The Debtor and the Plan Trustee

On and after the Effective Date, the Plan Trustee will be authorized to exercise all of the rights and powers, and will discharge all of the duties, conferred upon the Debtor under the Plan. The Case Committee has requested that the Plan Trustee be Ben S. Branch of Amherst, Massachusetts, or such other individual selected by the Debtor and consented to by the Case Committee. The Debtor has acquiesced in the Case Committee's request (subject to the consent of the Debtor and the Case Committee to the terms of Mr. Branch's engagement as Plan Trustee). A copy of Mr. Branch's resume is attached hereto as Exhibit E. The Debtor understands that Mr. Branch has requested that his compensation as Plan Trustee conform to the terms outlined below. In the event that another individual is selected as Plan Trustee, the Debtor expects that the terms of such individual's compensation as Plan Trustee will be no less favorable to the Debtor and the Estate than the proposed terms of Mr. Branch's compensation outlined below. Mr. Branch's compensation structure will not be final or binding upon the Debtor or Mr. Branch (or such other nominee) until reduced to a written contract signed by both parties. The final proposed contract with Mr. Branch (or such other nominee) will be filed with the Bankruptcy Court prior to the Voting Deadline.

Mr. Branch proposes that he would be compensated as Plan Trustee at an hourly rate of $525 and that the Plan Trustee's fees and expenses reimbursement will be paid on a monthly basis from Available Cash. Mr. Branch also proposes that the Debtor pay to him as Plan Trustee a contingency fee equal to (i) 5% of Distributions of Cash to the Holders of Allowed General Unsecured Claims after the aggregate of all prior Distributions in Cash have returned to such Holders a minimum of 25% of their respective Allowed General Unsecured Claims and (ii) 10% of Distributions of Cash to the Holders of Allowed General Unsecured Claims after the aggregate of all prior Distributions in Cash have returned to such Holders a minimum of 40% of their respective Allowed General Unsecured Claims. By way of example, if the aggregate of all Allowed General Unsecured Claims is $400 million, and if aggregate Distributions to such Holders totaled $100 million (or 25% of the total of such Claims) on a given date, then the Plan Trustee would be entitled to receive a contingency fee equal to 5% of future Distributions to such Holders. Assuming subsequent Distributions, after the first $100 million of aggregate Distributions to such Holders, aggregated $60 million, the contingency fee would be $3 million. In addition, if the aggregate of all Distributions exceeded $160 million (net of any contingency fee payments), then the Plan Trustee would earn an additional contingency fee equal to 10% of the excess. The Debtor has not as yet had discussions with Mr. Branch regarding the proposed compensation arrangement, including the contingency fee structure, and has not entered into any commitment with respect thereto, but the Debtor understands that the Case Committee does not

oppose such an arrangement. Nothing in the foregoing description is intended to imply that Allowed General Unsecured Claims will be in the range of $400 million or that the aggregate Distributions to Holders of Allowed General Unsecured Claims will be equal to, greater than or less than $100 million. For a further discussion of the significant risks associated with recoveries for creditors under the Plan, see Chapter XII (Risk Factors).

In the event of the death, resignation, incapacity, disqualification, removal or misconduct of the Plan Trustee, the Plan Committee may designate an individual to serve as a successor Plan Trustee by filing with the Bankruptcy Court a notice of such designation (in which notice the Plan Committee shall provide a background resume of such individual), provided that such individual may not be the Holder of a Claim or Equity Interest or an employee, agent or affiliate of, or counsel to, any such Holder and further provided that such designation shall be ineffective if the Bankruptcy Court determines, for cause shown and after notice and a hearing, upon any objection to such designation filed with the Bankruptcy Court by the Holder of a Claim, within ten (10) days after the filing by the Plan Committee of notice of such designation, that such individual has conflicting interests or is otherwise unsuitable to serve in a fiduciary capacity as Plan Trustee under the Plan. The Plan Trustee may be removed, with or without cause, upon motion made by the Plan Committee and approved by the Bankruptcy Court. A successor Plan Trustee will be the sole officer and sole director of the Debtor and the predecessor Plan Trustee will be deemed automatically to have resigned from such positions upon the appointment of the successor Plan Trustee.

The Debtor will retain and have all of the rights, powers and duties necessary to carry out its responsibilities under the Plan, and all such rights, powers and duties will be exercisable on behalf of the Debtor by the Plan Trustee pursuant to the Plan. Without limiting the generality of the foregoing, the Plan Trustee, acting on behalf of the Debtor, has the rights, powers, and duties of a trustee under Sections 704(a)(1), (2), (4), (5) and (7) and 1106(a)(6) and (7) of the Bankruptcy Code, and the rights and duties set forth in the Plan, and (without duplication) the following specific rights and powers (except as otherwise conditioned or limited by the Plan): (i) to employ on behalf of the Debtor or the Plan Trustee and compensate the Post-Confirmation Professionals (whether or not currently employed by the Debtor or Case Committee) pursuant to the procedures set forth in the Plan; (ii) to liquidate and collect all Estate Property; (iii) to review, investigate and (if appropriate) object to or seek equitable subordination of Claims against the Debtor and/or Estate Property; (iv) to investigate, prosecute and/or settle all Estate Causes of Action; (v) to voluntarily engage in arbitration or mediation with respect to any Estate Cause of Action; (vi) to invest the Debtor’s Cash in (a) direct obligations of the United States of America or obligations of any agency or instrumentality thereof that are guaranteed by the full faith and credit of the United States of America, (b) money market deposit accounts, checking accounts, savings accounts or certificates of deposit, or other time deposit accounts that are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof, or (c) or any other investments that may be permissible under Section 345 of the Bankruptcy Code or an order of the Bankruptcy Court; (vii) to calculate and make all Distributions to be made pursuant to the Plan; (viii) to prepare (or cause to be prepared) and file Tax returns for the Debtor; (ix) to seek estimation of contingent or unliquidated Claims under Section 502(c) of the Bankruptcy Code or determinations of Tax liabilities under Section 505 of the Bankruptcy Code; (x) to obtain financing to be used in connection with the efforts of the Plan Trustee to maximize the value of the Estate; (xi) to dissolve the Debtor in accordance with the

terms of the Plan; and (xii) to take all other actions in furtherance of the implementation of the Plan. The retention by the Plan Trustee of any Post-Confirmation Professionals (whether for the Plan Trustee or the Debtor) will be done in the ordinary course of business and will not be subject to the prior approval of the Bankruptcy Court. However, prior to or concurrently with retention of any Post-Confirmation Professional, the Plan Trustee must file a notice of such retention with the Bankruptcy Court, and such retention will be subject to review and objection by any party in interest (including the Plan Committee) that is filed within fifteen (15) days after the Plan Trustee's filing of a notice of such retention with any such objection that cannot be resolved by agreement to be determined by the Bankruptcy Court, but the mere filing of any such objection does not operate to preclude such retention.

The Plan Trustee must file with the Bankruptcy Court periodic reports (no less frequently than on an annual basis) regarding the status of the Debtor's implementation of the Plan and the discharge of his duties thereunder.

The fees and expenses of the Plan Trustee constitute Post-Confirmation Administrative Expenses and are to be paid from available funds in the Expense Reserve. The terms of retention and compensation of the Plan Trustee are to be set forth in a retention agreement as negotiated by the Debtor, in consultation with the Case Committee, and filed with the Bankruptcy Court on or before the hearing on confirmation of the Plan.

Any Post-Confirmation Professional Persons retained by the Plan Trustee are entitled to reasonable compensation for services rendered and reimbursement of expenses incurred from available funds of the Estate. The payment of fees and expenses of the Plan Trustee and any Post-Confirmation Professional retained by the Debtor or the Plan Trustee are to be made in the ordinary course of business and are not subject to the prior approval of the Bankruptcy Court. However, both the Plan Trustee and each Post-Confirmation Professional retained by the Debtor or the Plan Trustee must serve upon the Plan Committee their Professional Statements (no less frequently than on a quarterly basis). If the Plan Committee objects to the fees or expenses of any Post-Confirmation Professional, and the parties are unable to resolve the objection among themselves, the Bankruptcy Court will determine the appropriate fee to be paid or the expenses to be reimbursed to any such Post-Confirmation Professional.