (F) evidence of a minimum of six months of Quigley Exposure.

(10) Silicosis I

$1,000.00.

(A) a report by a Board-certified Pulmonary Specialist, Board -certified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, and (B) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or greater with rounded opacities of type p, q or r occurring primarily in the upper lung fields on the ILO Grade, and (C) Pulmonary Function Testing that shows either (1) FVC less than or equal to 80% of Predicted Value, or (2) FEV1 less than 75% with DLCOsb less than 70%, and (D) evidence of Significant Occupational Exposure to Silica, and (E) evidence of Quigley Exposure. (A) either (1) a report by a Board-certified Pulmonary Specialist, Boardcertified Internist or Board-certified Occupational Physician concluding to a reasonable degree of medical certainty that the claimant has underlying bilateral silicosis based upon physical exam, physical history and Chest xray, or if the claimant is deceased, a pathology report by a Board-certified Pathologist indicating the same, or (2) a report by a Certified B-reader showing that the claimant has a Chest x-ray reading of 1/0 or greater with rounded opacities of type p, q or r occurring primarily in the upper lung fields on the ILO Grade, and (B) evidence of Quigley Exposure.

(11) Silicosis II

$250.00. Not subject to the Payment Percentage

9828051.1

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QUIGLEY COMPANY, INC. ASBESTOS ­RELATED PI TRUST PROOF OF CLAIM FORM PREPETITION LIQUIDATED CLAIMS Submit completed claims

Instructions for the Claim Form Complete this claim form as thoroughly and accurately as possible. Please type or print neatly. Should there be insufficient space to list all relevant information, please attach additional sheets. In addition to filing the forms that follow, please ensure the following are enclosed, if applicable: Death Certificate (if applicable) Certificate of Official Capacity (if personal representative is filing form) Documentary evidence of the Prepetition Liquidated Claim Representation If counsel represents claimant, please print or type the following information: Attorney Name: Paralegal or Contact Name: Name of Law Firm: Firm Address:

Attorney Phone: Contact Phone: Attorney's or Law Firms Tax ID Number

Fax: Fax:

9828051.1

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PREPETITION LIQUIDATED CLAIM FORM Part 1: Injured Party Information Name: Gender: Male ______ V. VI. Social Security #: Female ______ Date of Birth: _____-_____-_____ _____-_____-_____

Is injured party living? Yes _____

No ____

If injured party is living and not represented by counsel, please complete the following: Mailing address: ________________________________________ ________________________________________ Daytime Phone: ( ) _____-________

VII.

If injured party is deceased: (Death certificate must be enclosed) Date of death: _____/_____/_____ Was death asbestos related? Yes _____ No _____

VIII.

If injured party has personal representative other than, or in addition to his/her attorney, please indicate the following information for the representative (Certificate of Official Capacity must be enclosed) Name: _____________________________ Social Secur ity#: _____/_____/_____ Mailing address: _____________________________________________ _____________________________________________ Daytime Phone: ( ) _____-________ Relationship to injured Party: I am party's: _________________________ (spouse, child, other)

9828051.1

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PREPETITION LIQUIDATED CLAIM FORM Part 2: Claim Information 1. 2. 3. What was the Prepetition Liquidated Claim Value $__________ What was the date of Prepetition Liquidated Claim ____/____/____ What proof is being submitted that documents your Prepetition Liquidated Claim?

Mark an X where appropriate Binding agreement entered into prior to the September 3, 2004 Petition Date for the particular claim that is judicially enforceable by the claimant Judgment that became final and non-appealable prior to the September 3, 2004 Petition Date If you believe you have other evidence of a prepetition liquidated settlement, please describe the type of document being submitted: _____________________________________________________

9828051.1

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PREPETITION LIQUIDATED CLAIM FORM Part 3: Signature Page The claimant or the person filing on his/her behalf (such as the personal representative or attorney) must sign all claims. I have reviewed the information submitted on this claim form and all documents submitted in support of this claim. To the best of my knowledge under penalty of perjury, the information submitted is accurate and complete.

Signature of claimant or Representative

Please print the name and relationship to the claimant of the signatory above.

Please review your submission to ensure it is complete. Death Certificate (if applicable) Certificate of Official Capacity (if personal representative is filing form) Documentary evidence of the Prepetition Liquidated Claim

9828051.1

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EXHIBIT C TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

SCHEDULE OF SHARED ASBESTOS-RELATED INSURANCE POLICIES

EXHIBIT D TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

SCHEDULE OF ASBESTOS-RELATED INSURANCE SETTLEMENT AGREEMENTS

EXHIBIT E TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

AIG ASSIGNMENT AGREEMENT

[TO BE INCLUDED IN PLAN SUPPLEMENT]

EXHIBIT F TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

AMENDED BYLAWS OF REORGANIZED QUIGLEY

[TO BE INCLUDED IN PLAN SUPPLEMENT]

EXHIBIT G TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

AMENDED CERTIFICATE OF INCORPORATION OF REORGANIZED QUIGLEY

[TO BE INCLUDED IN PLAN SUPPLEMENT]

EXHIBIT H TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

ASBESTOS-RELATED PI CLAIMS SERVICES AGREEMENT

[TO BE INCLUDED IN PLAN SUPPLEMENT]

EXHIBIT I TO QUIGLEY COMPANY, INC. PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

PFIZER INSURANCE RELINQUISHMENT AGREEMENT

[TO BE INCLUDED IN PLAN SUPPLEMENT]

EXHIBIT J TO PLAN OF REORGANIZATION OF QUIGLEY COMPANY, INC. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE ____________________

PRODUCT TRANSFER AND SERVICES AGREEMENT

[TO BE INCLUDED IN PLAN SUPPLEMENT]

Information

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