Docstoc

Fifth Amended and Restated Disclosure Statement With Respect

Document Sample
Fifth Amended and Restated Disclosure Statement With Respect Powered By Docstoc
					UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re
                                                             Chapter 11
QUIGLEY COMPANY, INC.,
                                                             Case No. 04–15739 (SMB)
                                         Debtor.


      FIFTH AMENDED AND RESTATED DISCLOSURE STATEMENT WITH RESPECT TO
  QUIGLEY COMPANY, INC. FOURTH AMENDED AND RESTATED PLAN OF REORGANIZATION
     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (AS MODIFIED AS MARCH 28, 2008)

                                                           Schulte Roth & Zabel LLP

                                                           Michael L. Cook (MC 7887)
                                                           Lawrence V. Gelber (LG 9384)
                                                           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

The Fourth Amended and Restated Quigley Company, Inc. Plan of Reorganization, which is attached as Exhibit
A to this Fifth Amended and Restated Disclosure Statement, contains the Asbestos PI Channeling Injunction, the
Settling Asbestos Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the
Confidentiality Injunction and the Dividend Injunction. For a description of the acts to be enjoined and the
identity of the entities that would be subject to the Asbestos PI Channeling Injunction, the Settling Asbestos
Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality
Injunction and the Dividend Injunction, see “THE PLAN OF REORGANIZATION – Releases, Injunctions and
Discharges – The Asbestos PI Channeling Injunction, – The Settling Asbestos Insurance Entity Injunction, -- the
Non-Settling Asbestos Insurance Entity Injunction, -- The Confidentiality Injunction and the Dividend
Injunction,” and Sections 11.6, 11.7, 11.8, 11.11 and 11.12 of the Quigley Company, Inc. Fourth Amended and
Restated Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.

Dated: New York, New York
       March 28, 2008




10435708.8
                                 DISCLAIMER

ALL CREDITORS AND EQUITY INTEREST HOLDERS ARE ADVISED AND ENCOURAGED TO
READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY (INCLUDING ALL
SCHEDULES AND EXHIBITS) BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. ALL
SUMMARIES OF THE PLAN AND OTHER STATEMENTS CONTAINED IN THIS DISCLOSURE
STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE
SCHEDULES AND EXHIBITS ANNEXED TO THE PLAN AND TO THIS DISCLOSURE STATEMENT.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF
THE DATE HEREOF UNLESS OTHERWISE INDICATED, AND THERE CAN BE NO ASSURANCE
THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE
DATE HEREOF.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125
OF THE BANKRUPTCY CODE AND RULE 3016(c) OF THE FEDERAL RULES OF BANKRUPTCY
PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURI-
TIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT WAS
PREPARED TO PROVIDE HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE
DEBTOR WITH “ADEQUATE INFORMATION” (AS DEFINED IN THE BANKRUPTCY CODE) SO
THAT THEY CAN MAKE AN INFORMED JUDGMENT ABOUT THE PLAN.

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED HEREIN FOR
PURPOSES OF SOLICITING ACCEPTANCES OF THE PLAN AND MAY NOT BE RELIED UPON FOR
ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. THIS DISCLOSURE
STATEMENT SUMMARIZES CERTAIN PROVISIONS OF THE PLAN, STATUTORY PROVISIONS,
DOCUMENTS RELATED TO THE PLAN, EVENTS IN THE ABOVE-CAPTIONED CHAPTER 11 CASE,
(THE “CHAPTER 11 CASE”) AND FINANCIAL INFORMATION. ALTHOUGH THE DEBTOR
BELIEVES THAT THE PLAN AND RELATED DOCUMENT SUMMARIES ARE FAIR AND
ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET
FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. THE
DESCRIPTIONS    SET  FORTH   HEREIN   OF   THE   ACTIONS,   CONCLUSIONS,   OR
RECOMMENDATIONS OF THE DEBTOR OR ANY OTHER PARTY IN INTEREST HAVE BEEN
APPROVED BY SUCH PARTY, BUT NO SUCH PARTY MAKES ANY WARRANTY OR
REPRESENTATION REGARDING SUCH DESCRIPTIONS, AND NEITHER WARRANTS NOR
REPRESENTS THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL
INFORMATION, IS WITHOUT INACCURACY OR OMISSION.

NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN
THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT,
REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER PENDING OR
THREATENED ACTIONS, THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE AND MAY
NOT BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR
WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.

THIS DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY
PROCEEDING INVOLVING THE DEBTOR OR ANY OTHER PARTY, NOR WILL IT BE CONSTRUED
TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE
REORGANIZATION AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN THE
DEBTOR.




10435708.8
                                                                   TABLE OF CONTENTS


I.      EXECUTIVE SUMMARY WITH RESPECT TO TREATMENT OF ASBESTOS PERSONAL
INJURY CLAIMS.........................................................................................................................................................5
       A.       Generally .....................................................................................................................................................5
       B.       Trust Contributions......................................................................................................................................5
       C.       Reorganized Quigley’s Business .................................................................................................................6
       D.       How a Claimant Gets Paid from the Trust...................................................................................................6
                1.   The Trust Distribution Procedures Generally ...................................................................................6
                2.   Disease Categories and Scheduled and Maximum Values ...............................................................7
                3.   Application of the Payment Percentage ............................................................................................8
                4.   Analysis of Current and Future Claims ............................................................................................9

II.             INTRODUCTION .......................................................................................................................................9

III.            OVERVIEW OF THE PLAN....................................................................................................................14
       A.       Summary of the Plan .................................................................................................................................14
       B.       Summary of Classification and Treatment Under the Plan........................................................................15

IV.             GENERAL INFORMATION....................................................................................................................20
       A.       Description and History of Quigley’s Business.........................................................................................20
                1.    Quigley’s Beginnings .....................................................................................................................20
                2.    Quigley’s Involvement with Asbestos-Containing Materials .........................................................20
                3.    Sale of Quigley’s Refractory Business and Related Assets ............................................................20
                4.    Quigley’s Business Today ..............................................................................................................20
                5.    Asbestos and Silica Personal Injury Claims ...................................................................................21
                6.    Insurance Coverage ........................................................................................................................22
                7.    Prepetition Financing of Quigley’s Operations ..............................................................................34
       B.       Prepetition Settlement Negotiations ..........................................................................................................34
                1.     Holders of Asbestos PI Claims .......................................................................................................34
                2.     Future Demand Holders’ Representative........................................................................................40
       C.       Commencement of the Chapter 11 Case....................................................................................................40

V.              THE CHAPTER 11 CASE ........................................................................................................................41
       A.       General ......................................................................................................................................................41
       B.       Professionals Retained in the Chapter 11 Case..........................................................................................41
                1.    Quigley’s Attorneys and Advisers ..................................................................................................41
                2.    Creditors’ Committee and Future Demand Holders’ Representative .............................................42
       C.       Significant Events During the Chapter 11 Case ........................................................................................43
                1.     Stay of Asbestos and Silica Personal Injury Claims Against Pfizer ...............................................43
                2.     Employee-Related Matters .............................................................................................................44
                3.     Use of Cash Collateral and the DIP Credit Facility ........................................................................45
                4.     Real Property Matters .....................................................................................................................46
                5.     Judicial Recusal Motion..................................................................................................................46
                6.     Disclosure Requirements ................................................................................................................47
                7.     The Bar Date (for Claims other than Asbestos PI Claims) .............................................................47
                8.     The Prior Solicitation Procedures Order.........................................................................................48
                9.     The Solicitation of Acceptances and Rejections of the Third Amended Plan ................................49


10435708.8                                                                            i
             10.       The Asbestos PI Claims Estimation Order .....................................................................................49
             11.       Quigley and Pfizer’s Motion to Partially Withdraw the Reference with Respect to Confirmation 50
             12.       The Continental Adversary Proceeding ..........................................................................................50
             13.       Motion to Appoint a Trustee...........................................................................................................51
             14.       Motion to Convert Chapter 11 Case to Chapter 7 or to Dismiss Chapter 11 Case .........................51
             15.       Solicitation Procedures Motion for the Current Plan......................................................................51

VI.          THE PLAN OF REORGANIZATION......................................................................................................53
      A.     Classification and Treatment of Claims Against and Equity Interests in Quigley.....................................53
             1.     Administrative Claims ....................................................................................................................53
             2.     Fee Claims ......................................................................................................................................54
             3.     Priority Tax Claims.........................................................................................................................55
             4.     DIP Claim .......................................................................................................................................55
             5.     Class 1: Priority Claims .................................................................................................................55
             6.     Class 2: Secured Claims ................................................................................................................56
             7.     Class 3: Unsecured Claims ............................................................................................................57
             8.     Class 4: Asbestos PI Claims ..........................................................................................................58
             9.     Class 5: Equity Interests in Quigley...............................................................................................59
      B.     Conditions to Confirmation .......................................................................................................................59
      C.     Conditions Precedent to the Effective Date under the Plan .......................................................................63
             1.    Confirmation Order ........................................................................................................................63
             2.    No Request for Revocation of Confirmation Order........................................................................63
             3.    Conditions to the Confirmation Date Remain Satisfied or Have Been Waived..............................63
             4.    Execution of Documents.................................................................................................................63
             5.    Injunctions ......................................................................................................................................64
             6.    Qualified Settlement Fund Status ...................................................................................................64
      D.     Description of the Consideration Contributed to the Asbestos PI Trust and Reorganized Quigley and
             Estimate of Asbestos PI Claims.................................................................................................................64
             1.    The Insurance Relinquishment Agreement and the Quigley Insurance Transfer............................64
             2.    The Quigley Contribution to the Asbestos PI Trust........................................................................65
             3.    The Pfizer Contribution to the Asbestos PI Trust and Reorganized Quigley..................................66
             4.    Economic Consequences of Converting Quigley’s Interest in the AIG Payments Under the AIG
                   Settlement Agreement for Pfizer Annuity ......................................................................................67
             5.    Estimation of Asbestos PI Claims...................................................................................................67
      E.     Executory Contracts and Unexpired Leases ..............................................................................................68
      F.     Indemnification and Reimbursement Obligations .....................................................................................69
      G.     Corporate Reorganization Actions ............................................................................................................69
      H.     Distributions under the Plan on Account of Claims Other than Asbestos PI Claims ................................70
             1.     Generally ........................................................................................................................................70
             2.     Pro Rata Share Distributions...........................................................................................................70
             3.     Delivery of Distributions ................................................................................................................70
             4.     Fractional Cents ..............................................................................................................................70
             5.     Interest on Claims ...........................................................................................................................71
      I.     Distributions to the Asbestos PI Trust and Reorganized Quigley..............................................................71
      J.     Effect of Confirmation...............................................................................................................................71
             1.     Revesting of Reorganized Quigley’s Assets...................................................................................71
             2.     Preservation of Certain Causes of Action; Defenses ......................................................................71
             3.     Quigley Insurance Transfer ............................................................................................................72
             4.     Insurance Neutrality........................................................................................................................73
             5.     Reduction of Insurance Judgments .................................................................................................73
             6.     Terms of Injunction and Automatic Stay........................................................................................73

10435708.8                                                                       ii
             7.        Title to Asbestos PI Trust Assets ....................................................................................................73
             8.        Dissolution of Creditors’ Committee; Retention of Future Demand Holders’ Representative;
                       Creation of the Trust Advisory Committee.....................................................................................74
             9.        Avoidance and Recovery Actions...................................................................................................74
             10.       Tax Sharing Agreement ..................................................................................................................74
       K.    Releases, Injunctions and Discharges........................................................................................................75
             1.    Discharge of Quigley......................................................................................................................75
             2.    Injunction........................................................................................................................................75
             3.    Exculpation.....................................................................................................................................75
             4.    Release of Quigley’s Officers and Directors ..................................................................................76
             5.    Limited Release of Released Parties by Entities Accepting Distributions Under the Plan or
                   Asbestos PI Trust Distribution Procedures .....................................................................................76
             6.    Asbestos PI Channeling Injunction.................................................................................................76
             7.    Settling Asbestos Insurance Entity Injunction ................................................................................78
             8.    Non-Settling Asbestos Insurance Entity Injunction........................................................................79
             9.    Limitations of Injunctions...............................................................................................................80
             10. Release and Indemnification of Plan Contributors by Quigley.......................................................81
             11. Confidentiality Injunction...............................................................................................................81
             12. Dividend Injunction ........................................................................................................................81
       L.    Miscellaneous Plan Provisions ..................................................................................................................81
             1.    Modification of the Plan .................................................................................................................81
             2.    Revocation or Withdrawal of the Plan............................................................................................81
             3.    Supplemental Documents ...............................................................................................................82
             4.    Governing Law ...............................................................................................................................82
             5.    Inconsistencies................................................................................................................................82
       M.    Retention of Jurisdiction............................................................................................................................82

VII.         THE ASBESTOS PI TRUST ....................................................................................................................84
       A.    General Description of the Trust ...............................................................................................................84
             1.    Creation and Purposes of the Asbestos PI Trust .............................................................................84
             2.    The Trustees ...................................................................................................................................84
             3.    The Trust Advisory Committee ......................................................................................................85
             4.    The Future Demand Holders’ Representative.................................................................................86
             5.    Transfer of Certain Property to the Asbestos PI Trust....................................................................87
             6.    Ability to Amend Asbestos PI Trust Documents............................................................................88
             7.    Asbestos PI Trust Distribution Procedures .....................................................................................88

VIII.        CONFIRMATION AND CONSUMMATION PROCEDURE...............................................................104
       A.    Solicitation of Votes ................................................................................................................................104
       B.    Voting Deadline.......................................................................................................................................105
       C.    The Confirmation Hearing.......................................................................................................................106
       D.    Confirmation............................................................................................................................................107
             1.    Acceptance....................................................................................................................................107
             2.    Unfair Discrimination and Fair and Equitable Tests.....................................................................107
             3.    Feasibility .....................................................................................................................................108
             4.    Best Interests Test.........................................................................................................................109
       E.    Consummation.........................................................................................................................................110

IX.          MANAGEMENT AND BUSINESS OF REORGANIZED QUIGLEY .................................................110
       A.    Management of Reorganized Quigley .....................................................................................................110
             1.   Board of Directors ........................................................................................................................110

10435708.8                                                                      iii
             2.       Management Contracts .................................................................................................................110
             3.       Amendment and Restatement of Quigley’s Certificate of Incorporation and By-Laws ...............111
       B.    Business of Reorganized Quigley............................................................................................................111

X.           RISK FACTORS .....................................................................................................................................112
       A.    Overall Risks to Recovery by Holders of Claims ....................................................................................112
             1.    Certain Bankruptcy Considerations ..............................................................................................112
             2.    Quigley Transferred Insurance Rights Assigned to the Asbestos PI Trust ...................................113
             3.    Projected Financial Information ...................................................................................................113
             4.    Appointment of Different Trustees and/or Different Members of the Trust Advisory Committee
                   for the Asbestos PI Trust ..............................................................................................................113
             5.    Distributions Under the Asbestos PI Trust Distribution Procedures.............................................113
             6.    Federal Income Tax Consequences of the Plan to Quigley ..........................................................114
             7.    Risk of Post-Consummation Default ............................................................................................114
             8.    Dependence on Key Personnel .....................................................................................................114
       B.    The Asbestos PI Channeling Injunction ..................................................................................................114

XI.          CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.................................114
       A.    Consequences to Quigley ........................................................................................................................115
             1.   Cancellation of Debt .....................................................................................................................115
             2.   Treatment of the Asbestos PI Trust ..............................................................................................116
       B.    Consequences to Holders of Claims ........................................................................................................116
             1.   Consequences to the Holder of the Pfizer Secured Claim ............................................................116
             2.   Consequences to Holders of Unsecured Claims ...........................................................................117
             3.   Consequences to Holders of Asbestos PI Claims .........................................................................117
       C.    Information Reporting and Withholding .................................................................................................117

XII.         ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN........................118
       A.    Liquidation under Chapter 7....................................................................................................................118
       B.    Alternative Plan of Reorganization..........................................................................................................118

XIII.        CONCLUSION AND RECOMMENDATION.......................................................................................120




10435708.8                                                                    iv
                        I.   EXECUTIVE SUMMARY WITH RESPECT TO
                      TREATMENT OF ASBESTOS PERSONAL INJURY CLAIMS

A.   Generally

     Under the terms of Quigley’s plan of reorganization, all current and future asbestos personal injury claims that have
     been or could be asserted against Quigley will be “channeled” to a trust fund that will be created for the purpose of
     evaluating and paying such claims. In addition, all current and future asbestos personal injury claims that have been
     or could be asserted against certain companies other than Quigley, including Pfizer Inc., Quigley’s parent company,
     also will be “channeled” to the trust, but only to the extent such claims are based on Quigley’s conduct or products.
     The effect of “channeling” claims to the trust is that such claims may be pursued only through, and paid only from,
     the trust; they may not be asserted against Quigley, Pfizer and certain other companies as described fully elsewhere
     in the disclosure statement.

     As described below, the trust will be funded with assets of Pfizer and Quigley, including cash, insurance, stock, two
     annuities and dividends from Quigley’s post-Effective Date business operations. In order to conserve Quigley’s
     earnings for the benefit of the trust, Quigley will be prohibited from declaring or paying dividends while Pfizer
     continues to own Quigley’s stock. The assets in the trust will be used to pay current and future asbestos personal
     injury claimants in accordance with the terms of trust distribution procedures established under Quigley’s plan of
     reorganization. The trust’s assets are limited, and will be managed by trustees to ensure that funds are available to
     pay expected future claimants as well as current claimants. The trust’s limited assets are insufficient to pay more
     than a small percentage of each claimant’s claim amount.

     Nevertheless, Quigley believes for all the reasons detailed in this disclosure statement that there will be substantially
     more money available to pay claimants under the plan than would be the case if there were no plan and Quigley
     were forced to pay claims solely from its own assets. Specifically, Quigley estimates that only approximately $259
     million would be available for distribution in a liquidation, while, under Quigley’s plan of reorganization,
     approximately $757 million will be available. That is because, among other reasons, Pfizer is contributing
     substantial assets to the trust as part of the plan that would not be contributed if the plan were not confirmed and
     consummated. Moreover, without the settlements and distribution procedures in the plan of reorganization, there
     likely would be years of costly and time-consuming litigation involving insurance companies, creditors and others
     that could be avoided through the plan’s orderly administrative process. Absent a plan, the distributions of money to
     creditors would be delayed and, due to the costs of litigation, the amount of cash actually available for creditors
     would be reduced substantially. For this reason and others explained in detail herein, Quigley believes that each of
     its creditors who is entitled to vote should vote to accept this plan of reorganization.

     As of the date of this Disclosure Statement, there are pending (i) a motion by the U.S. Trustee to convert or dismiss
     the Chapter 11 Case and (ii) a motion by an ad hoc committee of tort claimants to appoint a trustee in the Chapter 11
     Case. Quigley believes the motions are without merit, has filed written oppositions to each and intends to
     vigorously defend itself against the allegations made by the U.S. Trustee and the ad hoc committee. For further
     information about the motions, see Sections V.C.13 and V.C.14 below.

B.   Trust Contributions

     Quigley and Pfizer will make the following contributions to the trust to fund the processing and payment of asbestos
     personal injury claims:

              •        a $50 million cash payment;

              •        $101.9 million of insurance that contains no restrictions on the payment of asbestos personal
                       injury claims;

              •        $191 million of insurance that contains restrictions on the payment of certain asbestos personal
                       injury claims;



     10435708.8                                                 5
              •        receivables owed by insurance companies to Quigley, as of the date that Quigley’s plan becomes
                       effective, for amounts that Quigley billed the insurance companies before it filed for chapter 11
                       relief (as of March 1, 2008, these receivables total $23.8 million);

              •        $24 million in cash as of March 1, 2008, which is currently in an insurance trust account jointly
                       held by Quigley and Pfizer;

              •        $4.6 million in excess cash (i.e., net of amounts required to, among other things, fund distributions
                       to holders of Allowed Claims against Quigley) that Quigley is expected to have in its accounts
                       when the trust begins operating;

              •        $405 million, paid in accordance with the terms of an annuity that Pfizer will contribute to the
                       Asbestos PI Trust on the Effective Date of Quigley’s Plan, payable in equal installments over a
                       period of 40 years, with the first installment payment payable on the date the trust begins
                       operating;

              •        $45.1 million, paid in accordance with the terms of an annuity that Pfizer will contribute to the
                       Asbestos PI Trust on the Effective Date of Quigley’s Plan, payable in equal installments over a
                       period of 41 years, with the first installment payment payable on the fifth anniversary of the
                       Effective Date;

              •        additional payments or distributions from the estates of insolvent insurers; and

              •        Quigley’s common stock, upon satisfaction of certain conditions described in Quigley’s plan of
                       reorganization.

C.   Reorganized Quigley’s Business

     Reorganized Quigley will continue to operate Quigley’s claims-handling business, which processes personal injury
     claims and settlements. Because Reorganized Quigley will be owned by the trust, the trust will benefit from any
     profits generated by Reorganized Quigley’s business operations. Quigley currently performs these functions with
     respect to all personal injury claims brought against Quigley, as well as all asbestos-related claims brought against
     Pfizer. Reorganized Quigley will continue to provide claims-handling services to Pfizer pursuant to a new five-year
     claims services agreement. Reorganized Quigley will generate $5 million in revenues per year from providing these
     services to Pfizer, or an aggregate amount of $25 million during Reorganized Quigley’s first five years of operation.
     In addition, the services of the claims-handling business is being marketed to others, and Quigley intends that the
     business will continue to grow and generate more revenues for the benefit of the trust. Quigley previously has
     received indications of interest in its claims-handling services from third parties. Quigley has reviewed these
     opportunities, and, while none have yet come to fruition, it intends to actively pursue these and/or other business
     opportunities in the future. Moreover, once the trust begins operating, it will require the services of a claims
     handling business to process claims as they are filed against it. Rather than obtaining and paying for the services of
     an outside vendor, Reorganized Quigley will provide these services to the trust. Quigley anticipates that
     Reorganized Quigley’s claims-handling business will generate approximately $3.5 million in net revenues per year
     from the trust.

D.   How a Claimant Gets Paid from the Trust

     1.       The Trust Distribution Procedures Generally

     Under Quigley’s plan of reorganization, the trust will pay claims in accordance with court-approved trust
     distribution procedures (“TDP”). The TDP describes the information claimants will have to submit to the trust to
     qualify for payment on their claims. Generally, the TDP also contains a chart showing the possible “value” of each
     claim (based on the type of disease). In most cases, claimants will be paid under an “expedited review process.”
     This process is intended to provide quick payment to claimants. To receive a payment, claimants must submit
     evidence that they were exposed to a Quigley asbestos-containing product and that they have an asbestos-related

     10435708.8                                                6
disease. The expedited review process is designed to minimize administrative costs and preserve the trust’s limited
funds for the benefit of all claimants.

Some claimants will have the option to submit their claims through a more detailed individual review process. The
individual review process is designed to accommodate claimants who, for example, believe they have special
circumstances and deserve a higher payment than would be available under the expedited review process or who
cannot meet the general requirements for documenting exposure (but can demonstrate exposure to a Quigley product
through other means). Claimants who qualify under the individual review process could receive payments that are
higher or lower than the payments allowed in the expedited review process.

Claimants also have the option of going to arbitration and/or litigation against the trust to establish their claims, but
only after they have completed the individual review process. The trust is permitted to pay only those claims that
qualify for payment under the procedures and standards of the TDP.

Claims will be processed in “First In First Out” (“FIFO”) order so that of the claims filed with the trust initially, the
oldest claims will be processed first. This means that people who filed lawsuits before Quigley filed its chapter 11
case will have their claims processed first. After the initial filing deadline (which is 6 months after the claim forms
are provided to claimants by the trust) the claims will be processed in the order they are received by the trust. The
TDP creates an exception to this FIFO processing system for claimants who have more serious diseases (like severe
asbestosis or cancer) and who require financial assistance. (These are called “Exigent Hardship Claims.”) Any
Exigent Hardship Claims will be processed first. The TDP also establishes payment guidelines that will assure that
more money is allocated to the most serious disease claims. The TDP establishes a claims payment ratio that
provides that, in each year, 83% of the amount available to pay claims in that year will be paid to the most serious
claims (i.e., the severe asbestosis and malignancy claims), and that 17% of the amount available to pay claims will
be paid to the less serious claims (i.e., asbestosis/pleural). If there are insufficient funds in any year, the claims will
be carried over to the next year for payment.

2.       Disease Categories and Scheduled and Maximum Values

The TDP establishes seven disease categories: (1) mesothelioma, (2) lung cancer 1, (3) lung cancer 2, (4) other
cancer, (5) severe asbestosis, (6) asbestosis level II, and (7) asbestosis level I. Claimants must submit specific
medical diagnosis information and test results to show that they have one of these diseases. Also, to be eligible for
payment the claimants must demonstrate that they were exposed to a Quigley asbestos-containing product and, in
most cases, that they had significant work-related exposure to asbestos.

The values for each type of disease are set forth below. These values are based on and derived from Quigley’s
historical claims experience. Of course, Quigley’s claims experience has varied over time, and the amounts paid to
resolve claims differed because of a variety of factors. The values contained in the TDP are the same values
included in Quigley’s third amended plan and were determined by the creditors’ committee and the representative of
holders of future claims to be the most appropriate values for current and future claimants.

As mentioned above, if a claim qualifies under the expedited review process, the claimant will be entitled to receive
the “scheduled value” for that disease. If the claimant elects the individual review process, then the claimant could
receive as much as the maximum value for his or her claim. In any case, however, because the trust’s assets are
limited, the trust will pay each claimant only a percentage of the scheduled or maximum value. Claimants (except
for claimants who have agreed or may agree to a lower distribution) will be paid based on the “payment
percentage,” which is described below.




10435708.8                                                  7
                                                                               Amount of              Amount of
                                                                             Scheduled Value        Maximum Value
                                                                                Paid After            Paid After
                                                                              Application of         Application of
                                           Scheduled         Maximum             Payment               Payment
             Disease Level                   Value            Value            Percentage             Percentage
Mesothelioma (Level VII)                     $200,000           $450,000           $15,000                 $33,750
Lung Cancer 1 (Level VI)                      $35,000            $90,000            $2,625                  $6,750
Lung Cancer 2 (Level V)                          None            $30,000                 —                  $2,250
Other Cancer (Level IV)                       $15,000            $30,000            $1,125                  $2,250
Severe Asbestosis (Level III)                 $35,000            $90,000            $2,625                  $6,750
Asbestosis/Pleural Disease
 (Level II)                                    $5,000             $5,000              $375                    $375
Asbestosis/Pleural Disease
 (Level I)                                     $2,000             $2,000              $150                    $150


3.       Application of the Payment Percentage

Because the trust will have a limited amount of money to pay all present and future asbestos personal injury claims,
the trust must determine how much it can pay individual claimants presently so that it can retain money for
claimants who are diagnosed with diseases in the future. The trustees are required to make the limited money last
long enough to pay all qualified claimants. This job is complicated by the fact that the number of claims that will be
asserted in the future can only be estimated and the fact that the value of certain assets available to the trust, such as
insurance and stock, must also be estimated and are not certain. The TDP requires that the trustees regularly review
the trust assets and prepare updated projections of the likely number of future claims to determine how much can be
paid to claimants each year. The trustees have to try to set the payment amounts so that all claimants, including
those claimants who assert claims 20 or 30 years from now, are paid in amounts that are as equivalent as possible
based on their disease. For these reasons, the TDP establishes what is referred to as a “payment percentage” and a
“maximum annual payment.” The payment percentage is determined by dividing the total estimated value of current
and projected future claims by the total amount of assets projected to be available to pay all claims. This percentage
is the experts’ best estimate as to what portion of each claimant’s claim value (as determined under the TDP) can be
paid to current claimants, consistent with the trust’s obligation to pay all claimants roughly the same portion of their
claims. To the extent that fewer claims are filed, either in the aggregate or in the more serious disease categories,
then the trust might be able to increase the percentage (and thereby increase the amount paid) for all claimants. If
more claims are filed than anticipated, either in the aggregate or in the more serious disease categories, then the
percentage will be reduced (but not retroactively). Additionally, if the trust is able to obtain favorable resolutions of
disputed insurance issues, then the trust may recover additional assets and in turn may increase the payment
percentage. All asbestos personal injury claims paid by the trust are subject to the payment percentage. The
maximum annual payment is determined based on the trust’s estimate of the amount of money it will have over its
expected life. The trust is required to determine the amount that it can pay out each year in light of its principal,
earnings and claim payment needs (including costs) in the future taking into account the payment percentage. The
amount determined is defined as the “maximum annual payment.” In each year, the trust’s distributions cannot
exceed the maximum annual payment.

In practice, the payment percentage will be applied as follows: Assuming that a claimant meets the disease and
exposure standards required for a particular disease under the expedited review process, then the claimant will
receive a payment equal to the scheduled value for that disease multiplied by the payment percentage then in effect.
For example, a claimant who establishes under the expedited review process that he has mesothelioma would

10435708.8                                                  8
receive an actual payment of $15,000, which is calculated by applying the payment percentage of 7.5% to the
scheduled value for the particular disease ($200,000 for mesothelioma) (7.5% × $200,000 = $15,000).
Alternatively, a claimant who elects to establish a mesothelioma claim using the individual review process could
establish a claim value as high as $450,000 (maximum value), in which case he would be paid $33,750
(7.5% × $450,000 = $33,750).

A more detailed description of Quigley’s plan of reorganization, the contributions being made to the trust and the
TDP are set forth below in Sections VI and VII.A.7.

4.       Analysis of Current and Future Claims

As of the Petition Date, Quigley believes there were approximately 212,000 asbestos personal injury claims that
either were pending against Quigley or that Quigley believed would be asserted against it. As described more fully
below, on January 31, 2006, Quigley commenced a solicitation of acceptances and rejections of a prior plan of
reorganization. As of March 31, 2006, the voting deadline, 209,171 claimants who claim to hold asbestos personal
injury claims against Quigley had voted to accept or reject the plan. Among these claimants, 7,307 stated on their
ballots that they are suffering from mesothelioma; 14,495 stated that they are suffering from lung cancer; 186,295
stated that they are suffering from another asbestos disease; and 1,074 did not identify any disease.

The general methodology described in Exhibit I yields an estimate of 261,567 future claims asserted against
Quigley. Based on the TDP values and Quigley’s historical claims experience, the total aggregate value of these
claims is estimated at $4.43 billion undiscounted and $2.66 billion discounted.

The methodology for projecting future claims consists of several steps. First, the population of individuals
occupationally exposed to asbestos is determined. This population extends from 1929 through the mid- to late
1970s. In general, this information is derived from statistics from the Department of Labor and from other data
gathered by experts from other sources, such as union records. This population can be aged and adjusted as
appropriate over time, and it can be assigned to specific industry and occupational groups. Second, based on
intensity of exposure (which is, in turn, based on the occupation/industry category) and duration of exposure (which
is based on the rate of job “turnover” in the work force), various experts have calculated the incidence of asbestos-
related malignant disease among those exposed to asbestos through work. These calculations are based on generally
accepted epidemiological studies.1 These calculations result in annual expected incidence of asbestos-related
malignant disease in the population. Third, there is an evaluation of the types of claims that have been asserted
against Quigley in the past – including the source of claims, the industries and occupations of the claimants and their
diseases. This information is compared to the population projected to contract an asbestos-related malignant disease
to determine a “rate of claiming” (i.e., the percentage of any given occupational group of individuals that historically
have asserted claims against Quigley). Fourth, because there is no epidemiological formula to predict the incidence
of non-malignant conditions, these claims are typically predicted based on the historical filing rate in comparison to
malignancy claims. Experts may also adjust such ratios to account for developments and/or changes in tort law or
the litigation environment. The estimated number of future claims likely to be asserted against Quigley is thus based
on historical filing rates and the projected future incidence of disease in the underlying population.

The value of future claims is determined based on Quigley’s historical resolution values adjusted for inflation. The
value of the current claims is determined by applying these same resolution values to the existing known claims. To
determine the aggregate value of the future claims, the estimated number of claims for each disease category is
multiplied by the resolution value for that disease type and then adjusted to account for inflation.

                                         II.       INTRODUCTION

Quigley Company, Inc. (“Quigley) hereby transmits this Disclosure Statement pursuant to section 1125 of the
Bankruptcy Code to the holders of Claims (each a “Claimant,” and, collectively, “Claimants“) and Equity Interests
in connection with: (i) the solicitation of acceptances or rejections of Quigley’s fourth amended and restated chapter

1
     In general, the incidence of mesothelioma can be “checked” periodically against actual data. The incidence of lung cancer is
     based on a determination of “excess” cancer, i.e., incidence in excess of expected underlying lung cancer rates.


10435708.8                                                     9
11 plan of reorganization, dated March 28, 2008 (as it may be amended, supplemented, or modified from time to
time, the “Plan“), filed with the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court“), and (ii) the hearing on confirmation of the Plan (the “Confirmation Hearing“) scheduled for
September 4, 2008 at 10:00 a.m. Unless otherwise defined herein, all capitalized terms contained in this
Disclosure Statement shall have the meanings ascribed to them in the Plan.

Attached as Exhibits to this Disclosure Statement are the following documents:

         1.      the Plan (Exhibit A);

         2.      the Solicitation Procedures Order (with the Solicitation Procedures attached) (each as defined
                 below) (Exhibit B);

         3.      Financial Appendix (Exhibit C);

         4.      Schedule of Shared Asbestos Insurance Policies (Exhibit D);

         5.      Schedule of Shared Asbestos-Excluded Insurance Policies (Exhibit E)

         6.      Schedule of receivables owed by insurance companies (other than the AIG Companies) to Quigley
                 for asbestos personal injury claims billed prior to the Petition Date (Exhibit F);

         7.      Schedule of Shared Asbestos-Excluded Claims-Made Insurance Policies (Exhibit G);

         8.      Liquidation Analysis (Exhibit H); and

         9.      Summary of Analysis of HR&A, Estimation Experts to Future Demand Holder’s Representative
                 (Exhibit I).

In addition, a Ballot for accepting or rejecting the Plan is enclosed with this Disclosure Statement if you or your
clients, if you are counsel to asbestos personal injury claimants, are entitled to vote to accept or reject the Plan.




10435708.8                                               10
Certain Exhibits to the Plan are included with this Disclosure Statement. The remaining Exhibits to the Plan
will be contained in a separate exhibit volume, the Plan Supplement, which will be filed with the Clerk of the
Bankruptcy Court at least five (5) Business Days prior to August 4, 2008, the deadline established by the
Bankruptcy Court for filing and serving objections to confirmation of the Plan. The Plan Supplement will be
available for inspection in the office of the Clerk of the Bankruptcy Court during normal court hours and at
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:

                           Wells Fargo Trumbull
                           P.O. Box 721
                           Windsor, CT 06095-0721
                           (860) 687-7579
                           (quigleyreorg@wftrumbull.com)

On March 28, 2008, the Bankruptcy Court entered the Solicitation Procedures Order approving, among other things:
(a) this Disclosure Statement as containing information of a kind and in sufficient detail to enable hypothetical,
reasonable investors typical of the Claimants and Equity Interest holders to make an informed judgment as to
whether to accept or reject the Plan; and (b) the voting and solicitation procedures set forth in the Ballot
accompanying this Disclosure Statement. Among other things, these procedures (i) designate which Claimants and
holders of Equity Interests are entitled to vote on the Plan and (ii) establish certain procedures governing the
solicitation and tabulation of Ballots.

THE BANKRUPTCY COURT’S APPROVAL OF THIS DISCLOSURE STATEMENT CONSTITUTES
NEITHER A GUARANTY OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED HEREIN NOR A DETERMINATION AS TO THE FAIRNESS OR THE MERITS OF THE
PLAN. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”), NOR HAS THE SEC
PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

Each Claimant and Equity Interest holder entitled to vote to accept or reject the Plan should read this Disclosure
Statement and the Plan in their entirety before voting on the Plan.

Under the Bankruptcy Code, only classes of Claims or Equity Interests that are “impaired,” but are entitled to
receive a distribution of, or retain, property under the Plan, are entitled to vote to accept or reject the Plan. The
Claims in each of Classes 2.01, 3 and 4 and the Equity Interests in Class 5 of the Plan are Impaired (see “THE
PLAN OF REORGANIZATION — Classification of Claims and Equity Interests,” for a description of these
classes) and holders of these Claims and Equity Interests are entitled to vote on the Plan in accordance with the
Solicitation Procedures. Holders of Claims and Equity Interests in Classes 2.01, 3, 4, and 5 may vote by completing
and mailing the enclosed Ballot to the address set forth on the Ballot so that it is received by 5:00 p.m., New York
City time, on June 10, 2008 (the “Voting Deadline“). Solely with respect to holders of Class 4 Claims, counsel for
holders of such Claims may vote by completing and mailing a Master Ballot in compliance with the Solicitation
Procedures. If you have any questions about the type of Ballot you received, please call Quigley’s balloting and
solicitation agent, Wells Fargo Trumbull (the “Ballot Agent“), at (860) 687-7579.

If you did not receive a Ballot, it is because Quigley believes that you are not entitled to vote on the Plan or because
you are an individual holder of an Asbestos PI Claim. Because Quigley does not have records of the addresses of
the overwhelming majority of individual holders of Asbestos PI Claims, in accordance with the Solicitation
Procedures Order, this Disclosure Statement and a form of Ballot and Master Ballot is being sent to counsel of
record for holders of Asbestos PI Claims listed on Quigley’s schedules of assets and liabilities and the statements of
financial affairs filed with the Bankruptcy Court (as such schedules and statements may be amended or
supplemented from time to time, the “Schedules“). The Solicitation Procedures Order also provides that counsel of
record for holders of Asbestos PI Claims not listed on the Schedules as well as individual holders of such Claims
may request a copy of this Disclosure Statement in writing from Quigley or the Ballot Agent. The Solicitation
Procedures also provide special procedures for voting by counsel on behalf of holders of Asbestos PI Claims (if, as,
and to the extent such counsel are authorized to do so) or voting by individual holders of Asbestos PI Claims.


10435708.8                                                11
Please review the voting procedures accompanying the Ballot for detailed instructions regarding how to vote with
respect to Asbestos PI Claims.



             The following Persons and Entities are NOT entitled to vote on the Plan and, therefore,
             have not received Ballots with this Disclosure Statement:

                     •    Holders of Administrative Claims

                     •    Holders of Secured Bond Claims

                     •    Holders of Priority Tax Claims

                     •    Holders of Priority Claims

                     •    Claimants whose Claims have been disallowed in their entirety

                     •    Claimants whose Claims are the subject of pending objections or are
                          unliquidated, disputed or contingent (other than holders of Asbestos PI
                          Claims) and thus are not allowed for voting purposes


If you believe that you are the holder of a Claim not listed above and you did not receive a Ballot, received a
damaged Ballot, or lost your Ballot, please call Wells Fargo Trumbull, at (860) 687-7579.

If you are not entitled to vote solely because your Claim is the subject of a pending objection or because your claim
is unliquidated, disputed or contingent (and is not an Asbestos PI Claim), you may apply to the Bankruptcy Court
for an order under Bankruptcy Rule 3018(a) allowing your Claim for voting purposes only. Under the terms of the
Solicitation Procedures Order, any such motions must be filed and served by May 27, 2008. If you timely file such
a motion, you will be provided a Ballot and be permitted to cast a provisional vote to accept or reject the Plan. If
you timely filed and served a motion under Bankruptcy Rule 3018(a) seeking the temporary allowance of your claim
for voting purposes only with respect to Quigley’s third amended plan of reorganization, and if the Bankruptcy
Court did not resolve your motion prior to May 27, 2008, the date on which such a motion must otherwise be filed
with respect to the Plan, you are deemed to have satisfied these requirements and you will be provided a Ballot and
permitted to cast a provisional vote to accept or reject the Plan. If and to the extent you wish to raise additional
arguments in favor of the temporary allowance of your claim for voting purposes only, you may file and serve a
supplement to your previously filed motion prior to May 27, 2008.

Quigley is seeking acceptance of the Plan by Classes 2.01, 3, 4 and 5. The Bankruptcy Code defines “acceptance”
of a plan by a class of Claimants as acceptance by holders of at least two-thirds in dollar amount and more than
one-half in number of the Claims of that class that actually vote to accept or reject the plan. The Bankruptcy Code
defines “acceptance” of a plan by a class of equity interests as acceptance by at least two-thirds in amount of the
interests of that class that have actually voted to accept or reject a plan. In addition, section 524(g) of the
Bankruptcy Code provides that in connection with confirmation of a plan seeking a channeling injunction under that
section, such as the Asbestos PI Channeling Injunction and the Settling Asbestos Insurance Entity Injunction
contained in the Plan, the Bankruptcy Court may issue such an injunction only if: (a) the holders of the claims to be
channeled under the injunction are classified separately under the plan; and (b) at least 75% of the holders of the
claims in that class who actually vote on the plan vote to accept the plan. For a more complete description of the
requirements for acceptance of the Plan. See “CONFIRMATION AND CONSUMMATION PROCEDURE.”

ONCE CONFIRMED BY THE BANKRUPTCY COURT, THE PLAN WILL BIND ALL HOLDERS OF
CLAIMS AGAINST AND EQUITY INTERESTS IN QUIGLEY, WHETHER OR NOT THEY ARE
ENTITLED TO VOTE OR DID VOTE ON THE PLAN AND WHETHER OR NOT THEY RECEIVE OR
RETAIN ANY DISTRIBUTIONS OR PROPERTY UNDER THE PLAN.         THUS, YOU ARE
ENCOURAGED TO READ THIS DISCLOSURE STATEMENT CAREFULLY. IN PARTICULAR,

10435708.8                                               12
HOLDERS OF IMPAIRED CLAIMS AND EQUITY INTERESTS WHO ARE ENTITLED TO VOTE ON
THE PLAN ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT, THE PLAN AND THE
EXHIBITS AND SCHEDULES TO THE PLAN AND TO THE DISCLOSURE STATEMENT
CAREFULLY AND IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR TO REJECT THE
PLAN.

After carefully reviewing this Disclosure Statement, including the exhibits, each Claimant or Equity Interest holder
in an Impaired Class that is entitled to vote (and each attorney voting on behalf of holders of Class 4 Asbestos PI
Claims) should vote on the enclosed Ballot and return the Ballot in the envelope provided so that it is actually
received by the Voting Deadline — 5:00 p.m., New York City time, on June 10, 2008. If you have a Claim in more
than one Class and you are entitled to vote Claims in more than one Class, you will receive and must complete
separate Ballots for each Claim.

All Claimants and attorneys voting on behalf of Claimants should vote and return their Ballots to the Ballot Agent at
one of the following two addresses:

     BY HAND DELIVERY, COURIER OR                             BY U.S. MAIL:
     OVERNIGHT MAIL:                                          Wells Fargo Trumbull
     Wells Fargo Trumbull                                     P.O. Box 721
     4 Griffin Road North                                     Windsor, CT 06095-0721
     Windsor, CT 06095-1511                                   (Attn: Quigley Company, Inc.)
     (Attn: Quigley Company, Inc.)

If you have any questions about the procedure for voting your Claim or Equity Interest or with respect to the
package of materials that you have received, please call the Ballot Agent, Wells Fargo Trumbull, at (860) 687-
7579.

TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AND ACTUALLY RECEIVED
AT THE APPROPRIATE ADDRESS BY THE VOTING DEADLINE — 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 10, 2008. BALLOTS MUST BE DELIVERED BY MAIL, COURIER, OR DELIVERY
SERVICE. FACSIMILE BALLOTS WILL NOT BE ACCEPTED OR COUNTED. ANY COMPLETED
BALLOTS RECEIVED THAT DO NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF
THE PLAN OR THAT INDICATE BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN WILL
NOT BE COUNTED. BALLOTS DELIVERED TO THE BANKRUPTCY COURT, QUIGLEY OR ANY
PERSON OR ENTITY OTHER THAN THE BALLOT AGENT, WELLS FARGO TRUMBULL, WILL
NOT BE COUNTED.

             QUIGLEY BELIEVES THAT THE PLAN PROVIDES THE BEST POSSIBLE
             RECOVERIES TO CURRENT CLAIMANTS AND FUTURE DEMAND HOLDERS
             AND THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF
             CURRENT CLAIMANTS AND FUTURE DEMAND HOLDERS. ACCORDINGLY
             QUIGLEY RECOMMENDS THAT YOU VOTE TO ACCEPT THE PLAN.


Pursuant to section 1128 of the Bankruptcy Code, the Confirmation Hearing will commence on September 4, 2008,
at 10:00 a.m. (New York City time) or as soon thereafter as counsel may be heard, in Room 723 of the Alexander
Hamilton Custom House, One Bowling Green, New York, New York 10004. The Bankruptcy Court has directed
that objections, if any, to confirmation of the Plan be served and filed on or before August 4, 2008 at 5:00 p.m. (New
York City time), in the manner described below in “CONFIRMATION AND CONSUMMATION PROCEDURE
— The Confirmation Hearing.” The Confirmation Hearing may be adjourned from time to time by the Bankruptcy
Court without further notice except for an announcement of the adjournment date made at the Confirmation Hearing
or at any subsequent adjourned date of the Confirmation Hearing.




10435708.8                                               13
                                     III.     OVERVIEW OF THE PLAN

     On March 28, 2008, Quigley filed the Plan, which sets forth the manner in which Claims and Demands against and
     Equity Interests in Quigley will be treated following Quigley’s emergence from chapter 11. This Disclosure
     Statement describes certain aspects of the Plan, Quigley’s past, present, and future operations, significant events
     occurring during the Chapter 11 Case, and related matters. This overview is intended solely as a summary of the
     classification and treatment of Claims and Equity Interests in the Plan and is qualified in its entirety by reference to
     the Plan, a copy of which is included as Exhibit A. Capitalized terms used in this overview and not otherwise
     defined herein have the meanings ascribed to them in the Plan, this Disclosure Statement, the Bankruptcy Code, or
     the Bankruptcy Rules, as the case may be.

     FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD READ THIS DISCLOSURE
     STATEMENT, THE PLAN, AND THE SCHEDULES AND EXHIBITS THERETO IN THEIR ENTIRETY.
     FOR A COMPLETE DESCRIPTION OF THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS
     AGAINST AND EQUITY INTERESTS IN QUIGLEY, PLEASE SEE SECTION V, “THE PLAN OF
     REORGANIZATION.”

     THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE
     PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS RELATED TO THE PLAN,
     CERTAIN EVENTS IN THE CHAPTER 11 CASE AND CERTAIN FINANCIAL INFORMATION
     REGARDING QUIGLEY AND REORGANIZED QUIGLEY. ALTHOUGH QUIGLEY BELIEVES THAT
     THE PLAN, RELATED DOCUMENT AND STATUTORY PROVISION SUMMARIES ARE FAIR AND
     ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET
     FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL
     INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY
     QUIGLEY’S MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. QUIGLEY IS
     UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN,
     INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY INACCURACY OR OMISSION.

     NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR
     LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING
     INVOLVING QUIGLEY OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE
     TAX OR OTHER LEGAL EFFECTS OF QUIGLEY’S REORGANIZATION OR THE PLAN. YOU
     SHOULD CONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR ON ANY QUESTIONS OR
     CONCERNS RESPECTING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN.

     CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS
     NATURE FORWARD-LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS, AND PROJECTIONS
     THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL FUTURE RESULTS. FURTHER,
     EXCEPT AS OTHERWISE SPECIFICALLY AND EXPRESSLY STATED HEREIN, THIS DISCLOSURE
     STATEMENT DOES NOT REFLECT ANY EVENTS THAT MAY OCCUR SUBSEQUENT TO THE
     DATE HEREOF. WHILE SUCH EVENTS COULD HAVE A MATERIAL IMPACT ON THE
     INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, QUIGLEY DOES NOT INTEND
     TO UPDATE THIS DISCLOSURE STATEMENT TO REFLECT SUCH OCCURRENCES.
     ACCORDINGLY, NEITHER THE FILING NOR DELIVERY OF THIS DISCLOSURE STATEMENT
     SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION HEREIN IS CORRECT
     OR COMPLETE AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

     EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN
     HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC ACCOUNTANT AND HAS NOT BEEN
     PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

A.   Summary of the Plan

     The primary purpose of the Plan and the Chapter 11 Case is to accomplish a reorganization of Quigley that provides
     a fair, equitable and reasonable treatment to all holders of Claims and Equity Interests and, in particular, holders of

     10435708.8                                                14
     Asbestos PI Claims, including both present Claimants and holders of future Demands. In addition to certain
     unclassified Claims, the Plan designates five (5) Classes — four Classes of Claims (including Class 2 which has five
     sub-classes) and one Class of Equity Interests in Quigley (which are held by Pfizer Inc. (“Pfizer“), Quigley’s sole
     shareholder). These Classes take into account the differing nature and priority under the Bankruptcy Code of the
     various Claims and Equity Interests.

     The Plan resolves Quigley’s liability for all Asbestos PI Claims (Class 4) by channeling them to the Asbestos PI
     Trust to be established on the Effective Date of the Plan. In exchange for the consideration to be contributed by
     Pfizer and Quigley to the Asbestos PI Trust pursuant to the terms of the Plan (see “THE PLAN OF
     REORGANIZATION — Description of the Consideration Contributed to the Asbestos PI Trust and Reorganized
     Quigley and Estimate of Asbestos PI Claims”), the Asbestos PI Trust will assume and be responsible for all liability
     for Asbestos PI Claims and certain other obligations associated with the Quigley Transferred Insurance Rights and
     the Insurance Relinquishment Agreement. All Asbestos PI Claims will be determined and paid pursuant to the
     terms, provisions, and procedures of the Asbestos PI Trust, the Asbestos PI Trust Distribution Procedures, and the
     Asbestos PI Trust Agreement. In addition, as described below in “THE PLAN OF REORGANIZATION –
     Releases, Injunctions and Discharges — The Asbestos PI Channeling Injunction,” holders of Asbestos PI Claims
     will be permanently enjoined from pursuing their Asbestos PI Claims against Reorganized Quigley and certain other
     parties, including Pfizer and the other Pfizer Protected Parties, to the extent that their Asbestos PI Claims against the
     Pfizer Protected Parties are derivative of Quigley’s business. ASBESTOS PI CLAIMS AGAINST PFIZER AND
     OTHER PFIZER PROTECTED PARTIES WILL BE CHANNELED TO THE ASBESTOS PI TRUST
     UNDER THE PLAN ONLY TO THE EXTENT SUCH CLAIMS ARE BASED ON ALLEGATIONS THAT
     PFIZER OR ANOTHER PFIZER PROTECTED PARTY IS DIRECTLY OR INDIRECTLY LIABLE FOR
     THE CONDUCT OF, CLAIMS AGAINST, OR DEMANDS ON QUIGLEY. In other words, only Asbestos PI
     Claims against Pfizer and other Pfizer Protected Parties that are derivative of Quigley will be channeled to the
     Asbestos PI Trust. Non-derivative claims against Pfizer and other Pfizer Protected Parties will not be channeled to
     the Asbestos PI Trust and will survive confirmation and consummation of the Plan. Further, as described in “THE
     PLAN OF REORGANIZATION – Releases, Injunctions and Discharges — The Settling Asbestos Insurance Entity
     Injunction and The Non-Settling Asbestos Insurance Entity Injunction,” from and after the Effective Date of the
     Plan, all holders of Asbestos PI Claims will be permanently enjoined from pursuing their Asbestos PI Claims against
     Settling Asbestos Insurance Entities and Non-Settling Asbestos Insurance Entities. Quigley believes that the
     consideration that Pfizer and Quigley will contribute to the Asbestos PI Trust for ultimate distribution to holders of
     Asbestos PI Claims pursuant to the Asbestos PI Trust Distribution Procedures and the other contributions being
     made to Reorganized Quigley or the Asbestos PI Trust, will result in a greater recovery for holders of such Claims
     than would otherwise be available absent such contributions, procedures, and channeling injunctions.

B.   Summary of Classification and Treatment Under the Plan

     The Plan classifies Claims against and Equity Interests in Quigley for all purposes, including voting, confirmation,
     and distribution, as set forth below. The table is only a summary of the classification and treatment of Claims and
     Equity Interests under the Plan. Reference should be made to the entire Disclosure Statement and the Plan for a
     complete description of each classification and treatment.




     10435708.8                                                 15
                                                                            ENTITLED   ESTIMATED
CLASS               TREATMENT                                  STATUS       TO VOTE?   RECOVERY

Class 1: Priority   Paid in full, in Cash, on the later of the Unimpaired   No         100%
Claims              Initial Distribution Date or as soon as
                    practicable after such Priority Claim
                    becomes Allowed.

Class 2: Secured    Class 2 consists of separate subclasses
Claims              for each Secured Claim. Each subclass
                    is deemed to be a separate class for all
                    purposes under the Bankruptcy Code.

Class 2.01: Pfizer Pfizer, as the sole holder of the Pfizer Impaired        Yes        54%
Secured Claim      Secured Claim, will receive Cash equal
                   to 100% of the amount of the Allowed
                   Pfizer Secured Claim less an amount
                   equal to $30 million, which Pfizer has
                   agreed to forgive as part of its
                   contribution to the Asbestos PI Trust.

Class 2.02: Reaud On the Effective Date, the Reaud Unimpaired               No         100%
Secured Claim     Claimants, as the holders of the Reaud
                  Secured Claim, will be entitled to
                  proceed with the Pending Appeal of the
                  judgment underlying the Reaud Secured
                  Claim to Final Judgment as provided for
                  under the terms of the Reaud Bond and
                  in accordance with applicable law. If the
                  Final Judgment is ultimately entered
                  against Quigley or Reorganized Quigley,
                  as the case may be, the Reaud Claimants
                  will be entitled to seek payment of the
                  Final Judgment from the Reaud Bond.
                  If, after application of the amounts
                  received on account of the Reaud Bond
                  to the Final Judgment, the Reaud
                  Claimants hold an Asbestos PI
                  Deficiency Claim, the sole recourse of
                  the Reaud Claimants for such Asbestos
                  PI Deficiency Claim will be to proceed
                  against the Asbestos PI Trust in
                  accordance with the Asbestos PI Trust
                  Distribution Procedures. If the Final
                  Judgment ultimately reverses any extant
                  judgment against Quigley, then any
                  remaining Asbestos PI Claim that any of
                  the Reaud Claimants may have will
                  automatically and without further act,
                  deed or court order be channeled to and
                  assumed by the Asbestos PI Trust in
                  accordance with and to the extent set
                  forth in Articles IX and XI of the Plan.



10435708.8                                             16
                                                                        ENTITLED   ESTIMATED
CLASS              TREATMENT                              STATUS        TO VOTE?   RECOVERY
Class 2.03:        On the Effective Date, Hatchett, as the Unimpaired   No         100%
Hatchett Secured   holder of the Hatchett Secured Claim,
Claim              will be entitled to proceed with the
                   Pending Appeal of the judgment
                   underlying the Hatchett Secured Claim
                   to Final Judgment as provided for under
                   the terms of the Hatchett Bond and in
                   accordance with applicable law. If the
                   Final Judgment is ultimately entered
                   against Quigley or Reorganized Quigley,
                   as the case may be, Hatchett will be
                   entitled to seek payment of the Final
                   Judgment from the Hatchett Bond. If,
                   after application of the amounts received
                   on account of the Hatchett Bond to the
                   Final Judgment, Hatchett holds an
                   Asbestos PI Deficiency Claim, the sole
                   recourse of Hatchett for such Asbestos
                   PI Deficiency Claim will be to proceed
                   against the Asbestos PI Trust in
                   accordance with the Asbestos PI Trust
                   Distribution Procedures. If the Final
                   Judgment ultimately reverses any extant
                   judgment against Quigley, then any
                   remaining Asbestos PI Claim that
                   Hatchett may have will automatically
                   and without further act, deed or court
                   order be channeled to and assumed by
                   the Asbestos PI Trust in accordance with
                   and to the extent set forth in Articles IX
                   and XI of the Plan.




10435708.8                                          17
                                                                       ENTITLED   ESTIMATED
CLASS              TREATMENT                             STATUS        TO VOTE?   RECOVERY
Class 2.04: Sherry On the Effective Date, Sherry, as the Unimpaired    No         100%
Secured Claim      holder of the Sherry Secured Claim, will
                   be entitled to proceed with the Pending
                   Appeal of the judgment underlying the
                   Sherry Secured Claim to Final Judgment
                   as provided for under the terms of the
                   Sherry Bond and in accordance with
                   applicable law. If the Final Judgment is
                   ultimately entered against Quigley or
                   Reorganized Quigley, as the case may
                   be, Sherry will be entitled to seek
                   payment of the Final Judgment from the
                   Sherry Bond. If, after application of the
                   amounts received on account of the
                   Sherry Bond to the Final Judgment,
                   Sherry holds an Asbestos PI Deficiency
                   Claim, the sole recourse of Sherry for
                   such Asbestos PI Deficiency Claim will
                   be to proceed against the Asbestos PI
                   Trust in accordance with the Asbestos PI
                   Trust Distribution Procedures. If the
                   Final Judgment ultimately reverses any
                   extant judgment against Quigley, then
                   any remaining Asbestos PI Claim that
                   Sherry may have will automatically and
                   without further act, deed or court order
                   be channeled to and assumed by the
                   Asbestos PI Trust in accordance with
                   and to the extent set forth in Articles IX
                   and XI of the Plan.

Class 2.05: Other On the Effective Date, any holder of an Unimpaired   No         100%
Secured Bond      Other Secured Bond Claim will be
Claims            entitled to the same treatment as the
                  holders of the Secured Claims in Classes
                  2.02 through 2.04.

Class 3:           Paid on or before the later of (a) the Impaired     Yes        7.5%
Unsecured Claims   Initial Distribution Date, and (b) the date
                   such Unsecured Claim becomes
                   Allowed, or as soon after such date as
                   practicable, in Cash in an amount equal
                   to the Allowed Amount of such
                   Unsecured Claim multiplied by the
                   Payment Percentage on the Effective
                   Date.




10435708.8                                         18
                                                                                   ENTITLED        ESTIMATED
CLASS                 TREATMENT                                  STATUS            TO VOTE?        RECOVERY
Class 4: Asbestos All Asbestos PI Claims will be Impaired                          Yes             unknown
PI Claims         channeled to the Asbestos PI Trust,
                  which will be funded pursuant to
                  section 9.3 of the Plan, and will be paid
                  pursuant to the terms, provisions and
                  procedures of the Plan, the Asbestos PI
                  Trust Agreement, the Asbestos PI Trust
                  and the Asbestos PI Trust Distribution
                  Procedures.

Class 5: Pfizer’s     On the Stock Transfer Date, Pfizer, as Impaired              Yes             n/a
Equity Interests in   the sole holder of the Equity Interests,
Quigley               will transfer the common stock of
                      Reorganized Quigley to the Asbestos PI
                      Trust.


Pursuant to Section 12.1(c) of the Plan, it is a condition to confirmation of the Plan that at least 75% of the holders
of Asbestos PI Claims who actually vote on the Plan must have voted to accept the Plan. The conditions to
confirmation also include (i) a condition that the Confirmation Order contain findings consistent with those required
by section 524(g) of the Bankruptcy Code, which contains the requirements for issuance of a “channeling
injunction” of the type provided for under the Plan (see “THE PLAN OF REORGANIZATION — Conditions to
Confirmation”, “THE PLAN OF REORGANIZATION — Releases, Injunctions and Discharges — The Asbestos PI
Channeling Injunction,” and “THE PLAN OF REORGANIZATION — Releases, Injunctions and Discharges —
The Settling Asbestos Insurance Entity Injunction”) and (ii) a condition that any order entered by the Bankruptcy
Court or the District Court that modifies, clarifies, or interprets the scope of the Preliminary Injunction Order or the
Asbestos PI Channeling Injunction must be in form and substance acceptable to Quigley and Pfizer.. Only Quigley,
with the written consent of Pfizer, and after consulting with the Creditors’ Committee and the Future Demand
Holders’ Representative, may waive any of these conditions to confirmation of the Plan.

If the Plan is confirmed by the Bankruptcy Court and the Confirmation Order is affirmed by the District Court, the
Plan will become effective on the first Business Day following the date by which all of the conditions precedent to
the effectiveness of the Plan have been satisfied or waived (the “Effective Date“). For purposes of this Disclosure
Statement, Quigley has assumed that the Effective Date will be on or about September 1, 2008. However, because
satisfaction of many of the conditions to the occurrence of the Effective Date is not within Quigley’s sole control or
discretion, there can be no guarantee that the Effective Date will occur by that date.

Under the Plan, Distributions on account of all then-Allowed Claims (other than Asbestos PI Claims) will
commence within thirty (30) days of the Effective Date and Distributions will only be made on account of Disputed
Claims after, and to the extent that, they become Allowed Claims. Distributions to holders of Asbestos PI Claims
will be made in accordance with the Asbestos PI Trust Distribution Procedures. The timing of such distributions
will be established by the Trustees pursuant to the Asbestos PI Trust Agreement and the Asbestos PI Trust
Distribution Procedures described below (see “THE ASBESTOS PI TRUST—General Description of the Asbestos
PI Trust”).




10435708.8                                                19
                                     IV.       GENERAL INFORMATION

A.   Description and History of Quigley’s Business

     1.       Quigley’s Beginnings

     Quigley was founded by Wirt Quigley in 1916 as a refractory company. Quigley developed, produced and marketed
     a broad range of refractories and related products to the iron, steel, power generation, petroleum, chemical and glass
     industries. After the early 1950s, taking advantage of the steel consuming needs of a burgeoning U.S. economy and
     the post-war rebuilding of Europe, Quigley’s primary business was the sale of a line of specialty formulated
     monolithic refractory materials to the steelmaking industry. A typical Quigley product was Roofchrome, a
     non-asbestos, monolithic slurry that significantly extended the useful life of the then-standard open-hearth furnace,
     thereby both increasing steel making capacity and reducing the cost of production. Quigley’s products were
     marketed in the United States and Canada as well as in Europe and East Asia. On or about August 25, 1968, Chas.
     Pfizer & Co., Inc. (now known as Pfizer Inc.) acquired Quigley’s stock as part of an effort by Pfizer to expand its
     minerals business.

     2.       Quigley’s Involvement with Asbestos-Containing Materials

     From around the time of World War II until the early 1970’s, when OSHA regulations related to asbestos were
     enacted, Quigley made and/or sold a small number of products containing asbestos, including Damit and various
     forms of Insulag and Panelag. Virtually all asbestos personal injury claims against Quigley are based on alleged
     exposure to Insulag and/or Panelag. Insulag and Panelag were minor, low-cost, low-volume, narrow application
     products primarily used for a short period of time in the steelmaking and power generation industries, respectively.
     Insulag contained a small amount of asbestos (5.62% in wet form; 9.7% in dry form). Panelag also contained a
     small amount of asbestos (12% in wet form; 20% in dry form). Insulag was applied in a slow, wet stream primarily
     to coat, protect and seal vertical surfaces, such as the open-hearth’s cellar-level checker chamber bulkheads after
     cleaning. Panelag typically was trowelled on or cast into blocks to enclose steam generators. The application of
     these products created only a minimal amount of dust (and virtually none, if any, of it asbestos) because of their
     moisture levels, compositions and the manner in which they were applied. Sales of asbestos-containing products,
     including Damit and various forms of Insulag and Panelag, accounted for less than 1% of Quigley’s total sales.
     Nevertheless, these products allegedly have given rise to numerous personal injury claims, as described below.

     3.       Sale of Quigley’s Refractory Business and Related Assets

     In 1992, Pfizer decided to concentrate more closely on its core health care business and to divest itself of its
     minerals, pigments, and metals businesses. Toward that end, Quigley exited the refractories business when Minteq
     International, Inc. (“Minteq“) acquired substantially all of Quigley’s assets and assumed certain of Quigley’s
     liabilities in September 1992. Quigley, however, retained all of its present and future liabilities stemming from
     products it sold prior to the sale of its business to Minteq, including liability for present and future asbestos personal
     injury claims. The net proceeds from the sale of Quigley’s assets were used principally to fund payments with
     respect to personal injury claims against Quigley.

     4.       Quigley’s Business Today

     Quigley operates a Claims Handling Unit, which processes settlements for claims asserted against itself and Pfizer.
     Pfizer currently pays Quigley $50,000 per month for these claims handling services. Upon emergence from chapter
     11, Reorganized Quigley and Pfizer will execute a new five-year claims services agreement (the “Pfizer Claims
     Services Agreement”), pursuant to which Reorganized Quigley will continue to service and process asbestos related
     claims brought against Pfizer that have been resolved under the Pfizer Claimant Settlement Agreements (defined
     below). Reorganized Quigley also will process additional asbestos-related claims brought against Pfizer that are not
     subject to the Asbestos PI Channeling Injunction. (For a more detailed description of Quigley’s future business
     operations and prospects, see “Management and Business of Reorganized Quigley – Business of Reorganized
     Quigley.”)



     10435708.8                                                 20
Paul A. Street began serving as Quigley’s President and the Chairman of its Board of Directors in May 2003. Since
1997, Mr. Street has been a partner at Impala Partners, a boutique advisory and principal investment firm
specializing in distressed situations. Prior to joining Impala, Mr. Street started the first work-out group at General
Electric Capital Corporation in 1990. He also was a partner at McKinsey & Company, specializing in
telecommunications and financial services, and a Managing Director at Lazard Frères & Co. (now Lazard LLC)
before joining General Electric Capital Corporation. On March 11, 2008, Mr. Street resigned from both positions,
effective March 31, 2008.

On March, 19, 2008, Quigley's Board of Directors appointed Kim D. Jenkins to serve as Quigley's President and as a
Director. Ms. Jenkins, who has worked for Quigley since July 15, 2004, manages Quigley’s day-to-day operations
and has served as Quigley’s Vice President and Treasurer. She is intimately familiar with Quigley’s operations,
employees, contacts at Pfizer, vendors and professionals. She has overseen, and will continue to oversee, all facets
of the Claims Handling Unit’s processing of settlements for asbestos personal injury and wrongful death claims
against Quigley and Pfizer. Prior to joining Quigley, Ms. Jenkins had similar responsibilities at Pfizer, beginning in
October 2001 as a consultant and in April 2002 as an employee.

Ms. Jenkins and Mr. Street each have been directly and intimately involved in all aspects of Quigley’s business and
its reorganization efforts, including the development of a post-emergence business plan. During his tenure, Mr.
Street, among other things, had ultimate responsibility for settlement negotiations with Quigley’s insurers to secure
additional valuable assets that will be contributed to the Asbestos PI Trust; he oversaw the formulation and
negotiation of the Plan; and he has represented Quigley in negotiations with Pfizer to resolve significant issues in
Quigley’s reorganization efforts. Mr. Street also was involved in positioning Quigley to continue to operate its
business successfully upon its emergence from this Chapter 11 Case. Upon her appointment as President, Ms.
Jenkins assumed these responsibilities.

Quigley currently employs eight full-time employees, who, with Ms. Jenkins, are primarily responsible for the
operation of the Claims Handling Unit. These employees have many years of extensive experience processing
complex mass-tort claims, and through them, Quigley has developed a sophisticated computer architecture uniquely
designed to facilitate these tasks.

Quigley also retains the services of approximately 23 individuals through four outsource staffing firms on an as-
needed basis. These individuals provide data processing, custom programming, information technology consulting
and other full-time project services to Quigley. By using these outsource staffing firms, Quigley has been able to
expand or contract its staff as necessary to meet efficiently the claims-processing workload that it faced at any
particular time. (For a more detailed description of Quigley’s future business operations and prospects, see
“Management and Business of Reorganized Quigley – Business of Reorganized Quigley.”)

5.       Asbestos and Silica Personal Injury Claims

         (a)      Quigley’s Asbestos Personal Injury Claims

As described above, Quigley’s principal business today is managing the personal injury claims brought against it in
tort litigations alleging personal injury or wrongful death allegedly arising from plaintiffs’ purported exposure to
asbestos allegedly contained in products formerly made, used or sold by Quigley and managing and processing
claims brought against Pfizer. Quigley was first named as a defendant in asbestos personal injury claims in 1979 or
1980. Although Quigley ceased manufacturing any products containing asbestos in the 1970s, and exited the
refractories business in 1992, as of the Petition Date, it had been named as a defendant in approximately 411,100
asbestos personal injury claims in approximately 131,500 civil actions brought in federal and state courts throughout
the United States. As of the Petition Date, there were approximately 212,000 asbestos personal injury claims that
either were pending against Quigley or that Quigley believed would be asserted against it. When Quigley solicited
acceptances and rejections of its third amended plan of reorganization, 209,171 claimants who claim to hold
Asbestos PI Claims voted on the plan.




10435708.8                                               21
         (b)      Quigley’s Silica Personal Injury Claims

Quigley does not believe that any products that it manufactured, sold, supplied or distributed contained respirable
free silica or alpha-quartz. Nevertheless, Quigley has been sued by plaintiffs alleging personal injury based on
alleged exposure to respirable free silica or alpha-quartz purportedly contained in Quigley’s products. As of the
Petition Date, approximately 5,400 personal injury claims had been asserted against Quigley alleging exposure to
respirable free silica or alpha-quartz purportedly contained in products manufactured, sold, supplied or distributed
by Quigley. As of that same date, approximately 4,600 of these claims were pending. See “THE PLAN OF
REORGANIZATION – Classification and Treatment of Claims Against and Equity Interests in Quigley – Class 3:
Unsecured Claims,” for a description of the treatment provided under the Plan to holders of Allowed silica personal
injury Claims against Quigley.

         (c)      Pfizer’s Asbestos Personal Injury Claims

As of the Petition Date, approximately 109,200 claimants had pending claims naming both Quigley and Pfizer as
defendants allegedly responsible for the claimants’ personal injury or wrongful death allegedly arising from
exposure to asbestos allegedly contained in products formerly made, used or sold by Quigley. The complaints in
virtually all of the actions are “boilerplate” pleadings often filed on behalf of multiple plaintiffs, almost always
against multiple defendants (frequently hundreds) and generally make no specific allegations concerning the basis
on which liability is being asserted against any particular defendant. Asbestos PI Claims against Pfizer only will be
channeled to the Asbestos PI Trust under the Plan to the extent such Claims are based on allegations that Pfizer is
directly or indirectly liable for the conduct of, Claims against, or Demands on Quigley.

6.       Insurance Coverage

Quigley’s most significant remaining assets include its rights under certain third-party liability insurance policies,
insurance settlement agreements related to personal injury claims, and funds contained in the Insurance Settlement
Proceeds Trust (defined below). Quigley’s rights to each of these assets are shared with Pfizer. Except as otherwise
described below, these assets are available to provide coverage for Asbestos PI Claims (defined below). In addition,
certain insurers have outstanding receivables owed to Quigley for asbestos personal injury claims that were settled
or otherwise resolved prior to the Petition Date and previously billed to insurers (other than the AIG Companies) in
accordance with certain Insurance Settlement Agreements (as defined below) (the “Quigley Insurer Receivables“).
The Quigley Insurer Receivables constitute an additional asset of Quigley.

         (a)      Insurance Coverage Generally

As did most large companies, Pfizer purchased comprehensive general liability insurance policies to provide
coverage for itself and its subsidiaries, which generally, among other things, reimburse the cost of defending and
resolving certain personal injury claims asserted by third parties. Pfizer, Quigley and other covered Pfizer
subsidiaries historically have accessed the coverage provided under these policies to the extent of their covered
liabilities and associated defense costs on a first-billed, first-paid basis. Quigley is covered under these policies as
of August 25, 1968, the date Pfizer acquired Quigley’s stock.

         (b)      Occurrence-Based Insurance Coverage

The comprehensive general liability insurance policies Pfizer purchased prior to October 1, 1985 are “occurrence-
based“ policies, which generally provide coverage, subject to other policy terms, for personal injuries occurring
during the policy period. Pfizer purchased approximately $2.85 billion of primary and excess products/completed
operations limits that cover personal injury claims, subject to the other policy terms, between August 25, 1968 and
October 1, 1985.2 Much of this coverage has been exhausted and/or released through settlements in connection with
various third-party liabilities of insureds under the policies, including Quigley and Pfizer.



2
     Quigley purchased its own primary occurrence-based comprehensive general liability policies from Travelers Indemnity
     Company covering the period from February 12, 1962 through February 12, 1969. The products/completed operations

10435708.8                                                 22
Of the original $2.85 billion of coverage purchased by Pfizer, approximately $660 million in products/completed
operations limits were issued by domestic and foreign insurers that are currently in rehabilitation or liquidation
proceedings, subject to an insolvent scheme of arrangement and/or have been declared insolvent (the “insolvent
insurers”). Of the $660 million issued by insolvent insurers, approximately $210 million either has been resolved
through settlements that established an allowed claim for products/completed operations claims under the policies or
was issued by insolvent insurers whose estates are now closed and therefore will not be making further payments.3
These settlements resulted in allowed claims against the insolvent insurers’ estates totaling approximately $120
million that will be paid over time at the same proportion paid to similarly-situated policyholder creditors of the
insurers’ estates. Pfizer has also recovered approximately $26 million from various state guaranty funds on behalf
of certain insolvent insurers on account of personal injury claims against Pfizer other than those that are related to
asbestos. As of the Petition Date, approximately $200 million in products/completed operations limits issued by
insolvent insurers remained unresolved with respect to asbestos personal injury claims and other personal injury
claims and approximately $200 million in products/completed operations limits remained unresolved with respect to
other personal injury claims (but have been resolved with respect to asbestos personal injury claims). Recovery
under policies issued by insolvent insurers is subject to the uncertainties that result from each of the insolvent
insurers’ respective liquidation or rehabilitation proceedings or foreign scheme of arrangement, and therefore it is
not possible to predict any additional amounts that ultimately may be recovered.

As of March 1, 2008 and based on information currently available to Quigley and Pfizer, there remained
approximately $899.1 million in unbilled, solvent products/completed operations limits available under the
pre-October 1, 1985 occurrence-based policies and insurance settlement agreements related to personal injury claims
as follows:

•   Approximately $101.9 million in products/completed operations limits issued by insurers other than the AIG
    Companies that contain no restriction or exclusion for the payment of asbestos personal injury claims. Of this
    amount, approximately $57.4 million in limits are subject to Insurance Settlement Agreements. The proceeds
    from these products/completed operations limits and the related Insurance Settlement Agreements form part of
    the Pfizer Contribution and the Quigley Contribution to the Asbestos PI Trust subject to the terms and
    conditions of the Insurance Relinquishment Agreement and the Quigley Insurance Transfer. See Section VI.D.
    below.

•   Approximately $191 million in products/completed operations limits issued by insurers other than the AIG
    Companies that contain various restrictions on the availability of coverage for claims arising from exposure to
    asbestos, although the scope and effect of these asbestos restrictions have not been fully resolved. The proceeds
    from these products/completed operations limits and the related Insurance Settlement Agreements form part of
    the Pfizer Contribution and the Quigley Contribution to the Asbestos PI Trust subject to the terms and
    conditions of the Insurance Relinquishment Agreement and the Quigley Insurance Transfer. See Section VI.D.
    below.

•   Approximately $322.4 million in products/completed operations limits that exclude payment of claims arising
    from exposure to asbestos, and contain limited restrictions on the payment of other personal injury claims. The
    proceeds from these products/completed operations limits do not form part of the Pfizer Contribution or the
    Quigley Contribution.

•   Approximately $283.8 million in products/completed operations limits issued by the AIG Companies and
    subject to the AIG Insurance Settlement Agreement (as defined below). The proceeds from these
    products/completed operations limits issued by the AIG Companies are subject to the AIG Assignment
    Agreement and do not form part of the Pfizer Contribution or the Quigley Contribution. See Section
    IV.A.6(d)(ii) below.

    limits of these policies have been exhausted and released as a result of asbestos personal injury claims. Quigley is not aware
    of any excess insurance policies or other third-party liability policies purchased before it was acquired by Pfizer.
3
    An additional $220 million of the $660 million issued by insolvent insurers was settled with respect to asbestos personal
    injury claims in the context of an agreement entered into prior to the insurers’ insolvency. The pre-insolvency agreement
    did not resolve the insurers’ liability for other personal injury claims, such as silica.


10435708.8                                                     23
In addition, as of March 1, 2008, there is approximately $24 million in Net Insurance Proceeds, including interest
thereon, contained in the Insurance Settlement Proceeds Trust (each as defined below). This amount is exclusive of
the AIG Payments made to date plus interest thereon that are also held in the Insurance Settlement Proceeds Trust.
The Net Insurance Proceeds form part of the Pfizer Contribution and the Quigley Contribution. See Sections
IV.A.6(e) and VI.D. below.

Schedule 1 of Exhibit D to this Disclosure Statement lists the occurrence-based policies issued by solvent insurers
that provide the remaining $292.8 million in products/completed operations limits available to pay all or certain
asbestos personal injury claims, as described above, and Schedule 2 of Exhibit D to this Disclosure Statement lists
the occurrence-based policies issued by insolvent insurers potentially available to pay all or certain asbestos personal
injury claims (collectively, the “Shared Asbestos Insurance Policies“), the proceeds of which together form part of
the Pfizer Contribution and the Quigley Contribution, subject to the terms and conditions of the Insurance
Relinquishment Agreement and Quigley Insurance Transfer. See Section VI.D. below.

Schedule 1 of Exhibit E to this Disclosure Statement lists the occurrence-based policies issued by solvent insurers
that provide the remaining $322.4 million in products/completed operations limits not available to pay asbestos
personal injury products claims but may be available to pay other personal injury or property claims, as described
above, and Schedule 2 of Exhibit E to this Disclosure Statement lists the occurrence-based policies issued by
insolvent insurers that are not available to pay asbestos personal injury products claims but are potentially available
to pay other personal injury or property claims (collectively, the “Shared Asbestos-Excluded Insurance Policies“).
The proceeds of the policies on Exhibit E do not form part of the Pfizer Contribution or the Quigley Contribution.
Pfizer and Quigley will each retain their respective rights in and to the Shared Asbestos-Excluded Insurance Policies
on a first-billed, first-paid basis, subject to the terms and conditions of the Insurance Relinquishment Agreement and
Quigley Insurance Transfer. See Section VI.D. below.

Exhibit F to this Disclosure Statement lists the Quigley Insurer Receivables owed by each relevant insurer (other
than the AIG Companies) as of March 1, 2008. The Quigley Insurer Receivables that remain unpaid as of the
Effective Date form part of the Quigley Contribution. See Section VI.D. below. The amounts listed on Exhibit F
are in addition to the amounts reflected in Exhibits D and E.

Each of Exhibits D, E and F are based on available information and may be amended from time to time prior to the
Confirmation Date. The fact of inclusion or exclusion, and the classification of an insurance policy on Exhibits D
and E to the Disclosure Statement (i) does not constitute a determination as to whether a particular insurance policy
provides coverage for any matter resolved by the Quigley plan of reorganization or for any other matter, (ii) does not
constitute waiver of any position of any entity with respect to any coverage determination, and (iii) is subject to any
applicable Asbestos PI Insurance Coverage Defense, as defined in the Quigley plan.

         (c)      Claims-Made Insurance Coverage

Beginning October 1, 1985, Pfizer purchased “claims-made” excess liability policies. Those policies generally
provide coverage, subject to other policy terms, for claims made against the policy during the policy period,
provided injury has taken place during the policy period or on or after the “retroactive coverage date” (typically
October 1, 1986). All of the claims-made policies exclude coverage for claims arising from exposure to asbestos
and/or asbestos-containing products (and in certain instances for asbestiform talc), but contain generally no express
restriction for the payment of certain other personal injury claims, including silica claims. Quigley provided its only
notice of claims under these claims-made policies in or around 2003, and only with respect to silica-related claims.
The only claims-made program therefore arguably applicable to cover such claims is subject to a $500 million self-
insured retention, meaning that Quigley must pay the first $500 million on account of such claims before any insurer
provides insurance coverage. As described in Section IV.A.5(b) above, Quigley does not believe that it ever
manufactured, sold, supplied or distributed any products that contained any respirable free silica or alpha-quartz.
Quigley therefore has concluded that the claims-made coverage is effectively of no value to it, and has agreed to
relinquish its rights to coverage under the claims-made policies in exchange for certain consideration provided by
Pfizer in the Insurance Relinquishment Agreement (as detailed in Section VI.D. below).

Exhibit G to this Disclosure Statement lists each of the solvent and unresolved claims-made policies that provided
products/completed operations coverage to Quigley (the “Shared Asbestos-Excluded Claims-Made Insurance

10435708.8                                                24
Policies“), the proceeds of which do not form part of the Pfizer Contribution or the Quigley Contribution. Pursuant
to the Insurance Relinquishment Agreement, Quigley will relinquish to Pfizer its right, title and interest in and to the
Shared Asbestos-Excluded Claims-Made Policies. Exhibit G is based on available information and may be amended
from time to time prior to the Confirmation Date. The fact of inclusion or exclusion, and the classification of an
insurance policy on Exhibit G to the Disclosure Statement (i) does not constitute a determination as to whether a
particular insurance policy provides coverage for any matter resolved by the Quigley plan of reorganization or for
any other matter, (ii) does not constitute waiver of any position of any entity with respect to any coverage
determination, and (iii) is subject to any applicable Asbestos PI Insurance Coverage Defense, as defined in the
Quigley plan.

         (d)      Insurance Settlement Agreements

Over the past twenty-five years, Pfizer and/or Quigley have been engaged in numerous insurance coverage litigation
matters and alternative dispute resolution proceedings to secure coverage and payment from their insurers for a
variety of claims. Quigley and Pfizer have been successful in resolving disputes with most insurers.

With respect to asbestos personal injury claims, each of Quigley and Pfizer have billed their shared occurrence-
based policies on a first-billed, first-paid basis, in accordance with various insurance settlement agreements. Prior to
the Petition Date, Quigley and Pfizer billed the products/completed operations limits under the occurrence-based
policies in response to their accelerating costs of defending and resolving asbestos personal injury claims. Since the
1980s and through the Petition Date, Quigley, Pfizer and their insurers have paid approximately $1.04 billion in
settlements or judgments to resolve approximately 239,901 asbestos personal injury claims and incurred
approximately $179 million to defend these claims. A portion of the amounts paid by Pfizer have been billed to
insurance policies issued to Pfizer prior to its August 25, 1968 acquisition of Quigley, but the post-acquisition
policies also are responsible to pay a portion of these amounts. Pfizer therefore also has billed policies that provide
coverage to Quigley for amounts Pfizer incurred for asbestos personal injury claims, in accordance with various
insurance settlement agreements.

As described above, the comprehensive general liability insurance policies purchased by Pfizer provide coverage to
Pfizer and its subsidiaries and historically have been accessed to the extent of covered claims on a first-billed, first-
paid basis. Such covered claims include heart valve claims against Pfizer arising out of the activities of its formerly
wholly-owned subsidiary Shiley, Inc., as well as other pharmaceutical, medical, implantable and household products
manufactured and sold by Pfizer and/or its other subsidiaries. Settlements entered into between Pfizer and its
insurers to resolve these covered claims resolved in full approximately $200 million in solvent products/completed
operations limits under occurrence-based policies issued to Pfizer after its acquisition of Quigley.

In general, the asbestos insurance settlements fall into two categories: coverage-in-place agreements Quigley and
Pfizer entered into with insurers prior to the Petition Date, and recent agreements with insurers involving payments
over time to resolve various coverage disputes.

                  (i)       Prepetition Coverage-in-Place Settlement Agreements

Many of the asbestos settlement agreements Quigley and Pfizer entered into with insurers that issued occurrence-
based coverage set forth the manner in which each insurance policy must pay its share of Pfizer’s and Quigley’s
losses and defense costs related to asbestos personal injury claims (so-called “coverage-in-place“ agreements). The
Agreement Concerning Asbestos Claims, dated June 19, 1985 (the “Wellington Agreement“), is a coverage-in-place
agreement between thirty-three companies that were former miners, manufacturers, sellers or installers of asbestos-
containing products and co-defendants in personal injury claims alleging exposure to asbestos (including Quigley
and Pfizer), and many, but not all, of their comprehensive general liability insurers (the “signatory insurers“). The
Wellington Agreement resolved various disputes among the defendant companies and signatory insurers regarding
the manner in which the defendant companies would allocate and bill their asbestos losses and defense costs to their
insurance policies.4 Signatory insurers issued to Pfizer after its acquisition of Quigley occurrence-based policies

4
    Pursuant to the Wellington Agreement, the Asbestos Claims Facility (the “ACF”) was established in 1985 to administer and
    arrange for the evaluation, defense, settlement and payment of all asbestos personal injury claims against the defendant
    companies and signatory insurers. The ACF did so until 1988, when it ceased operations. Thereafter, the Center for Claims

10435708.8                                                  25
with approximately $545 million in products/completed operations limits that indisputably apply to asbestos
personal injury claims. Signatory insurers also issued to Pfizer after its acquisition of Quigley occurrence-based
policies with approximately $365 million in remaining products/completed operations limits, but the extent to which
such limits may be available to pay asbestos and other bodily injury claims has not yet been determined. Quigley
and Pfizer also entered into various agreements with insurers that are not signatories to the Wellington Agreement
(the “non-signatory insurers“). The settlement agreements with non-signatory insurers also are coverage-in-place
agreements and resolved coverage disputes arising from asbestos personal injury claims concerning approximately
$530 million in products/completed operations limits issued to Pfizer after its acquisition of Quigley.

                  (ii)      AIG Insurance Settlement Agreement

In August 2004, Quigley and Pfizer entered into the AIG Insurance Settlement Agreement with the AIG Companies
to resolve disputed issues relating to: (a) remaining unbilled coverage under certain shared occurrence-based
policies in the amount of $283,754,705, of which approximately $137,768,070 in limits is subject to a restriction on
the payment of claims “arising out of asbestosis or any similar condition caused by asbestos;” (b) an excess liability
claims-made policy issued to Pfizer covering the period November 1, 1997 through November 1, 2001 and
providing $75 million in limits; (c) a Quigley Insurer Receivable owed by the AIG Companies of $40,620,245; and
(d) an insurer receivable owed to Pfizer by the AIG Companies of $6,371,926. The AIG Insurance Settlement
Agreement is an addendum to a prior agreement between Quigley, Pfizer and the AIG Companies that resolved the
manner in which approximately $10 million in occurrence-based policies issued to Pfizer prior to its acquisition of
Quigley and approximately $130 million in shared occurrence-based policies would respond to asbestos personal
injury claims against Quigley and Pfizer. Under the AIG Insurance Settlement Agreement, the AIG Companies
agreed to pay to Quigley and Pfizer a total sum of $405,746,856 through a stream of payments over a period of 10
years in accordance with a schedule set forth in the AIG Insurance Settlement Agreement. As of May 1, 2007, the
AIG Companies have paid $68.75 million under the terms of the AIG Insurance Settlement Agreement. These
amounts and the interest thereon (approximately $4 million as of May 1, 2007) are held in the Insurance Settlement
Proceeds Trust (defined below).

In consideration for these payments, Quigley and Pfizer will provide the AIG Companies with a release under the
specific policies identified in the AIG Insurance Settlement Agreement for products/completed operations claims,
Asbestos-Related Claims, Silica-Related Claims, Other Dust Claims, and Pharmaceutical Claims (each as defined in
the AIG Insurance Settlement Agreement) upon payment in full of the settlement amount. Quigley and Pfizer also
dismissed the AIG Companies from the Shortfall Insurance Coverage Litigation (defined below) with prejudice and
committed to use commercially reasonable best efforts to obtain court approval of a Quigley plan of reorganization
that includes an injunction in the AIG Companies’ favor pursuant to section 524(g) of the Bankruptcy Code
permanently enjoining Asbestos PI Claims under the policies identified in the AIG Insurance Settlement Agreement.

Under the terms of the Plan, on the Effective Date, Reorganized Quigley will execute the AIG Assignment
Agreement (defined below), pursuant to which Quigley will assign all of its right, title and interest in and to the AIG
Payments to Pfizer. In exchange for this assignment and other consideration, Pfizer will make the Pfizer
Contribution. See “THE PLAN OF REORGANIZATION – Description of Consideration Contributed to the
Asbestos PI Trust and Reorganized Quigley and Estimate of Asbestos PI Claims – The Pfizer Contribution to the
Asbestos PI Trust.”

                  (iii)     Everest Insurance Settlement Agreement



    Resolution, Inc. (“CCR”), a non-profit organization, was established to perform the same functions for certain Wellington
    defendant companies, including Quigley and Pfizer. As of February 1, 2001, all remaining CCR members, including
    Quigley and Pfizer, began handling and resolving their own asbestos personal injury claims. At present, the CCR continues
    to administer and process those claims that the CCR settled on behalf of all CCR members, including Quigley and Pfizer,
    prior to February 1, 2001. Each CCR member now individually resolves claims that the CCR did not settle on behalf of all
    CCR members prior to February 1, 2001, whether filed before or after February 1, 2001. As of June 30, 2001, Quigley and
    Pfizer terminated their membership in the CCR. The Claims Handling Unit has administered and processed asbestos
    personal injury claims and certain other personal injury claims on behalf of Quigley and Pfizer since January 2002.


10435708.8                                                  26
In March 2000, Pfizer and Quigley entered into a confidential “coverage-in-place” settlement agreement with
Everest Reinsurance Company (formerly known as Prudential Reinsurance Company) (“Everest”) concerning
insurance coverage for asbestos-related bodily injury claims asserted against Pfizer and Quigley. The agreement (the
“1999 Everest Settlement Agreement”), which was effective as of June 1, 1999, set forth certain agreed rules and
principles pursuant to which Everest would pay under certain Prudential Reinsurance policies, to or on behalf of
Pfizer and/or Quigley, with respect to asbestos-related bodily injury claims, as claims were submitted. For their part,
in exchange for the promises set out in the 1999 Everest Settlement Agreement, Pfizer and Quigley agreed to release
Everest from certain claims, liabilities, and lawsuits as set forth in the agreement.

In July 2004, Pfizer, Quigley, and Everest executed a confidential “Addendum” to the 1999 Everest Settlement
Agreement. The Addendum resolved matters at issue in the Shortfall Insurance Coverage Litigation, as defined
below, Everest’s obligations under the Prudential Reinsurance policies and the 1999 Everest Settlement Agreement,
as well as other issues.

Pursuant to the Addendum, Everest agreed to pay a specified sum to Pfizer in three installments. The first
installment was due within 20 days of execution of the Addendum, and was paid pre-petition. The second and third
installments, which total $4.5 million and were paid after the Petition Date, include substantial payments under a
post-1982 occurrence-based policy that contains or incorporates an endorsement allegedly restricting the availability
of coverage for certain claims arising from exposure to asbestos (the “Asbestos Restricted Policy”). Although the
scope and the effect of such restrictions had not finally been adjudicated by the courts, the Addendum nonetheless
resolved Everest’s obligations under the Asbestos Restricted Policy. In exchange for Everest’s promise to make the
payments pursuant to the Addendum, Pfizer and Quigley, on the one hand, and Everest, on the other hand, agreed,
inter alia, to mutually release each other from all claims for insurance coverage for asbestos-related bodily injury
claims and all claims relating to the “products/completed operations hazards” of the Prudential Reinsurance
insurance policies. In addition, Pfizer and Quigley agreed to dismiss Everest, with prejudice, from the Shortfall
Insurance Coverage Litigation.

Although the Addendum required Everest to make the payments to Pfizer, Quigley and Pfizer agreed and instructed
Everest to make the payments to Quigley. A substantial portion of the Everest payments constitute Net Insurance
Proceeds, as defined below, and were deposited in the Insurance Settlement Proceeds Trust upon payment by
Everest.

On March 10, 2006, Everest filed a motion requesting, among other things, that the Bankruptcy Court designate
Everest as a Settling Asbestos Insurance Entity, as defined by the Quigley plan of reorganization, based on its
payment in full of amounts owed under the 1999 Everest Settlement Agreement and the Addendum. Quigley filed a
joinder in support of Everest’s motion. On March 30, 2006, the Bankruptcy Court entered an order that, among
other things, designated Everest as a Settling Asbestos Insurance Entity under the Quigley plan.

                  (iv)     Postpetition Insurance Settlement Agreements

         A.       Yosemite Insurance Company

On July 26, 2005, the Bankruptcy Court entered an order approving an addendum to a 1999 settlement entered into
between Quigley, Pfizer and Yosemite Insurance Company (“Yosemite“) regarding an insurance policy issued by
Yosemite to Pfizer, which also provided coverage to Quigley. The settled policy provided $1 million of
products/completed operations limits for asbestos personal injury claims, all of which had been billed by Quigley
and Pfizer prior to the Petition Date. Under the addendum, Yosemite agreed to pay Quigley and Pfizer $1.3 million,
$1 million of which represents the amounts previously billed by Quigley and Pfizer to Yosemite, and $300,000 of
which is in consideration for a full release by Quigley and Pfizer of all claims against the settled policy. The $1.3
million was distributed to Pfizer and Quigley as follows: (i) approximately $150,000 was paid directly to Pfizer, (ii)
approximately $850,000 was paid directly to Quigley, and (iii) $300,000 was paid into the Insurance Settlement
Proceeds Trust. As part of the settlement, Pfizer and Quigley also agreed to dismiss, with prejudice, an alternative
dispute resolution proceeding Pfizer and Quigley had commenced against Yosemite to collect amounts previously
billed to Yosemite for asbestos personal injury claims.

         B.       Lumbermens Mutual Casualty Company

10435708.8                                                27
On July 26, 2005, the Bankruptcy Court entered an order approving an addendum to a 1999 settlement entered into
between Quigley, Pfizer and Lumbermens Mutual Casualty Company (“Lumbermens“) regarding certain insurance
policies issued by Lumbermens to Pfizer, which also provided coverage to Quigley. The addendum resolved the
claims at issue in the Shortfall Insurance Coverage Action (defined below) and resulted in a mutual dismissal from
that litigation in exchange for a $10,000 payment from Lumbermens, which was paid into the Insurance Settlement
Proceeds Trust. Under the addendum, Quigley and Pfizer provided Lumbermens with a release for Asbestos-
Related Bodily Injury Claims (as defined by the settlement) and for claims under the products/completed operations
limits of the Lumbermens policies. Quigley and Pfizer, however, did not release Lumbermens for any claims for
interest due or asserted to be due on any amount billed to or paid by Lumbermens under the Lumbermens policies or
the 1999 settlement agreement between Quigley, Pfizer and Lumbermens.

         C.      American Re-Insurance Company and North Star Reinsurance Company

On October 20, 2005, the Bankruptcy Court entered orders approving the “Settlement Agreement Concerning
Shortfall Claims between Quigley and American Re-Insurance Company” (“American Re”) (the “2005 American
Re Agreement”) and the “Settlement Agreement Concerning Shortfall Claims between Quigley and North Star
Reinsurance Company” (“North Star”) (the “2005 North Star Agreement”). In July 1999, Quigley and Pfizer had
entered into a “coverage-in-place” settlement agreement with North Star concerning insurance coverage for
asbestos-related bodily injury claims against Quigley and Pfizer. In January 2000, Quigley and Pfizer had entered
into a similar “coverage-in-place” settlement agreement with American Re. Based on bills issued by Quigley and/or
Pfizer prior to the Petition Date pursuant to these settlement agreements, the applicable products/completed
operations limits under the insurance policies issued by American Re-Insurance and North Star that provide
coverage to Quigley were billed in full and ultimately paid in full by each of American Re and North Star.

The 2005 American Re Agreement and the 2005 North Star Agreement resolved claims at issue in the Shortfall
Insurance Coverage Action and resulted in mutual dismissals between Quigley, on the one hand, and American Re
and North Star, on the other, from that litigation and mutual releases of claims for insurance coverage for Shortfall
Claims, as defined in the 2005 American Re Agreement and the 2005 North Star Agreement.

         D.       Centennial Insurance Company

On December 22, 2005, the Bankruptcy Court entered an order approving a settlement agreement entered into
between Quigley, Pfizer and Centennial Insurance Company (“Centennial”) (the “2005 Centennial Agreement”). In
March 1999, Quigley and Pfizer had entered into a “coverage-in-place” settlement agreement with Centennial
concerning insurance coverage for asbestos-related bodily injury claims against Quigley and Pfizer (the “1999
Centennial Agreement”). The 1999 Centennial Agreement set forth certain agreed rules and principles pursuant to
which Centennial would pay under a certain insurance policy, to or on behalf of Quigley and/or Pfizer, with respect
to asbestos-related bodily injury claims, as claims were submitted. For their part, Pfizer and Quigley agreed to
release Centennial from certain claims, liabilities, and lawsuits as set forth in the 1999 Centennial Agreement.

As of the Petition Date, the full $2 million in products/completed operations limits remained unbilled and available
under the sole insurance policy issued by Centennial. Under the 2005 Centennial Agreement, Centennial agreed to
pay $2 million to the Asbestos PI Trust, or as the Bankruptcy Court may otherwise instruct, in three installments.
The first installment of $600,000.00 was due within ten (10) days of the entry of an order by the Bankruptcy Court
approving the 2005 Centennial Agreement and was paid into the Insurance Settlement Proceeds Trust. The second
installment of $700,000.00 is due within ten (10) days of the date that an order by the Bankruptcy Court confirming
a Plan becomes a Final Order, as defined in the 2005 Centennial Agreement, and the third installment of
$700,000.00 is due within one year of such date.

In exchange for Centennial’s promise to make these payments, Quigley and Pfizer, on the one hand, and Centennial,
on the other, agreed, inter alia, to mutually release each other from: (1) all claims for insurance coverage for
Asbestos-Related Bodily Injury Claims, as defined in the 2005 Centennial Agreement, and Asbestos PI Claims; and
(2) all claims relating to the products/completed operations limits under the insurance policy issued by Centennial,
both upon Centennial’s payment in full of all amounts payable under the 2005 Centennial Agreement. The parties
also agreed to dismiss each other, with prejudice, from the Shortfall Insurance Coverage Action. In addition,
Quigley and Pfizer committed to use commercially reasonable best efforts to obtain confirmation of a Quigley plan

10435708.8                                               28
that includes an injunction pursuant to section 524(g) and/or section 105 of the Bankruptcy Code permanently
enjoining the assertion and/or prosecution of Asbestos PI Claims against Settling Asbestos Insurance Entities (as
defined by the plan), and to cause Centennial to be designated as a Settling Asbestos Insurance Entity. Centennial
agreed not to object to or otherwise oppose, or support any person’s objection or opposition to, confirmation of the
Plan or any Plan Documents, including amendments thereto.

         E.      Old Republic Insurance Company and Westport Insurance Company

On March 1, 2006, the Bankruptcy Court entered orders approving agreements entered into by Quigley, Pfizer and
Old Republic Insurance Company (“Old Republic”) (the “2006 Old Republic Agreement”) and by Pfizer, Quigley
and Westport Insurance Company (“Westport”) (the “2006 Westport Agreement”). In June 1998, Quigley and
Pfizer had entered into a “coverage-in-place” settlement agreement with Old Republic concerning insurance
coverage for asbestos-related bodily injury claims against Quigley and Pfizer (the “1998 Old Republic Agreement”).
In July 1999, Quigley and Pfizer had entered in a similar “coverage-in-place” settlement agreement with Westport
(the “1999 Westport Agreement”). These agreements set forth certain agreed rules and principles pursuant to which
Old Republic and Westport would pay under certain insurance policies each had issued, to or on behalf of Quigley
and/or Pfizer, with respect to asbestos-related bodily injury claims, as claims were submitted. For their part,
Quigley and Pfizer agreed to release Old Republic and Westport from certain claims, liabilities, and lawsuits, as set
forth in the 1998 Old Republic Agreement and the 1999 Westport Agreement.

As of the Petition Date, $3,961,803.00 in products/completed operations limits remained unbilled and available
under insurance policies issued by Old Republic. Under the 2006 Old Republic Agreement, Old Republic agreed to
pay this amount to the Asbestos PI Trust, or as the Bankruptcy Court may otherwise instruct, in six installments.
The first installment of $1,491,803.00 is due on the date the Bankruptcy Court enters an order confirming a Plan and
the second installment of $500,000.00 is due within one hundred eighty (180) days of such date or December 31 of
the year in which the Bankruptcy Court enters an order confirming a Plan, whichever is earlier. Subsequent
installments of $500,000.00 each are due on February 15, May 15, August 15, and November 15 in the calendar year
following the year of the Bankruptcy Court’s entry of an order confirming a Plan.

Similarly, as of the Petition Date, $8,029,797.00 in products/completed operations limits remained unbilled and
available under insurance policies issued by Westport. Under the 2006 Westport Agreement, Westport agrees to pay
this amount to the Asbestos PI Trust, or as the Bankruptcy Court may otherwise instruct, in six installments. The
first installment of $3,029,797.00 is due on the date the Bankruptcy Court enters an order confirming a plan and the
second installment of $1 million is due within one hundred eighty (180) days of such date or December 31 of the
year the Bankruptcy Court enters an order confirming a Plan, whichever is earlier. Subsequent installments of $1
million each are due on February 15, May 15, August 15, and November 15 in the calendar year following the
Bankruptcy Court’s entry of an order confirming the Plan.

In exchange for Old Republic’s and Westport’s promises to make these payments, Quigley and Pfizer, on the one
hand, and Old Republic and Westport, on the other, agreed, inter alia, to mutually release each other from: (1) all
claims for insurance coverage for Asbestos-Related Bodily Injury Claims, as such term is defined in the 1998 Old
Republic Agreement and the 1999 Westport Agreement, and Asbestos PI Claims; and (2) all claims relating to the
products/completed operations limits under the insurance policies issued by Old Republic and Westport both upon
Old Republic’s and Westport’s payment in full of all amounts payable under their respective agreements. The
parties also agreed to dismiss each other, with prejudice, from the Shortfall Insurance Coverage Action. In addition,
Quigley and Pfizer committed to use commercially reasonable best efforts to obtain confirmation of a Quigley plan
that includes an injunction pursuant to section 524(g) and/or section 105 of the Bankruptcy Code permanently
enjoining the assertion and/or prosecution of Asbestos PI Claims against Settling Asbestos Insurance Entities, and to
cause Old Republic and Westport to be designated as Settling Asbestos Insurance Entities. Old Republic and
Westport agreed not to object to or otherwise oppose, or support any person’s objection or opposition to,
confirmation of the Plan or Plan Documents, including amendments thereto.

         F.      Stonewall Insurance Company

On April 27, 2006, the Bankruptcy Court entered an order approving an agreement entered into between Quigley,
Pfizer and Stonewall Insurance Company (“Stonewall”) (the “2006 Stonewall Agreement”). In August 1999,

10435708.8                                               29
Quigley and Pfizer had entered into a “coverage-in-place” settlement agreement with Stonewall concerning
insurance coverage for asbestos-related bodily injury claims against Quigley and Pfizer (the “1999 Stonewall
Agreement”). The 1999 Stonewall Agreement sets forth certain agreed rules and principles pursuant to which
Stonewall would pay under a certain insurance policy, to or on behalf of Quigley and/or Pfizer, with respect to
asbestos-related bodily injury claims, as claims were submitted. For their part, Quigley and Pfizer agreed to release
Stonewall from certain claims, liabilities, and lawsuits, as set forth in the 1999 Stonewall Agreement.

The 1999 Stonewall Agreement left unresolved a dispute between Quigley and Pfizer, on the one hand, and
Stonewall, regarding the limits available under the policy issued by Stonewall. The parties to the 1999 Stonewall
Agreement reserved their rights to determine the amount of products/completed operations limits available under
that policy through negotiations, alternative dispute resolution procedures and/or litigation. Quigley and Pfizer
issued bills to Stonewall pursuant to the 1999 Stonewall Agreement in the aggregate amount of $3 million prior to
the Petition Date. Stonewall paid Pfizer and Quigley the aggregate amount of $2,071,916.16 prior to the Petition
Date, leaving an unpaid balance of $928,082.64.

Stonewall asserted that the insurance policy at issue provided only $1 million in products/completed operations
limits. On September 12, 2005, Stonewall filed a proof of claim in the Chapter 11 Case alleging its right to
reimbursement of $1,073,972.00 of its prior payments and asserting other claims against Quigley arising out of the
1999 Stonewall Agreement. On March 13, 2006, Stonewall filed a motion under Bankruptcy Rule 3018(a)
requesting the temporary allowance of its proof of claim in the amount of $848,304.00 to permit Stonewall to vote to
accept or reject the Quigley plan.

Under the 2006 Stonewall Agreement, Stonewall has agreed to obtain a financial instrument in a form acceptable to
Pfizer and Quigley from National Indemnity Company that will result in a joint payment to Pfizer and Quigley of
$928,082.84 on or before May 15, 2010, of which $112,320.90 is owed to Pfizer and $815,761.94 is owed to
Quigley. In exchange for Stonewall’s promise to pay, Pfizer and Quigley, on the one hand, and Stonewall, on the
other, agreed, inter alia, to mutually release each other from: (1) all claims for insurance coverage for Asbestos-
Related Bodily Injury Claims, as defined in the 1999 Stonewall Agreement, and Asbestos PI Claims; and (2) all
claims of any kind whatsoever arising out of or in connection with the insurance policy issued by Stonewall, both
upon payment in full of all amounts payable to Pfizer and Quigley under the 2006 Stonewall Agreement or the
occurrence of the Effective Date of the Plan, whichever is earlier. The parties also agreed to dismiss each other,
with prejudice, from the Shortfall Insurance Coverage Action.

In addition, Quigley and Pfizer committed to use commercially reasonable best efforts to obtain confirmation of a
Quigley plan that includes an injunction pursuant to section 524(g) and/or section 105 of the Bankruptcy Code
permanently enjoining the assertion and/or prosecution of Asbestos PI Claims against Settling Asbestos Insurance
Entities, and to cause Stonewall to be designated as a Settling Asbestos Insurance Entity. The 2006 Stonewall
Agreement also resolved Stonewall’s proof of claim by temporarily allowing such claim in the amount of $1.00 for
the purpose of voting to accept Quigley’s third amended plan, and Stonewall agreed to timely vote to accept the
third amended plan and any subsequently amended, supplemented or modified plan. Stonewall also agreed not to
object to or otherwise oppose, or support any person’s objection or opposition to, confirmation of the third amended
plan and plan documents, and any subsequently amended, supplemented or modified plan and plan documents.

         G.       Protective National Insurance Company, In Liquidation

On June 13, 2007, the Bankruptcy Court entered an order under section 105(a) of the Bankruptcy Code and Rule
9019, authorizing and approving an April 2007 agreement between Quigley, Pfizer and the Liquidator for Protective
National Insurance Company of Omaha (“Protective National”).

On February 12, 2004, Protective National became the subject of liquidation proceedings before the District Court
of Lancaster County, Pennsylvania (the “Liquidation Court”). Protective National issued $11 million in high-level
excess products/completed operations coverage, subject to a separate endorsement providing that the policies do not
“cover any of our insured’s operations involving . . . Asbetos [sic].” Quigley and Pfizer filed timely proofs of claim
in the Protective National liquidation proceeding for a variety of claims, including asbestos personal injury claims.
The Liquidator denied all of the proofs of claim on the basis that Quigley and Pfizer did not have sufficient liability
to trigger Protective National’s excess policy obligations and also because the separate endorsement excluded

10435708.8                                                30
coverage for all asbestos claims. Quigley and Pfizer objected to the Liquidator’s denial of their respective proofs of
claim and requested that the Liquidator submit the proofs of claim associated with asbestos personal injury claims to
the Liquidator Court for adjudication.

Rather than adjudicate the Liquidator’s determination of the asbestos personal injury claims before the Liquidation
Court, Quigley, Pfizer and the Liquidator entered into an agreement to resolve their various disputes (the “Protective
National Agreement”). Under the Protective National Agreement, the Liquidator will recommend to the Liquidation
Court that one of Quigley’s proofs of claim should be allowed in the amount of $1 million. All distributions from
Protective National, subject to the determination of the Liquidation Court, will be paid to Quigley. Pursuant to the
Plan, any distributions made under the policies issued by Protective National will in turn be paid to the Asbestos PI
Trust.

In exchange for the Liquidator’s recommendation to allow Quigley’s claim in the amount of $1 million, Quigley and
Pfizer agree to withdraw their remaining proofs of claim, and to release Protective National and the Liquidator from
all claims arising out of or related to the issuance of the policies issued by Protective National.

         H.       OneBeacon Insurance Company

On March 6, 2008, the Bankruptcy Court entered an order approving an agreement (the “2008 OneBeacon
Agreement”) between and among Quigley, Pfizer and OneBeacon Insurance Company, the successor-in-interest to
CGU Insurance, which in turn is the successor-in-interest to Commercial Union Insurance Company
(“OneBeacon”). In November 1998, Quigley and Pfizer had entered into a “coverage-in-place” settlement
agreement with OneBeacon concerning insurance coverage for asbestos-related bodily injury claims against Quigley
and Pfizer (the “1998 OneBeacon Agreement”). The 1998 OneBeacon Agreement set forth certain agreed rules and
principles pursuant to which OneBeacon would pay under certain insurance policies, to or on behalf of Quigley
and/or Pfizer, with respect to asbestos-related bodily injury claims, as claims were submitted. Prior to the Petition
Date and pursuant to the 1998 OneBeacon Agreement, OneBeacon had been billed $1,994,369.20 by Quigley and
$1,253,768.80 by Pfizer for asbestos-related bodily injury claims which OneBeacon had not yet paid (the
“OneBeacon Insurance Receivable”). As of the Petition Date, $6,016,963 in products/completed operations limits
remained unbilled and available to Quigley and Pfizer under certain insurance policies issued by OneBeacon and an
additional $18,246,748 in products/completed operations limits remained unbilled and available to Pfizer under
certain insurance policies issued by OneBeacon to Pfizer prior to Pfizer’s acquisition of Quigley (the “Non-Released
Insurance Policies”).

Under the 2008 OneBeacon Agreement, OneBeacon agreed to pay the full amount of the OneBeacon Insurance
Receivable to Quigley and Pfizer. In exchange for OneBeacon’s payment of the OneBeacon Insurance Receivable,
Quigley and Pfizer, on the one hand, and OneBeacon, on the other agreed, inter alia, to mutually release each other
from (1) insurance coverage under the Products Limits of the Released Insurance Policies, as defined in the 2008
OneBeacon Agreement; and (2) insurance coverage for Asbestos-Related Bodily Injury Claims, as defined in the
1998 OneBeacon Agreement, under the Released Insurance Policies. The parties also agreed to dismiss each other,
with prejudice, from the Shortfall Insurance Coverage Action, where OneBeacon is the sole remaining defendant.
The parties further agreed that the Non-Released Insurance Polices will remain subject to the terms of the 1998
OneBeacon Agreement, and each Party reserved all rights, claims, and benefits under the 1998 OneBeacon
Agreement and the Non-Released Insurance Policies that were not expressly waived, limited, dismissed or released
under the 2008 OneBeacon Agreement.

         (e)      Insurance Settlement Proceeds Trust

For the purpose of preserving each of Pfizer’s and Quigley’s rights to the insurance policies that they share on a
first-billed, first-paid basis, on August 27, 2004, Pfizer, Quigley and JPMorgan Chase Bank, as trustee, entered into
the Pfizer/Quigley Joint Insurance Settlement Proceeds Trust Agreement (the “Insurance Settlement Proceeds
Trust Agreement“) to establish a trust (the “Insurance Settlement Proceeds Trust“) to hold Net Insurance Proceeds.
Net Insurance Proceeds are amounts paid or to be paid by (i) insurers (other than the AIG Companies) under certain
policies identified in the Insurance Settlement Proceeds Trust Agreement that are shared by Quigley and Pfizer, net
of any insurer receivables owed by such insurers, and (ii) the AIG Companies pursuant to the AIG Insurance
Settlement Agreement (collectively, the “Net Insurance Proceeds“). Under the terms of the Insurance Settlement

10435708.8                                               31
Proceeds Trust, the rights of each of Quigley and Pfizer to draw on the Net Insurance Proceeds are identical in every
respect to the rights they held to draw on the relevant shared insurance policies. Quigley and Pfizer may draw upon
the Net Insurance Proceeds on a first-billed, first-paid basis to pay documented settlements, judgments and defense
costs relating to the types of claims covered under the settled policies, which consist primarily of personal injury
claims, subject to Pfizer’s or Quigley’s submission of satisfactory documentation. If the Insurance Settlement
Proceeds Trust does not hold sufficient funds to satisfy in full a request from Pfizer or Quigley to release funds, the
unpaid portion of the request must be paid as soon as additional Net Insurance Proceeds are deposited into the
Insurance Settlement Proceeds Trust and before any other request by Pfizer or Quigley is paid. As of March 1,
2008, there is approximately $24 million in Net Insurance Proceeds, including interest thereon, in the Insurance
Settlement Proceeds Trust, net of $93.8 million in AIG Payments already made and the $7.2 million of interest
earned thereon. All Net Insurance Proceeds in the Insurance Settlement Proceeds Trust on the Effective Date, other
than AIG Payments already made and to be received prior to the Effective Date and the interest thereon, will be
contributed by Quigley and Pfizer to the Asbestos PI Trust.

         (f)      Ongoing Insurance Collection Efforts and Coverage-Related Litigation

                  (i)      Contribution Action

Pfizer, but not Quigley, is currently a defendant in a New York state court action where Certain Underwriters at
Lloyd’s of London and London Market Insurance Companies (collectively, “London“) are seeking contribution
from Allstate Insurance Company (“Allstate“) with respect to certain excess policies issued by Allstate’s
predecessor-in-interest that provide coverage to both Quigley and Pfizer. Pursuant to a December 2002 settlement
between Pfizer, Quigley and London, Quigley and Pfizer have an interest in any recovery London obtains from
Allstate.

Pursuant to the terms of the preliminary injunction order issued by the Bankruptcy Court on December 17, 2004,
London’s contribution action was enjoined. On February 18, 2005, Quigley filed a motion with the Bankruptcy
Court seeking an order approving an agreement between Quigley, Pfizer and London whereby the parties agreed that
among other things: (a) Quigley and Pfizer would seek and obtain an order from the Bankruptcy Court modifying
the automatic stay and granting relief from the preliminary injunction to permit London to pursue its damages claim
for equitable contribution against Allstate; and (b) London would dismiss its claim in the contribution action seeking
a declaratory judgment regarding the manner in which Allstate policies would be required to pay future asbestos
personal injury claims.

On March 11, 2005, Allstate filed an objection to Quigley’s motion and also filed a cross-motion. Allstate alleged
that pursuant to an indemnification provision of an April 2000 settlement agreement among Allstate, Pfizer and
Quigley, any recovery by London in its contribution action would result in a dollar-for-dollar reduction in the
remaining products/completed operations limits under the Allstate excess insurance policies. Accordingly, Allstate
argued that granting Quigley’s motion to approve the settlement with London would threaten products/completed
operations limits remaining under the Allstate policies, which are property of Quigley’s bankruptcy estate. Allstate
requested that the Bankruptcy Court either deny Quigley’s motion or, in the alternative, modify the automatic stay
and preliminary injunction to allow Allstate to pursue an indemnification claim against Pfizer and Quigley in the
London contribution action. On March 16, 2005, Quigley filed a reply in opposition to Allstate’s objection and
cross-motion.

A hearing on Quigley’s and Allstate’s motions was held on March 17, 2005. To date, the Bankruptcy Court has not
ruled on either motion.

Regardless of the outcome of the pending motion, under the Plan’s definition of “Indirect Asbestos PI Claims,”
following the Effective Date the preliminary injunction enjoining London’s contribution action will be dissolved and
London then may proceed to prosecute Count I of its contribution complaint against Allstate and Pfizer. In the event
that Allstate incurs liability to London in the contribution action, Allstate may assert its now contingent,
unliquidated, unmatured, and disputed indemnification claim against Reorganized Quigley in accordance with the
terms of the April 2000 settlement agreement among Allstate, Pfizer and Quigley.

                  (ii)     Shortfall Insurance Coverage Litigation

10435708.8                                                32
Claims have been asserted, and litigation commenced, against Quigley, Pfizer and other current and former
members of the CCR alleging that Quigley, Pfizer, or both are obligated for amounts for asbestos personal injury
claims that were initially allocated to members of the CCR who withdrew or who were terminated from the CCR
and/or have filed for protection under chapter 11 of the Bankruptcy Code (the “Shortfall Claims“). Quigley’s and
Pfizer’s insurers dispute their obligations to pay amounts under their policies that Quigley and Pfizer incur to defend
and/or resolve Shortfall Claims. As a result, Quigley, Pfizer and several other CCR members who are alleged to be
liable for Shortfall Claims initiated the following actions to secure coverage: (1) litigation in the Superior Court of
the State of Delaware against certain non-signatory insurers; (2) an ADR proceeding against certain non-signatory
insurers; and (3) an ADR proceeding against certain signatory insurers. In addition, many of the signatory insurers
initiated an ADR proceeding against Quigley, Pfizer and other CCR members regarding a November 2000 invoice
issued by the CCR on behalf of its members (collectively, these actions are referred to as the “Shortfall Insurance
Coverage Litigation“). Since 2001 and through the Petition Date, Quigley has incurred in litigation or settlement
$58 million in underlying Shortfall Claims, none of which has been billed to Quigley’s insurers pending resolution
of the Shortfall Insurance Coverage Litigation.

The action pending in Delaware state court has been resolved with respect to all insurers that were party to that
action. Both of the ADR proceedings involving the signatory insurers are confidential under the Wellington
Agreement and are being appealed pursuant to the agreement’s dispute resolution provisions. On January 21, 2005,
the Bankruptcy Court issued an order lifting the automatic stay and the preliminary injunction to permit Quigley and
Pfizer to proceed with an appeal in the ADR proceeding in which Quigley and Pfizer were defendants. The other
ADR proceeding is being appealed by the signatory insurers and has been consolidated for appellate purposes with
the ADR proceeding appealed by Quigley and Pfizer.

                  (iii)    The Continental Adversary Proceeding

On February 21, 2006, two insurers, Continental Casualty Company and Continental Insurance Company
commenced an adversary proceeding against Quigley, Pfizer and more than sixty of their insurers (Adv. Proc. No.
06-01299 (SMB)) (the “Continental Adversary Proceeding”). In the complaint, CIC sought a declaration as to the
scope of Quigley’s and Pfizer’s rights to coverage for asbestos-related claims under certain of CIC’s excess
insurance policies that are listed on the “Schedule of Shared Asbestos Insurance Policies” attached as Exhibit C to
the Plan and contain or incorporate alleged restrictions regarding the availability of coverage for certain claims
arising from exposure to asbestos. CIC and CCC also sought a declaration that Quigley and Pfizer have
anticipatorily breached the “anti-assignment” provision of insurance policies issued by CCC and CIC by virtue of
the Quigley Insurance Transfer and the Insurance Relinquishment Agreement (as defined in the Plan). Several of
the insurers named as defendants in the Continental Adversary Proceeding filed cross-claims against Quigley and
Pfizer seeking similar relief.

On April 21, 2006, Quigley and Pfizer moved to dismiss the Continental Adversary Proceeding in its entirety. With
respect to CIC’s claim for a declaration of the scope of insurance coverage, Quigley and Pfizer asserted that the
claim should be dismissed because, among other things, the claim is not ripe. With respect to CCC’s and CIC’s
“anticipatory breach” claim, Quigley and Pfizer asserted that the claim should be dismissed for, among other things,
failure to state a claim.

Also in response to the Continental Adversary Proceeding, several defendant insurers filed motions seeking to stay
the proceeding in favor of arbitration under the Wellington Agreement. Those insurers simultaneously filed a
motion in the main bankruptcy case seeking to lift the automatic stay so that such arbitration could proceed.
Quigley and Pfizer opposed both motions.

On February 22, 2007, the Bankruptcy Court entered an order in the Continental Adversary Proceeding, among
other things, (a) dismissing all claims seeking a declaratory judgment that Quigley and Pfizer have anticipatorily
breached the “anti-assignment” provision of certain insurance policies; (b) modifying the automatic stay as to certain
Wellington signatory insurers to permit confidential arbitration pursuant to the Wellington Agreement regarding the
scope of Pfizer’s and Quigley’s rights to coverage for asbestos-related claims under certain insurance policies, as
more fully described in Section IV.A.6(f)(v) below; and (c) staying all other claims at issue in the Continental
Adversary Proceeding.


10435708.8                                                33
                       (iv)     The Asbestosis Restriction ADR

     As described above in Section IV.A.6(b), there are approximately $191 million in products/completed operations
     limits issued by a number of insurers that contain various restrictions on the availability of coverage for claims
     arising from exposure to asbestos, although the scope and effect of these asbestos restrictions have not been fully
     resolved. Pursuant to the Bankruptcy Court’s February 22, 2007 order in the Continental Adversary Proceeding
     granting relief from the automatic stay, certain Wellington signatory insurers that issued policies that contain or
     incorporate these alleged restrictions initiated a confidential Wellington ADR proceeding against Pfizer and Quigley
     on March 12, 2007 to address, among other issues, the scope and effect of these asbestos restrictions (the
     “Asbestosis Restriction ADR“).

     On May 30, 2007, CCC and CIC filed a motion to compel Quigley to either assume or reject the Wellington
     Agreement to the extent the Bankruptcy Court finds it to be an executory contract. Quigley and Pfizer timely
     responded to CCC and CIC’s motion. On July 12, 2007, the Bankruptcy Court adjourned the hearing on CCC and
     CIC’s motion, pending discussion among the parties. Following a further hearing on the motion on November 6,
     2007, the Bankruptcy Court denied CCC and CIC’s motion.

     7.       Prepetition Financing of Quigley’s Operations

     Quigley’s principal assets include its rights under the Shared Asbestos Insurance Policies, the Insurance Settlement
     Agreements and the AIG Insurance Settlement Agreement, the Quigley Insurer Receivables and Quigley’s interest
     in the funds contained in the Insurance Settlement Proceeds Trust. Quigley relies on its rights to proceeds under
     these insurance policies, the funds in the Insurance Settlement Proceeds Trust, and the proceeds of these settlement
     agreements to pay for its substantial liabilities arising from the asbestos personal injury claims. Historically, certain
     insurers have failed at times to honor their obligations to make payments on a timely basis, leaving Quigley from
     time to time without financial means to pay its liability and defense obligations.

     To avoid such cash-flow difficulties, Quigley, as borrower, and Pfizer, as lender, entered into a Credit and Security
     Agreement, dated as of March 6, 2003 (as amended on May 29, 2003 and October 29, 2003, and as further amended
     in connection with the DIP Credit Facility (defined below) on October 8, 2004, February 18, 2005, July 15, 2005,
     January 31, 2006, August 31, 2006, January 18, 2007, August 10, 2007, and February 14, 2008) (the “Senior
     Secured Loan Facility“). Under the Senior Secured Loan Facility, Pfizer provided loans and advances secured by
     all of Quigley’s assets other than certain insurance policies, to allow Quigley to bridge the period between when
     Quigley: (a) paid settlements, judgments and defense costs in connection with asbestos claims, and (b) received
     payment from its insurers for its insurer receivables.

     Under the terms of the Senior Secured Loan Facility, Quigley was required to pay amounts recovered from insurers
     on account of Quigley’s insurer receivables directly into a certain secured cash collateral deposit account maintained
     at JPMorgan Chase Bank, which was subject to a blocked account control agreement between Quigley and Pfizer.
     As Quigley’s insurer receivables were deposited into this account, those amounts were used to reduce the
     outstanding principal balance under the Senior Secured Loan Facility. As of the Petition Date, Quigley was entitled
     to borrow up to $110 million on a revolving basis under the Senior Secured Loan Facility. The aggregate principal
     amount of Quigley’s outstanding obligations under the facility on the Petition Date was approximately $52,724,363,
     inclusive of $6,709,530 in accrued but unpaid prepetition interest.

B.   Prepetition Settlement Negotiations

     1.       Holders of Asbestos PI Claims

              (a)      Quigley’s and Pfizer’s Historical Claims and Settlements

     Quigley was first named as a defendant in an action alleging an asbestos personal injury claim in 1979 or 1980. As
     of the Petition Date, Quigley had been named as a defendant in approximately 411,100 asbestos personal injury
     claims in approximately 131,500 civil actions brought in federal and state courts throughout the United States.
     Pfizer was also first named as a defendant in an action alleging an asbestos personal injury claim in 1979 or 1980.


     10435708.8                                                 34
Of the 411,100 claims that had been asserted against Quigley as of the Petition Date, Pfizer also had been named as
a defendant in approximately 280,343 of these claims in approximately 67,434 civil actions brought in federal and
state courts throughout the United States.

As of the Petition Date, Quigley and Pfizer had settled approximately 132,075 asbestos personal injury claims where
both Quigley and Pfizer were parties to the settlement agreement.5 The settlement amounts due under those
settlement agreements were apportioned between Quigley and Pfizer (and certain other defendants if the settlement
was administered by the ACF or CCR when Quigley and Pfizer were members, as described above in Section
IV.A.6), and each of Quigley and Pfizer paid its apportioned share. In exchange for the settlement payment, Settling
Plaintiffs (as defined below) would provide Quigley and Pfizer with a release of all asbestos personal injury claims
alleged by the Settling Plaintiffs. This release included claims against Pfizer based on its own independent liability
(i.e., arising from Pfizer’s asbestos-containing products) and also any claims against Pfizer that were derivative of,
based on, or related to, Quigley’s asbestos-containing products.

         (b)      Pfizer’s Prepetition Negotiations with Current Holders of Asbestos PI Claims

Commencing in late 2003, Ronald B. Rubin, then a member of the law firm of Rubin & Rubin, Chartered, and
Michael K. Rozen, a partner in the Feinberg Group, LLP, as counsel for Pfizer and its affiliates, other than Quigley,
began settlement negotiations with plaintiffs’ counsel who represented a substantial majority of the holders of
pending asbestos personal injury claims against both Quigley and Pfizer. Pfizer’s counsel engaged in negotiations
with plaintiffs’ counsel who historically had represented claimants with cognizable claims against both Pfizer and
Quigley. Ultimately, Pfizer’s counsel entered into numerous settlements with plaintiffs’ law firms representing
claimants that Pfizer’s counsel believed would be able to establish an actual asbestos-related disease arising from
exposure to a Quigley asbestos-containing product, who also had asserted or would assert cognizable claims against
Pfizer, and whose counsel’s settlement demands were reasonable.

As a result of the settlement negotiations, claimants who met certain criteria, including submitting qualifying
evidence of asbestos-related disease and delivering a signed release to Pfizer, became Settling Plaintiffs (as defined
below) who settled all of their claims against Pfizer arising out of exposure to asbestos, silica, talc and mixed dust.
The settlements did not resolve or release any claims the Settling Plaintiffs hold against Quigley. Thus, all Settling
Plaintiffs retained their claims against Quigley, but released their claims against Pfizer. As a consequence of the
settlements, even after Quigley emerges from chapter 11, the Settling Plaintiffs will have no ability to assert any
claims against Pfizer based on exposure to an asbestos-containing product manufactured or sold by Pfizer. Upon
confirmation and consummation of Quigley’s plan of reorganization nonsettling and future claimants, however, will
be able to assert claims against Pfizer based on exposure to an asbestos-containing product manufactured or sold by
Pfizer.

As of May 14, 2007, law firms representing approximately 172,095 known holders of asbestos personal injury
claims that had been asserted against both Pfizer and Quigley entered into settlement agreements with Pfizer (the
“Pfizer Claimant Settlement Agreements”). Quigley believes there are approximately 212,200 asbestos personal
injury claims that have been or may be asserted against Quigley, including the 172,095 claimants who are parties to
the Pfizer Claimant Settlement Agreements and could become Settling Plaintiffs (as defined below). See Section
IV.A.5(a). On that basis, Quigley believes that Pfizer entered into Pfizer Claimant Settlement Agreements with
more than 80% of the individuals that also hold separate Asbestos PI Claims against Quigley (172,095 ÷ 212,200 =
81.1%).

Pfizer’s counsel also engaged in settlement discussions with other plaintiffs’ counsel, including counsel for certain
plaintiffs who objected to Quigley’s prior plan and disclosure statement. Pfizer’s counsel ultimately did not reach a
settlement with these law firms because it concluded that their settlement demands were unreasonable.




5
    These settlement agreements are separate and apart from the Pfizer Claimant Settlements Agreements (defined below) that
    Pfizer, but not Quigley, entered into shortly before Quigley commenced the Chapter 11 Case.


10435708.8                                                 35
         (c)      Types of Claims Settled Under the Pfizer Claimant Settlement Agreements

Under the Pfizer Claimant Settlement Agreements, Settling Plaintiffs agreed to settle all asbestos personal injury
claims that they may have against Pfizer and its affiliates. However, Settling Plaintiffs did not settle their claims
against Quigley. As discussed below, Settling Plaintiffs’ claims against Quigley are preserved under the Pfizer
Claimant Settlement Agreements and are to be addressed under the terms of Quigley’s Plan.

The claims subject to the Pfizer Claimant Settlement Agreements, as asserted by the claimants, are believed to break
down into the following disease categories: (i) 3,820 mesothelioma claims; (ii) 9,110 lung cancer claims; (iii) 3,880
other cancer claims; and (iv) 155,577 non-malignant claims. In addition, Pfizer is still in the process of reviewing
and identifying the asbestos-related disease for an additional 708 claims. Pfizer believes these claims include both
malignant and nonmalignant claims.

The proportion of each disease type settled by Pfizer under the Pfizer Claimant Settlement Agreements is similar to
the proportion of such disease types as a whole that have been asserted against Pfizer and Quigley in the tort system.

         (d)      Evidence Required Under the Pfizer Claimant Settlement Agreements to Establish a Settling
                  Plaintiff’s Claim

                  (i)      Generally

As one of the conditions precedent to receiving payment from Pfizer under the Pfizer Claimant Settlement
Agreements, settling plaintiffs’ counsel, on behalf of each settling plaintiff, must provide Pfizer with the following
information in support of the settling plaintiffs’ claims:

         •        settling plaintiff’s name and social security number;

         •        settling plaintiff’s trade and the alleged years of exposure to asbestos or asbestos-containing
                  products;

         •        a list of the major jobsites (including facility names and locations) and the dates worked at these
                  jobsites by each settling plaintiff;

         •        evidence of exposure to asbestos or asbestos-containing products for which the settling plaintiff
                  alleges Pfizer or one of its affiliate bears legal responsibility; and

         •        competent medical evidence that the settling plaintiff has or had an asbestos-related disease.

                  (ii)     Medical Evidence

The Pfizer Claimant Settlement Agreements compensate settling plaintiffs that are able to establish, among other
things, that they are suffering from one of the following eight asbestos-related diseases: (a) mesothelioma, (b) lung
cancer 1, (c) lung cancer 2, (d) other cancer, (e) severe asbestosis, (f) asbestosis/pleural disease I, (g)
asbestosis/pleural disease II, or (h) other asbestos disease. In general, the Pfizer Claimant Settlement Agreements
provide that in order to qualify for one of the foregoing asbestos-related diseases categories, the settling plaintiff
must submit documentation sufficient to satisfy the detailed medical criteria requirements contained in the Pfizer
Claimant Settlement Agreements. These medical requirements are summarized below.

                                    Mesothelioma

In order for a plaintiff to establish that he or she is suffering from mesothelioma, the plaintiff must submit 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 that concludes that there is a greater than
50% likelihood or concludes that it is more likely than not (in either instance, referred to herein as a “Reasonable
Degree of Medical Probability”) that the plaintiff has the diagnosis of malignant mesothelioma. In order for a

10435708.8                                                36
practitioner to be “board certified” under the Pfizer Claimant Settlement Agreements, the practitioner must currently
be licensed to practice medicine in the District of Columbia or in one or more U.S. states or territories. In addition,
a “board-certified” practitioner also must be currently certified by an American medical board with respect to the
field in which the practitioner is board-certified. For example, a board-certified radiologist must be currently
certified by the American Board of Internal Medicine in the specialty of radiology.

                                     Lung Cancer 1

In order for a plaintiff to establish that he or she is suffering from lung cancer 1, the plaintiff must submit a
statement from a board-certified pathologist, a board-certified internist, a board-certified oncologist, a board-
certified pulmonary specialist, a board-certified radiologist or a board-certified occupational physician concluding to
a Reasonable Degree of Medical Probability that the plaintiff has a primary carcinoma of the lung and that the
plaintiff’s asbestos exposure was causally related to the primary carcinoma in question. In addition, the plaintiff
must also submit a report prepared by a “Certified B-reader.” A Certified B-reader is defined in the Pfizer
Claimant Settlement Agreement as an individual who has successfully completed the x-ray interpretation course
sponsored by the National Institute of Occupational Safety and Health (“NIOSH”), who has passed the NIOSH
examination for certification as a B-reader and whose NIOSH certification is up to date at the time of his or her
interpretation of the plaintiff’s x-rays. The Certified B-reader’s report must show that the plaintiff has one or more
of the following: a chest x-ray reading of 1/0 or higher on the ILO Grade, bilateral pleural plaques, bilateral pleural
thickening or bilateral pleural calcification6.

To the extent an ILO reading is not available for the plaintiff, instead of submitting the Certified B-reader’s report,
the plaintiff must submit a chest x-ray reading or report that finds one or more of the following, bilateral interstitial
fibrosis, bilateral interstitial markings, bilateral pleural plaques, bilateral pleural thickening or bilateral pleural
calcification, which in each case is consistent with, or compatible with, a diagnosis of an asbestos-related disease.

                                     Lung Cancer 2

In order for a plaintiff to establish that he or she is suffering from lung cancer 2, the plaintiff must submit a
statement from a board-certified pathologist, a board-certified internist, a board-certified oncologist, a board-
certified pulmonary specialist, a board-certified radiologist or a board-certified occupational physician concluding to
a Reasonable Degree of Medical Probability that the plaintiff has a primary carcinoma of the lung and that the
plaintiff’s asbestos exposure was causally related to the primary carcinoma in question.

                                     Other Cancer

In order for a plaintiff to establish that he or she is suffering from a cancer other than lung cancer 1 or lung cancer 2,
the plaintiff must submit a statement by a board-certified pathologist, a board-certified internist, a board-certified
oncologist, a board-certified pulmonary specialist, a board-certified radiologist or a board-certified occupational
physician concluding to a Reasonable Degree of Medical Probability that the plaintiff has a primary colorectal,
esophageal, laryngeal, pharyngeal or stomach carcinoma and that the plaintiff’s asbestos exposure was causally
related to the carcinoma in question.

                                     Asbestosis/Pleural Disease I

In order for a plaintiff to establish that he or she is suffering from asbestosis/pleural disease I, the plaintiff must
submit documentation sufficient to satisfy one of the following three options. Under the first option, a plaintiff may
submit a report by a board-certified pathologist, a board-certified pulmonary specialist, a board-certified internist or
a board-certified occupational physician concluding to a Reasonable Degree of Medical Probability that the plaintiff
has pulmonary asbestosis. Under this option, a plaintiff also must submit a report by a Certified B-reader showing

6
         Under the terms of the Pfizer Claimant Settlement Agreements, the “ILO Grade” is the radiology rating for the
presence of pleural or parenchymal lung changes by chest x-rays as established from time to time by the International Labor
Organization (“ILO”) and as set forth in “Guidelines for the Use of ILO International Classification of Radiographs of
Pneumoconioses (2000).”


10435708.8                                                  37
that the plaintiff has a chest x-ray reading of 1/0 or higher on the ILO Grade. Under the second option, a plaintiff
may submit a statement by a board-certified pathologist concluding to a Reasonable Degree of Medical Probability
that more than one representative section of lung tissue otherwise involved with any other process (i.e., cancer or
emphysema) demonstrates a pattern of peribronchiolar or parenchymal scarring in the presence of characteristic
asbestos bodies, and that there is no other more probable explanation for the presence of the fibrosis other than
asbestos exposure. Finally, under the third option, a plaintiff may submit a report by a Certified B-reader showing
that the plaintiff has a chest x-ray reading of bilateral pleural disease of B2 or greater on the ILO Grade.

In addition to satisfying one of the foregoing three options, a plaintiff seeking to establish that he or she is suffering
from asbestosis/pleural disease I also must submit 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
Probability that the plaintiff’s asbestos exposure was causally related to the asbestos-related disease in question.

All plaintiffs seeking to establish asbestosis/pleural disease I must also submit to Pfizer the results of “Pulmonary
Function Testing.” Under the terms of the Pfizer Claimant Settlement Agreement, Pulmonary Function Testing is
defined as standardized procedures used for testing lung function. These tests can measure how much air can be
moved into and out of the lungs, various lung volumes, the capacity of the lungs to transfer gases from the alveoli
into the blood, and the amount of gases in the blood. The results of a plaintiff’s Pulmonary Function Testing must
satisfy one of two standards under the terms of the Pfizer Claimant Settlement Agreement. Under the first set of
standards, a plaintiff’s Pulmonary Function Testing must show that the plaintiff’s “forced vitality capacity”
(“FVC”) is less than 80% of normal values. The “FVC” measures a person’s ability to exhale as completely and
quickly as possible after inhalation on a pulmonary function spirometry test. In addition, the results of the plaintiff’s
Pulmonary Function Testing under the first set of standards also must show that the ratio of the plaintiff’s “forced
expiratory volume in one second” (“FEV1”) when compared to a plaintiff’s FVC is greater than or equal to 65%.
The FEV1 measures the quantity of air forcefully expired in one second during pulmonary function spirometry test.

Under the second set of standards necessary to satisfy the Pulmonary Function Testing requirement, a plaintiff may
submit the results of its Pulmonary Function Testing that shows “total lung capacity” (“TLC”) of less than 80% of
normal values. The TLC measures the total amount of air that can be taken into the lungs by a person, including the
air that cannot be exhaled, as measured by lung volume testing in a Pulmonary Function Testing.

                                     Asbestosis/Pleural Disease II

In order for a plaintiff to establish that he or she is suffering from asbestosis/pleural disease II, the plaintiff must
submit a report by a board-certified pathologist, a board-certified pulmonary specialist, a board-certified internist or
a board-certified occupational physician concluding to a Reasonable Degree of Medical Probability that the plaintiff
has pulmonary asbestosis. A plaintiff must also submit a report by a Certified B-reader showing that plaintiff has
one or more of the following, a chest x-ray reading of 1/0 or higher on the ILO Grade, bilateral pleural plaques,
bilateral pleural thickening or bilateral pleural calcification.

To the extent an ILO reading is not available, the plaintiff must submit a chest x-ray reading or report that finds one
or more of the following, bilateral interstitial fibrosis, bilateral interstitial markings, bilateral pleural plaques,
bilateral pleural thickening or bilateral pleural calcification, which in each case is consistent with, or compatible
with, a diagnosis of an asbestos-related disease.

In addition to the foregoing materials, a plaintiff also must submit a statement from a board-certified pathologist, a
board-certified pulmonary specialist, a board-certified internist or a board-certified occupational physician
concluding to a Reasonable Degree of Medical Probability that the plaintiff’s asbestos exposure was causally related
to the asbestos-related disease in question.

                                     Other Asbestos Disease

In order for a plaintiff to establish that he or she qualifies for payment under the other asbestos disease category, the
plaintiff must submit one of two types of reports. The first report is a report by a board-certified pathologist, a
board-certified pulmonary specialist, a board-certified internist or a board-certified occupational physician


10435708.8                                                 38
concluding to a Reasonable Degree of Medical Probability that the plaintiff has one or more of the following,
bilateral interstitial fibrosis, bilateral interstitial markings, bilateral pleural plaques, bilateral pleural thickening,
bilateral pleural calcification or an asbestos-related malignancy (except for mesothelioma), which in each case is
consistent with, or compatible with, a diagnosis of an asbestos-related disease.

The second report that a plaintiff may submit to qualify for payment under the other asbestos disease category is a
report by a Certified B-reader that shows that the plaintiff has one or more of the following, a chest x-ray reading of
1/0 or higher on the ILO Grade, bilateral pleural plaques, bilateral pleural thickening or bilateral pleural
calcification. To the extent an ILO reading is not available, a plaintiff must submit a chest x-ray reading or report
that finds one or more of the following, bilateral interstitial fibrosis, bilateral interstitial markings, bilateral pleural
plaques, bilateral pleural thickening or bilateral pleural calcification, which in each case, is consistent with, or
compatible with, a diagnosis of an asbestos-related disease.

                   (iii)    Exposure Evidence

Under the terms of the Pfizer Claimant Settlement Agreements, plaintiffs also must submit evidence of exposure to
an asbestos-containing product. Specifically, plaintiffs must provide Pfizer with evidence of exposure to asbestos or
asbestos-containing products for which the plaintiff alleges Pfizer or one of its affiliate bears legal responsibility.
Exposure evidence will be limited solely to documentary evidence, including affidavits or other sworn testimony,
verified answers to interrogatories or trial or deposition testimony. All evidence must demonstrate that the plaintiff
was exposed to asbestos or an asbestos-containing product and be sufficient to defeat a motion for summary
judgment under the law of the jurisdiction where the settling plaintiff’s legal action is pending.

         (e)       Specific Provisions of the Pfizer Claimant Settlement Agreements

As a result of additional post-petition settlements, the Pfizer Claimant Settlement Agreements contemplate an
aggregate cash payment by Pfizer of approximately $450 million outside of Quigley’s Chapter 11 Case. From this
cash payment, each Settling Plaintiff (described below) will be paid an agreed amount (the “Settlement Amount“).
Under the Pfizer Claimant Settlement Agreements, a “Settling Plaintiff” is a plaintiff who satisfies the medical and
exposure requirements described above and who agrees to be bound by the terms of the Pfizer Claimant Settlement
Agreement. The Settlement Amount for each Settling Plaintiff is principally dependent on which disease category
the Settling Plaintiff qualifies for based on the Settling Plaintiff’s satisfaction of the medical and exposure evidence
requirements described above. The Settlement Amount will be paid only if certain conditions are satisfied,
including the delivery of a signed release to Pfizer, as described more fully below.

Under the Pfizer Claimant Settlement Agreements, each Settling Plaintiff only has settled its claim(s) against Pfizer
and the other Pfizer Protected Parties, but not its claim(s) against Quigley. Settling Plaintiffs’ Asbestos PI Claims
against Quigley are fully preserved and are to be paid in accordance with the terms of the Asbestos PI Trust
Distribution Procedures.

As executed, the Pfizer Claimant Settlement Agreements provided that if, as Quigley currently projects, the
Asbestos PI Trust Assets are insufficient to satisfy 100% of the value attributed under the Asbestos PI Trust
Distribution Procedures to the Asbestos PI Claims of all non-settling present Claimants and the estimated number of
future Claimants as determined as of the Effective Date of the Plan, each Settling Plaintiff agreed to reduce the
amount of its distribution from the Asbestos PI Trust to an amount not to exceed 10% of the payment percentage
established in the Asbestos PI Trust Distribution Procedures for similarly-situated non-settling and future Claimants.
As described in more detail below in Section V.C.10, the Bankruptcy Court found that this provision required the
claim amount of holders of Asbestos PI Claims that entered into Pfizer Claimant Settlement Agreements to be
reduced by 90% for purposes of voting on Quigley’s prior plan. Based on this ruling, the Court held that holders of
Asbestos PI Claims had not accepted that plan. As further described in more detail in Section V.C.10 below, Pfizer
has agreed to waive the provision in the Pfizer Claimant Settlement Agreements that requires Settling Plaintiffs to
reduce their distributions from the Asbestos PI Trust, provided that such waiver will be null and void and of no
further force or effect in the event that the Effective Date of the Plan does not occur. Based on this waiver,
claimants that become Settling Plaintiffs under the Pfizer Claimant Settlement Agreements will receive the same
distribution from the Asbestos PI Trust as similarly situated non-settling holders of Asbestos PI Claims.


10435708.8                                                  39
     Pfizer’s obligation to pay the Settlement Amount is subject to various conditions, including the following:

              •        Settling Plaintiffs must provide Pfizer with medical and exposure evidentiary support for their
                       claims (as discussed above);

              •        Settling Plaintiffs must support any action by Pfizer or Quigley to preliminarily enjoin the further
                       prosecution or commencement of personal injury actions against Pfizer and its affiliates during the
                       pendency of Quigley’s Chapter 11 Case;

              •        Each Settling Plaintiff must have delivered a valid release of all asbestos personal injury claims
                       against the Pfizer Protected Parties, other than Quigley; Asbestos PI Claims against Quigley will
                       be treated under the Plan in accordance with the Asbestos PI Trust Distribution Procedures and
                       will be discharged and released under section 1141 of the Bankruptcy Code; and

              •        Quigley must have obtained a final order of the District Court for the Southern District of New
                       York (the “District Court“) confirming the Plan (or affirming an order of the Bankruptcy Court
                       confirming the Plan), which is not subject to appeal, review or certiorari proceeding (the
                       “Settlement Agreement Effective Date“).

     As of December 1, 2005, Pfizer became obligated to pay 50% of the Settlement Amount to the Settling Plaintiffs’
     counsel, for the benefit of the Settling Plaintiffs, to the extent Settling Plaintiffs had satisfied all of the above
     conditions except for the occurrence of the Settlement Agreement Effective Date. The remaining 50% balance of
     the Settlement Amount will be paid within five Business Days after the occurrence of the Settlement Agreement
     Effective Date.

     As consideration for Pfizer’s payment of the 50% advance, Settling Plaintiffs have agreed to release all asbestos
     personal injury claims against Pfizer and the other Pfizer Protected Parties (other than Quigley) and Settling
     Plaintiffs’ counsel have agreed to a three-year moratorium on the filing of new asbestos personal injury claims
     against the Pfizer Protected Parties other than with respect to the filing of Asbestos PI Claims in the Chapter 11
     Case. This moratorium will not apply to Settling Plaintiffs who need financial assistance on an immediate basis and
     who have first pursued and exhausted all sources of recovery from defendants other than the Pfizer Protected
     Parties.

     2.       Future Demand Holders’ Representative

     Prior to the commencement of the Chapter 11 Case, Quigley selected Albert Togut to serve as the representative of
     the holders of future Demands alleging exposure to asbestos or asbestos-containing products allegedly manufactured
     by Quigley. Mr. Togut selected the law firm of Togut Segal & Segal LLP as his bankruptcy counsel and Kirkpatrick
     & Lockhart Nicholson Graham LLP as his special insurance counsel. Mr. Togut also retained Hamilton, Rabinovitz
     & Alschuler, Inc. to act as Mr. Togut’s expert for the purpose of evaluating the Asbestos PI Claims against Quigley.
     Over a period of three months, Mr. Togut and his professionals conducted due diligence on Pfizer and Quigley and
     the Asbestos PI Claims, including the product history of Quigley. During that time, Mr. Togut and representatives
     of Quigley and Pfizer spent considerable time negotiating the general terms of the Quigley Contribution and the
     Pfizer Contribution (i.e., Quigley’s and Pfizer’s respective contributions to the Asbestos PI Trust) and the principal
     terms of the Asbestos PI Trust Distribution Procedures. Shortly before the commencement of the Chapter 11 Case,
     the parties reached an agreement in principle on the broad parameters of a resolution of these issues. For a detailed
     description of Pfizer’s Contribution, Quigley’s Contribution and the terms of the Asbestos PI Trust Distribution
     Procedures, see Sections VI.D and VII.A.7, respectively.

C.   Commencement of the Chapter 11 Case

     The cost of defending and resolving the personal injury claims against Quigley and Pfizer has been and is
     substantial. As of the Petition Date, Quigley and Pfizer had incurred approximately $1.04 billion in settlement
     payments or judgments with respect to asbestos personal injury and wrongful death claims and incurred
     approximately $179 million to defend these claims. As of the Petition Date, Quigley was defending approximately


     10435708.8                                               40
     160,000 pending asbestos personal injury claims, and when Quigley solicited acceptances and rejections of its prior
     plan, 209,171 claimants who claim to hold asbestos personal injury claims voted. When coupled with the
     bankruptcies of nearly 70 asbestos defendants, the pressure on Quigley in the tort system had grown to intolerable
     levels. Quigley currently estimates that the remaining coverage potentially available to it under the Shared Asbestos
     Insurance Policies, the Insurance Settlement Agreements and the AIG Insurance Settlement Agreement, together
     with the amounts contained in the Insurance Settlement Proceeds Trust, will not be sufficient to satisfy in full the
     pending and future Asbestos PI Claims asserted against Quigley. Accordingly, Quigley commenced its Chapter 11
     Case to conserve its remaining assets and to afford it time to formulate a chapter 11 reorganization plan that will
     satisfy the requirements of section 524(g) of the Bankruptcy Code, and treat all present and future Claimants fairly
     and equitably.

                                             V.       THE CHAPTER 11 CASE

A.   General

     On September 3, 2004, Quigley filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with
     the Bankruptcy Court in order to resolve its liability for the Asbestos PI Claims under a court-supervised
     reorganization process. The case is being administered as In re Quigley Company, Inc., Case No. 04-15739 (SMB),
     and was originally administered by the Honorable Prudence Carter Beatty, a United States Bankruptcy Court Judge
     for the Southern District of New York. As of January 24, 2006, the case was reassigned to the Honorable Stuart M.
     Bernstein, a United States Bankruptcy Court Judge for the Southern District of New York.

     Quigley continues to operate its business and manage its properties as a debtor in possession subject to the
     provisions of the Bankruptcy Code. Pursuant to the provisions of the Bankruptcy Code, Quigley is not permitted to
     pay any Claims that arose prior to the Petition Date unless specifically authorized by the Bankruptcy Court.
     Similarly, Claimants may not enforce any Claims against Quigley that arose prior to the Petition Date unless
     specifically authorized by the Bankruptcy Court. In addition, as a debtor in possession, Quigley has the right,
     subject to the Bankruptcy Court’s approval, to assume or reject any Executory Contracts and unexpired leases in
     existence at the Petition Date. Parties having Claims as a result of any such rejection may file proofs of claim with
     the Bankruptcy Court, which will be addressed as part of the Chapter 11 Case.

     Both before and after the Petition Date, Quigley, Pfizer, the Future Demand Holders’ Representative and the
     Creditors’ Committee (or certain of its members with respect to prepetition negotiations) have been engaged in
     extended substantive negotiations regarding the terms of the Plan and the Asbestos PI Trust Distribution Procedures,
     as well as the terms of the Pfizer Contribution and the Quigley Contribution to the Asbestos PI Trust to be created
     under the Plan.

B.   Professionals Retained in the Chapter 11 Case

     1.        Quigley’s Attorneys and Advisers

     The principal professionals that Quigley has retained with respect to chapter 11 matters are as follows:

               Attorneys                                              Claims, Noticing and Ballot Agent

               Schulte Roth & Zabel LLP                               Wells Fargo Trumbull
               919 Third Avenue                                       Griffin Center
               New York, NY 10022                                     4 Griffin Road North
               (212) 756-2000                                         Windsor, CT 06095
               Attn: Michael L. Cook                                  (860) 687-7579
                                                                      Attn: Rhonda Collum




     10435708.8                                                41
         Pharmaceutical Products Evaluation Consultant

         The Foresight Group
         2300 Computer Avenue
         Willow Grove, PA 19090
         (215) 628-3695
         Attn: Pieter van Hoeven

2.       Creditors’ Committee and Future Demand Holders’ Representative

On September 22, 2004, the United States Trustee for the Southern District of New York (the “U.S. Trustee”),
pursuant to its authority under section 1102 of the Bankruptcy Code, appointed the Creditors’ Committee. By final
order dated September 27, 2004, the Bankruptcy Court approved the appointment of Albert Togut as the Future
Demand Holders’ Representative. The Creditors’ Committee and the Future Demand Holders’ Representative have
participated actively in all aspects of the Chapter 11 Case.

         (a)     Creditors’ Committee

The Creditors’ Committee currently consists of the following seven members. The law firm representing each
member of the Creditors’ Committee is indicated in the parentheses.

         •       Kathleen LoPresti (Kelley & Ferraro LLP)

         •       Thomas Geoffrey Langved (Baron & Budd, P.C.)

         •       Lyle Lewis (Brayton Purcell)

         •       Thomas Bailey (Law Offices of Cooney & Conway)

         •       Ricardo Whitehead (Simmons Cooper, LLC)

         •       James Brennan (Weitz & Luxenberg, P.C.)

         •       T.J. Littlefield (Silber Pearlman LLP)

The Creditors’ Committee has retained the following professionals:

         Attorneys                                             Accountants and Financial Advisor

         Caplin & Drysdale, Chartered                          Charter Oak Financial Consultants, LLC
         1 Thomas Circle NW                                    430 Center Ave.
         Washington, DC 20005                                  Mamaroneck, NY 10543
         (202) 862-5000                                        (914) 372-1874
         Attn: Peter Van N. Lockwood                           Attn: Brad M. Rapp

         Caplin & Drysdale, Chartered                          Asbestos Personal Injury Consultants
         399 Park Avenue, 27th Floor
         New York, NY 10022                                    Legal Analysis Systems
         (212) 319-7125                                        970 Calle Arroyo
         Attn: Elihu Inselbuch                                 Thousand Oaks, CA 91360
                                                               (805) 499-3572
                                                               Attn: Mark Peterson




10435708.8                                                42
              (b)      Future Demand Holders’ Representative

     The Future Demand Holders’ Representative has retained the following professionals:

              Attorneys                                               Asbestos Personal Injury Consultants

              Togut, Segal & Segal LLP                                Hamilton, Rabinovitz & Alschuler, Inc.
              One Penn Plaza                                          26384 Carmel Rancho Lane, Suite 202
              New York, NY 10019                                      Carmel, CA 93923
              Bankruptcy Counsel                                      (831) 626-1350
              (212) 594-5000                                          Attn: Francine Rabinovitz
              Attn: Richard K. Milin

              Kirkpatrick & Lockhart Preston Gates Ellis LLP
              Henry W. Oliver Building
              535 Smithfield Street
              Pittsburgh, PA 15222-2312
              (412) 355-6500
              Special Insurance Counsel
              Attn: Donald Seymour

C.   Significant Events During the Chapter 11 Case

     1.       Stay of Asbestos and Silica Personal Injury Claims Against Pfizer

     To preserve Quigley’s most significant assets, the Shared Asbestos Insurance Policies, the Insurance Settlement
     Agreements, the AIG Insurance Settlement Agreement, and the funds in the Insurance Settlement Proceeds Trust,
     Quigley commenced an adversary proceeding in the Bankruptcy Court on the Petition Date, pursuant to sections
     105(a) and 362(a) of the Bankruptcy Code and Rule 7065 of the Bankruptcy Rules in the Bankruptcy Court, against:
     (a) all current and future claimants who have asserted or may assert claims against Pfizer, which allege personal
     injury or wrongful death based on purported exposure to asbestos, silica, mixed dust, talc or vermiculite; and (b) any
     party who attempts to take action against any property in which both Pfizer and Quigley have a legal, equitable,
     beneficial, contractual or other interest including, without limitation, the Shared Asbestos Insurance Policies and the
     funds in the Insurance Settlement Proceeds Trust (Adv. Proc. No. 04-04262 (SMB)). In the adversary proceeding,
     Quigley sought a declaratory judgment that the automatic stay of section 362(a) of the Bankruptcy Code stays the
     commencement or continuation of these claims and an injunction under section 105(a) of the Bankruptcy Code.

     In connection with the commencement of the adversary proceeding, Quigley also filed a motion seeking a temporary
     restraining order and preliminary injunction staying all pending and future asbestos personal injury claims against
     Pfizer. Quigley sought this relief because, absent a stay of the asbestos personal injury claims against Pfizer, the
     Shared Asbestos Insurance Policies and the funds in the Insurance Settlement Proceeds Trust would be depleted. In
     other words, if Pfizer were required to continue to defend the asbestos personal injury claims pending against it,
     Quigley could be left with significantly fewer assets to fund its Plan.

     The Bankruptcy Court issued a temporary restraining order on September 7, 2004, staying all pending and future
     asbestos personal injury claims against Pfizer, and prohibiting any party from taking any action against property
     shared by Quigley and Pfizer, including the Shared Asbestos Insurance Policies and the funds in the Insurance
     Settlement Proceeds Trust. The temporary restraining order also provided for a hearing on Quigley’s request for a
     preliminary injunction on September 27, 2004. By order dated September 27, 2004, the Bankruptcy Court
     adjourned the hearing on the preliminary injunction and extended the duration of the temporary restraining order
     until completion of the hearing on the preliminary injunction.

     The Bankruptcy Court held the preliminary injunction hearing on November 1 and 17, 2004. At the conclusion of
     the November 17 hearing, the Bankruptcy Court approved Quigley’s request for a preliminary injunction. The
     Bankruptcy Court held a further hearing on the form of the preliminary injunction order on December 13, 2004 and,

     10435708.8                                                43
on December 17, 2004, issued the preliminary injunction staying the prosecution of (a) all current and future claims
or actions against Pfizer that allege personal injury or wrongful death based on purported exposure to asbestos,
silica, mixed dust, talc or vermiculite; and (b) any attempts by any party to take action against any property in which
both Pfizer and Quigley have a legal, equitable, beneficial, contractual or other interest, including, without
limitation, the Shared Asbestos Insurance Policies and the funds in the Insurance Settlement Proceeds Trust, during
the pendency of the Chapter 11 Case.

On December 27, 2004, the Ad Hoc Committee of Tort Victims (the “Ad Hoc Committee“) and Reaud, Morgan &
Quinn, L.L.P. (“Reaud Morgan“), each of which had previously objected to the issuance of the preliminary
injunction, moved for leave to appeal from the Bankruptcy Court’s preliminary injunction order. The motion(s) for
leave to appeal were assigned to United States District Court Judge Victor Marrero. In a decision and order dated
April 8, 2005, Judge Marrero held that the preliminary injunction order was not a final, appealable order and denied
the motions for leave to appeal.

On November 16, 2006, certain claimants who allegedly hold asbestos personal injury claims against Pfizer, and not
Quigley, filed a motion in the Bankruptcy Court for relief from the preliminary injunction, asserting, among other
things, that the claimants were not precluded by the terms of the preliminary injunction from suing Pfizer because
they were not claimants at the time the preliminary injunction was issued and they therefore did not receive actual
notice of the injunction. On December 7, 2006, Quigley and Pfizer filed an objection to the claimants’ motion,
asserting, among other things, that the preliminary injunction by its terms enjoins future claimants. On December
14, 2006, the Bankruptcy Court held a hearing on the claimants’ motion, but reserved decision. On January 10,
2007, the Bankruptcy Court directed the parties to submit additional briefing on the issue of whether claimants who
did not receive actual notice of the injunction could be bound to the preliminary injunction. Following the parties’
submission of those briefs, the Bankruptcy Court ruled on January 31, 2007, that the preliminary injunction could
bind claimants that had not received actual notice of the adversary proceeding or the preliminary injunction. On
March 6, 2007, the claimants’ counsel advised the Bankruptcy Court that they had negotiated a satisfactory
resolution of their motion with counsel for Pfizer and Quigley, and they withdrew their motion.

On May 2, 2007, in connection with its Trustee Motion (described below in Section V.C.13), the Ad Hoc Committee
requested, among other things, that the Bankruptcy Court modify the Preliminary Injunction to allow claimants to
assert asbestos-related claims against Pfizer that are not based on Quigley’s products. Quigley, Pfizer and the Ad
Hoc Committee negotiated modifications to the Preliminary Injunction, and, following status conferences on
October 2, November 6, and December 6, 2007, the Bankruptcy Court approved the amended Preliminary
Injunction.

2.       Employee-Related Matters

On September 9, 2004, Quigley obtained an order of the Bankruptcy Court authorizing Quigley to pay its employees
for prepetition wages, salaries, and other compensation, in an effort to maintain the continued support, cooperation,
and morale of its employees and to minimize any salary, wage, and employee benefit disruptions that might have
been resulted from the commencement of the Chapter 11 Case.

In addition, on March 17, 2005, the Bankruptcy Court entered an order granting Quigley’s request to assume
retention allowance agreements with eight employees of its Claims Handling Unit. Under these agreements, each
employee received a retention bonus from Quigley equal to his or her annual base salary on July 15, 2006.
Quigley’s aggregate payment on account of the eight retention bonuses was $580,900.

On May 25, 2005, the Bankruptcy Court entered an order extending the employment agreement of Paul A. Street,
Quigley’s President, for one year, to May 25, 2006. On June 27, 2006, the Bankruptcy Court entered an order
extending the same employment agreement for an additional year, to May 24, 2007. From May 25, 2007 through
March 31, 2008, Mr. Street continued to serve as Quigley’s President on an at-will basis.

The Bankruptcy Court entered an order on July 16, 2007, authorizing Quigley to assume its retention allowance
agreement with Kim D. Jenkins, Quigley’s Senior Vice President, Treasurer and director of its Claims Handling
Unit. As described above, on March 19, 2008, Quigley's Board of Directors appointed Ms. Jenkins as Quigley's
President, effective April 1, 2008. She will serve as Quigley's President on an at-will basis.

10435708.8                                                44
3.       Use of Cash Collateral and the DIP Credit Facility

The Bankruptcy Court entered an interim order on September 7, 2004, authorizing Quigley to use Pfizer’s cash
collateral in an amount not to exceed $365,615 in accordance with an agreed upon budget. In consideration for such
use, the Bankruptcy Court authorized Quigley to grant Pfizer, as adequate protection for use of such cash collateral
and for any decline in value of Pfizer’s prepetition collateral:

                   (a)     a senior and perfected priming security interest and lien on: (i) all of Pfizer’s prepetition
collateral under the Senior Secured Loan Facility, and (ii) all postpetition collateral (excluding Avoidance Actions);
and

                  (b)      superpriority administrative expense status over any and all other expenses or claims
against Quigley, except for certain expenses carved out in such order for certain Fee Claims.

On September 27, 2004, the Bankruptcy Court entered the Final DIP/Cash Collateral Order, authorizing Quigley to
further use Pfizer’s cash collateral and to amend the Senior Secured Loan Facility to authorize Quigley to borrow
from Pfizer postpetition (as amended, the “DIP Credit Facility“).

Pursuant to the terms of the Final DIP/Cash Collateral Order and the DIP Credit Facility:

         •        Quigley may use Pfizer’s prepetition cash collateral up to a maximum principal amount of $30
                  million. If such accessible cash collateral is at any time less than $30 million, Quigley will have
                  access to financing under a revolving credit facility up to a maximum of $20 million; provided,
                  however, that availability under the revolving credit facility will be reduced by the sum of: (a)
                  cash collateral available to Quigley in a certain secured account; and (b) cash collateral used by
                  Quigley between the Petition Date and the date of entry of the Final DIP/Cash Collateral Order.

         •        Quigley may use cash collateral and/or proceeds of the DIP Credit Facility to pay ordinary course
                  business expenses incurred in operating its business or expenses for the administration of the
                  Chapter 11 Case, consistent with an agreed upon budget.

         •        All loans and all other obligations under the DIP Credit Facility are (a) entitled to superpriority
                  claim status pursuant to section 364(c)(1) of the Bankruptcy Code; and (b) secured by a first
                  priority perfected priming lien on and security interest in all of Quigley’s current and future assets
                  (other than certain insurance policies) pursuant to sections 364(c)(2) and 364(d) of the Bankruptcy
                  Code, subject in each case to a carve out from such superpriority status and liens for (x) the
                  payment of allowed and unpaid Professional fees and disbursements incurred by Quigley, the
                  Creditors’ Committee, or the Future Demand Holders’ Representative, but to the extent an event
                  of default occurs under the DIP Credit Facility, the carve out for such Professional fees and
                  disbursements will be an aggregate amount not to exceed $700,000, (y) the payment of U.S.
                  Trustee and Bankruptcy Court clerk fees, and (z) the payment of Chapter 7 trustee fees in an
                  aggregate amount not to exceed $15,000.

         •        As adequate protection for the granting of the priming liens and for use of Pfizer’s prepetition cash
                  collateral, Pfizer was granted a replacement second priming lien on its prepetition collateral and
                  second lien on postpetition collateral (in each case, other than certain insurance policies). As
                  additional adequate protection for the use of its cash collateral, Pfizer’s claim for use of cash
                  collateral is entitled to superpriority status pursuant to sections 503(b) and 507(b) of the
                  Bankruptcy Code, subject to the carve out expenses described above and the superpriority claims
                  granted to Pfizer with respect to Quigley’s obligations under the DIP Credit Facility.

         •        The term of the DIP Credit Facility extends through August 18, 2008, or such earlier date as
                  provided in the Senior Secured Loan Facility.




10435708.8                                                45
         •       As of the date of this Disclosure Statement, there were no outstanding borrowings or other
                 obligations under the DIP Credit Facility and Quigley anticipates that there will be no borrowings
                 prior to September 1, 2008, the assumed Effective Date of the Plan.

4.       Real Property Matters

The Bankruptcy Court entered an order on December 7, 2004, authorizing Quigley to assume an office sublease for
the premises at which its headquarters and Claims Handling Unit are located. The sublease expired in January,
2008.

The Bankruptcy Court entered an order on March 3, 2008, authorizing Quigley to enter into a new office lease for
the same premises at which its headquarters and Claims Handling Unit are now located. Under the lease, which has
a term of 5 years from its February 1, 2008 inception, Quigley will pay approximately $46,000.00 per month for
basic rent and other charges.

5.       Judicial Recusal Motion

On October 4, 2004, the Creditors’ Committee filed a motion requesting that Judge Beatty recuse herself from
presiding over the Chapter 11 Case (the “Recusal Motion“). The Ad Hoc Committee joined the Recusal Motion on
October 26, 2004. The Bankruptcy Court entered an order (the “Recusal Order“) denying the Recusal Motion on
November 1, 2004.

The Creditors’ Committee and the Ad Hoc Committee filed a petition seeking a Writ of Mandamus directing recusal
on November 12, 2004. On November 30, 2004, Quigley and Pfizer filed an opposition brief to the Ad Hoc
Committee’s Writ of Mandamus petition. In addition, on November 18, 2004, the Creditors’ Committee moved for
leave to appeal to the District Court from the Recusal Order. Both the petition and motion for leave to appeal were
assigned to United States District Judge Charles Haight. On December 1, 2004, Judge Haight issued a
memorandum and order finding that the petition had been subsumed by the motion and advising that he would
determine the motion without the need for oral argument. Subsequently, on February 2, 2005, Judge Haight issued
an opinion and order denying the motion for leave to appeal.

On February 10, 2005, Judge Haight issued a memorandum and order authorizing the Ad Hoc Committee to file a
reply brief by February 17, 2005 to Quigley and Pfizer’s opposition to the Ad Hoc Committee’s Mandamus petition,
following which he would consider the merits of the petition. On February 17, 2005, the Ad Hoc Committee filed
its reply brief.

On February 28, 2005, Judge Haight issued a further memorandum and order advising the parties that Judge Haight
owns shares of stock in Pfizer. The memorandum advised that 28 U.S.C. § 455(d)(4), a statute governing recusal of
judges, provides that a judge will disqualify himself in a case where he has a financial interest in a party to the
proceeding. Judge Haight’s memorandum directed Quigley and the Ad Hoc Committee to file and serve letter briefs
by March 15, 2005, addressing the issue of whether Pfizer is a “party” within the meaning of 28 U.S.C. § 455(d)(4)
in the proceeding before him. The memorandum further provided that if it were determined that Pfizer is a “party”
within the meaning of the statute, Judge Haight would recuse himself from the matter. On March 15, 2005, Quigley,
Pfizer, the Ad Hoc Committee, and the Creditors’ Committee submitted letter briefs in response to Judge Haight’s
memorandum. A decision on the petition for the Writ of Mandamus was stayed pending a determination on this
issue.

On February 28, 2005, United States District Court Judge William H. Pauley, III, issued an order concurring with
Judge Haight’s February 2, 2005 order, which held that the Recusal Order was not a final order and that the
Creditors’ Committee’s motion for leave to appeal was denied.

By letter dated March 23, 2005, Judge Haight advised the Creditors’ Committee’s counsel, and requested that they
advise the other parties, that Judge Haight had recused himself from the matter. On April 7, 2005, the matter was
reassigned to United States District Judge Victor Marrero. On July 5, 2005, Judge Marrero issued a decision and
order denying the petition for a Writ of Mandamus.


10435708.8                                              46
The Creditors’ Committee and the Ad Hoc Committee filed a notice of appeal from Judge Marrero’s order denying
the petition for a Writ of Mandamus on August 3, 2005, Case No. 05-4250-BK. They simultaneously filed a petition
in the Court of Appeals for the Second Circuit seeking a Writ of Mandamus directing recusal, Case No. 05-4028-
OP. A pre-argument conference was held on October 18, 2005, and the Court of Appeals issued a briefing schedule
under which oral argument was to occur no earlier than late-January 2006. On January 9, 2006, Judge Beatty took a
medical leave of absence. On January 19, 2006, the Court of Appeals addressed a letter to the parties inquiring
whether the appeal had been rendered moot as a result of Judge Beatty’s leave of absence. On January 24, 2006,
Quigley informed the Court of Appeals that the Chapter 11 Case had been reassigned from Judge Beatty to Judge
Bernstein. The Court of Appeals concluded on that date that the appeal had been rendered moot, and on or about
February 7, 2006, the Court of Appeals removed the appeal from the oral argument calendar. On May 9, 2007, the
Court of Appeals issued a mandate that the notice of appeal filed by the Creditors’ Committee and the Ad Hoc
Committee was dismissed as moot.

6.       Disclosure Requirements

Quigley and Pfizer moved (the “Rule 2019 Motion“) on November 9, 2004 for an order, among other things,
striking the objections of the Ad Hoc Committee and Reaud Morgan to Quigley’s motion for a preliminary
injunction and disqualifying the members of the Ad Hoc Committee, Reaud Morgan, and their counsel from
representing personal injury Claimants in the Chapter 11 Case for failure to comply with the disclosure requirements
of Rule 2019 of the Bankruptcy Rules. On November 17, 2004, the Bankruptcy Court held a hearing on the Rule
2019 Motion and directed the United States Trustee to oversee compliance with the disclosure requirements of
Federal Rule of Bankruptcy Procedure 2019. Consequently, the United States Trustee submitted a proposed
Bankruptcy Rule 2019 order on December 15, 2004. After a series of discussions among counsel for Quigley,
Pfizer, the Ad Hoc Committee, and Reaud Morgan, and a hearing on January 21, 2005 with respect to the form of
the order, the United States Trustee withdrew the proposed order in response to certain concerns raised by the
Bankruptcy Court.

7.       The Bar Date (for Claims other than Asbestos PI Claims)

On November 19, 2004, Quigley filed with the Bankruptcy Court its Schedules. In the Schedules, Quigley listed a
total of approximately 162,000 Claims.

On June 22, 2005, Quigley filed a motion seeking an order fixing a bar date for the filing of proofs of claim against
Quigley’s estate for all Claims except for Asbestos PI Claims and certain other excluded Claims described below.
By order dated July 26, 2005 (the “Bar Date Order“), the Bankruptcy Court set a bar date of September 15, 2005
(the “Bar Date“). Holders of Claims alleging exposure to silica allegedly contained in a Quigley product were
subject to the Bar Date.

Quigley mailed notices of the Bar Date and proof of claim forms to all the entities identified in the Schedules other
than holders of Asbestos PI Claims (the “Bar Date Notice“). Along with the Bar Date Notice sent to counsel for
claimants who have asserted silica claims against Quigley, Quigley attached a list of the plaintiffs Quigley believes
such counsel represents.

Notice of the Bar Date was published once in USA Today, the national edition of The Wall Street Journal and
Mealey’s Litigation: Silica.

Pursuant to the Bar Date Order, each Creditor holding a prepetition Claim (other than an Asbestos PI Claim) was
required, subject to certain limited exceptions, to file a proof of claim on or before the Bar Date. Specifically, as
provided in the Bar Date Notice, the following types of creditors were not required to file proofs of claim on or
before the Bar Date:

         •       Creditors holding Claims that already had been properly filed with the clerk of the Bankruptcy
                 Court or Wells Fargo Trumbull using a claim form that substantially conforms to Official Form
                 No. 10;



10435708.8                                               47
         •        Creditors holding Claims that (a) are listed on the Schedules, (b) are not described in the
                  Schedules as “disputed,” “contingent, “ or “unliquidated,” and (c) are in the same amount and of
                  the same nature as set forth in the Schedules;

         •        Creditors asserting an Administrative Claim against Quigley’s chapter 11 estate under section
                  503(b) or 507(a) of the Bankruptcy Code;

         •        Creditors holding Claims that had been Allowed by an order of the Bankruptcy Court entered on
                  or before the Bar Date;

         •        Creditors holding Claims for which specific deadlines previously have been fixed by the
                  Bankruptcy Court;

         •        Creditors holding Claims that had been paid in full by Quigley; and

         •        Creditors holding Asbestos PI Claims (other than a Claim for contribution, indemnity,
                  reimbursement or subrogation).

Pursuant to the Bar Date Order, if a creditor that was required to file a proof of claim on or prior to the Bar Date
fails to do so, then that creditor will be forever barred from asserting a Claim against Quigley or its Estate.
Additionally, to the extent a holder of an Asbestos PI Claim or its counsel filed a proof of claim on account of such
Asbestos PI Claim, such proof of claim on account of such Asbestos PI Claim will be automatically disallowed
without prejudice to the holder of such Asbestos PI Claim or its counsel to refile such Claim against the Asbestos PI
Trust.

As of the date hereof, Quigley has received and processed approximately 4,360 proofs of claim, 4,302 of which
assert Silica PI Claims.

Basic information regarding Claims that have been scheduled and filed in the Chapter 11 Case can be accessed using
the following website: www.quigleyreorg.com.

8.       The Prior Solicitation Procedures Order

On August 17, 2005, Quigley filed with the Bankruptcy Court a motion (the “Prior Solicitation Procedures
Motion“) for an order establishing solicitation and voting procedures with respect to Quigley’s third amended plan
of reorganization (the “Third Amended Plan”). The proposed procedures were designed to address the unique
circumstances of a mass-tort bankruptcy case. The Bankruptcy Court approved portions of the Prior Solicitation
Procedures Motion and entered an order on January 23, 2006 (the “Prior Solicitation Procedures Order“). The
Bankruptcy Court, however, deferred resolution of all issues regarding the appropriate procedure to be used for
tabulating votes cast by holders of Asbestos PI Claims on the Third Amended Plan.

The Prior Solicitation Procedures Order: (i) approved a prior disclosure statement for use in connection with
Quigley’s solicitation of votes on the Third Amended Plan; (ii) approved the proposed form of ballots and master
ballot; (iii) established March 31, 2006 as the voting deadline with respect to the Third Amended Plan; (iv)
approved procedures for soliciting votes to accept or reject the Third Amended Plan; (v) approved a solicitation
package to be mailed to certain interested parties; (vi) scheduled a confirmation hearing and the deadline for filing
objections to the Third Amended Plan; and (vii) established certain notice procedures.

In light of the difficulties of estimating each Class 4 Asbestos PI Claim individually, the Prior Solicitation
Procedures Motion requested that all Class 4 Asbestos PI Claims be estimated at $1.00 for voting purposes only.
Certain parties objected to that portion of the Prior Solicitation Procedures Motion, asserting that claimants suffering
from more serious diseases should be permitted to vote a higher claim amount than claimants with less serious
illnesses. The objecting parties also argued that holders of Class 4 Asbestos PI Claims who are parties to Pfizer
Claimant Settlement Agreements should have their claim amounts estimated for voting purposes at 10% of the claim
amount of similarly-situated non-settling holders of Class 4 Asbestos PI Claims, to reflect the Settling Plaintiffs’

10435708.8                                                48
agreement to reduce their distributions from the Asbestos PI Trust by up to 90% under certain circumstances. As
noted above, the Bankruptcy Court reserved decision on these issues but ordered Quigley to require holders of
Asbestos PI Claims to indicate on their ballots: (1) whether their claims were based on mesothelioma, lung cancer,
or another asbestos disease; and (2) whether they were party to a Pfizer Claimant Settlement Agreement.

9.       The Solicitation of Acceptances and Rejections of the Third Amended Plan

On January 31, 2006, the Ballot Agent mailed solicitation packages to holders of Claims and Equity Interests
pursuant to the Prior Solicitation Procedures Order. Holders of Claims and Equity Interests, including the holders of
209,171 Class 4 Asbestos PI Claims, individually or through counsel, delivered Ballots or Master Ballots to the
Ballot Agent through the voting deadline, March 31, 2006. On May 2, 2006, the Ballot Agent filed its Declaration
of Daniel P. McSwigan Certifying Tabulation of Ballots Regarding Vote on Debtor’s Third Plan of Reorganization
(as supplemented from time to time, the “Tabulation Certification”). According to the Tabulation Certification, all
classes of Claims, including Class 4 Asbestos PI Claims, and Equity Interests voted to accept Quigley’s Third
Amended Plan.

10.      The Asbestos PI Claims Estimation Order

As discussed above, in the Prior Solicitation Procedures Order, the Bankruptcy Court had reserved decision on the
appropriate method to tabulate the votes of holders of Class 4 Asbestos PI Claims. Following a discovery
conference before the Bankruptcy Court on May 17, 2006, Quigley, Pfizer and the Ad Hoc Committee filed further
memoranda addressing the issues of: (a) which methodology the Bankruptcy Court should use to estimate for voting
purposes the claim amount for holders of Asbestos PI Claims who voted on the Third Amended Plan; and (b)
whether holders of Asbestos PI Claims that entered into Pfizer Claimant Settlement Agreements who voted on the
Third Amended Plan should have their claim amount discounted for voting purposes to reflect their agreement to
reduce their distributions from the Asbestos PI Trust. The Bankruptcy Court held a hearing on June 14, 2006, and
issued its Memorandum Decision and Order Estimating Asbestos PI Claims for Voting Purposes Only (the
“Asbestos PI Claims Estimation Order”) on August 9, 2006. In the Asbestos PI Claims Estimation Order, the
Bankruptcy Court ruled that: (a) Asbestos PI Claims would be estimated for voting purposes according to the
amounts assigned in the Asbestos PI Trust Distribution Procedures for the diseases that the Asbestos PI Claim
holders identified on their ballots; and (b) the claim amount of holders of Asbestos PI Claims that entered into Pfizer
Claimant Settlement Agreements would be reduced for voting purposes to 10% of the amounts assigned in the
Asbestos PI Trust Distribution Procedures for the diseases that these claimants identified on their ballots. As a result
of the rulings in the Asbestos PI Claims Estimation Order, the Bankruptcy Court concluded that less than two-thirds
in amount of the allowed claims voting in Class 4 under the Third Amended Plan had voted to accept the Third
Amended Plan, and that the Third Amended Plan therefore could not be confirmed consensually under section
1129(a) of the Bankruptcy Code.

On August 21, 2006, Quigley and Pfizer filed a motion (the “Reconsideration Motion”) requesting that the
Bankruptcy Court reconsider the Asbestos PI Claims Estimation Order. Certain parties filed objections to the
Reconsideration Motion, and in a bench ruling on September 28, 2006, the Bankruptcy Court denied the
Reconsideration Motion. In connection with the Reconsideration Motion, Quigley advised the Bankruptcy Court of
its position that notwithstanding the Asbestos PI Claims Estimation Order, and even if the claim amounts of certain
holders of Asbestos PI Claims that entered into Pfizer Claimant Settlement Agreements are discounted by 90% for
voting purposes, Class 4 holders of Asbestos PI Claims had in fact voted to accept the Third Amended Plan. During
the course of discovery on the issue of whether the Third Amended Plan had been accepted by holders of Asbestos
PI Claims, Quigley and Pfizer ultimately determined that it was in the best interests of Quigley’s creditors and estate
to avoid further litigation on the tabulation issue, and to modify the Third Amended Plan to eliminate the provisions
that required Settling Plaintiffs to reduce their distributions from the Asbestos PI Trust.

On May 18, 2007, Quigley filed its fourth amended plan of reorganization, which provides that Pfizer has waived
the obligation contained in the Pfizer Claimant Settlement Agreements that holders of Asbestos PI Claims who
entered into such agreements and become Settling Plaintiffs must reduce the amount of their Distributions from the
Asbestos PI Trust. In addition, following further negotiations with the Future Demand Holders’ Representative,
Pfizer has agreed to make additional financial contributions to the Asbestos PI Trust on the Effective Date in the
aggregate amount of $95.1 million and to enter into the five-year Pfizer Claims Services Agreement, pursuant to

10435708.8                                                49
which Pfizer will pay Quigley $5 million per year in exchange for Quigley’s continued claims handling servces.
These amounts, having an aggregate value of approximately $120.1 million, are intended, among other things, to
maintain the payment percentage of 7.5% based on current projections of claims and assets available for distribution
to claimants and to ensure that there will be sufficient funds to satisfy the administrative costs of the Asbestos PI
Trust. The Payment Percentage (defined below) will remain at 7.5%.

11.      Quigley and Pfizer’s Motion to Partially Withdraw the Reference with Respect to Confirmation

As discussed above, section 524(g) of the Bankruptcy Code requires the District Court to issue or affirm an
injunction under that section, such as the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance Entity
Injunction, and the Non-Settling Asbestos Insurance Entity Injunction contained in the Plan. Accordingly, on April
19, 2006, Quigley and Pfizer filed a motion (the “Motion to Partially Withdraw the Reference”) in the District
Court, requesting that the District Court partially withdraw the reference of the Chapter 11 Case from the
Bankruptcy Court to the District for the purpose of conducting a hearing to consider confirmation of the Third
Amended Plan. In the Motion to Partially Withdraw the Reference, Quigley and Pfizer proposed that the District
Court and the Bankruptcy Court preside jointly over a confirmation hearing, arguing that a joint confirmation
hearing was the most efficient way to satisfy section 524(g) of the Bankruptcy Code. Pfizer and Quigley also
referred the District Court to other section 524(g) bankruptcy cases where a district court and a bankruptcy court
presided jointly over the confirmation hearing. The Motion to Partially Withdraw the Reference is docketed in the
District Court as In re Quigley Company, Inc., Case No. 06-03077-LAP.

On May 3, 2006, certain insurance companies filed an objection to the Motion to Partially Withdraw the Reference.
These objecting insurers include Century Indemnity Company, Insurance Company of North America, Highlands
Insurance Company, Westchester Fire Insurance Company, Central National Insurance Company of Omaha through
its managing general agent Cravens Dargan & Co., Pacific Coast, and Motor Vehicle Casualty Company through its
managing general agent Cravens Dargan & Co., Pacific Coast (collectively the “ACE Insurers”). Each of the ACE
Insurers issued insurance policies to Pfizer that Quigley and Pfizer believe provide coverage for asbestos personal
injury claims. In their objection to the Motion to Partially Withdraw the Reference, the ACE Insurers argued that
there is no statutory authority for the joint confirmation hearing that Quigley and Pfizer proposed. On July 18, 2006,
Continental Insurance Company and The Continental Casualty Company joined in the ACE Insurers’ objection.

On August 10, 2006, the District Court ordered the parties to the Motion to Partially Withdraw the Reference to
confer and to advise the District Court on the status of the proceeding. Quigley advised the District Court that the
proceedings on the Asbestos PI Claims Estimation Decision, the Estimation Reconsideration Motion, and later the
proceedings to determine whether holders of Class 4 Asbestos PI Claims accepted the Third Amended Plan under
the Estimation Decision were still pending. Quigley requested that the District Court hold the Motion to Partially
Withdraw the Reference in abeyance pending the outcome of those proceedings, and the District Court approved
Quigley’s request. Quigley and Pfizer later advised the District Court on January 16, 2007, that Quigley intended to
submit a modified plan to the Bankruptcy Court, and requested that the District Court continue to hold the motion in
abeyance pending that submission. The District Court ordered on January 22, 2007, that the motion would be
deemed withdrawn, subject to reinstatement by letter at the appropriate time. As a result, the Motion to Partially
Withdraw the Reference is no longer pending.

On March 11, 2008, the District Court ordered the parties to confer and inform it of the status of the action. By
letter, dated March 27, 2008, Quigley requested a chambers conference to determine and appropriate resolution of
the Motion and the objections to it.

12.      The Continental Adversary Proceeding

On February 21, 2006, two related insurers, CCC and CIC, commenced the Continental Adversary Proceeding,
which is further discussed in Section IV.A.6(f)(iv) above.




10435708.8                                               50
13.      Motion to Appoint a Trustee

On May 2, 2007, the Ad Hoc Committee filed a motion (the “Trustee Motion”) requesting that the Bankruptcy
Court: (a) appoint a chapter 11 trustee for Quigley in its Chapter 11 Case; and (b) modify the Preliminary Injunction
to allow claimants to assert asbestos-related claims against Pfizer that are not based on Quigley’s products. The Ad
Hoc Committee contends, among other things, that Quigley has not acted independently of Pfizer and has breached
its fiduciary duties to its creditors. On May 4, 2007, Reaud Morgan joined in the Trustee Motion. Quigley and
Pfizer each objected to the Trustee Motion on June 7, 2007. Pfizer supplemented its objection on June 27, 2007.
The Court held a preliminary hearing on the Trustee Motion on June 12, 2007, reserving decision pending the
conclusion of an evidentiary hearing, which Quigley expects will occur as part of the Confirmation Hearing.
Quigley disputes all of the allegations made in the Trustee Motion and intends to vigorously defend itself against
such charges.

14.      Motion to Convert Chapter 11 Case to Chapter 7 or to Dismiss Chapter 11 Case

On May 11, 2007, the U.S. Trustee filed a motion (the “Conversion Motion“) requesting that the Bankruptcy Court
convert the Chapter 11 Case to chapter 7 or dismiss the Chapter 11 Case. The U.S. Trustee contends, among other
things, that Quigley has not acted independently of Pfizer and has breached its fiduciary duties to its creditors.
Quigley and Pfizer objected to the Conversion Motion on June 7, 2007. The Court held a preliminary hearing on the
Conversion Motion on June 12, 2007, reserving decision pending the conclusion of an evidentiary hearing, which
Quigley expects will occur as part of the Confirmation Hearing. Quigley disputes all of the allegations made in the
Conversion Motion and intends to vigorously defend itself against such charges.

15.      Pfizer’s Motion to Enforce the Preliminary Injunction

Following the Bankruptcy Court’s entry of the amended Preliminary Injunction on December 6, 2007, the Law
Offices of Peter G. Angelos, P.C. (“Angelos“), a member of the Ad Hoc Committee, commenced numerous personal
injury actions (including new actions and previously stayed actions) against Pfizer in Pennsylvania state court based
on its clients' alleged “exposure to Insulag” (the “Insulag Actions“). On February 5, 2008, Angelos served Pfizer
with complaints in 15 of these Insulag Actions and also served Pfizer with complaints in three other asbestos
actions. On February 11, 2008, the Pennsylvania court joined Pfizer in 72 existing actions. On February 19, 2008,
Angelos moved for summary judgment, seeking to hold Pfizer liable for Quigley’s Insulag refractory cement
product in 185 Insulag Actions, some of which have been set for trial in 2008.

Because Pfizer never produced, marketed, distributed, or sold any of Quigley’s products, including Insulag and
Panelag, Pfizer moved in the Bankruptcy Court on February 28, 2008, for an order (i) enforcing the Preliminary
Injunction and (ii) providing interim relief enjoining and staying the Insulag Actions and enjoining the
commencement or resumption of any other actions against Pfizer based on alleged exposure to Insulag pending the
Bankruptcy Court’s disposition of Pfizer’s motion. Following a hearing on March 4, 2008, the Bankruptcy Court
reserved decision on the motion and entered a temporary restraining order enjoining and staying the Insulag Actions
and enjoining the commencement or resumption of any other actions against Pfizer based on alleged exposure to
Insulag pending the Bankruptcy Court’s ruling on the motion. The temporary restraining order was subsequently
modified on March 5, 2008. At a March 6, 2008 case status conference, the Bankruptcy Court invited briefing from
parties in interest regarding the scope of Bankruptcy Code section 524(g) to be considered in connection with the
Bankruptcy Court’s deliberation on the motion. Pfizer, the Ad Hoc Committee, and certain insurers submitted briefs
on March 17, 2008, and, to date, the matter remains sub judice.

16.      Solicitation Procedures Motion for the Current Plan

In connection with the Plan, Quigley filed with the Bankruptcy Court on May 18, 2007 a solicitation procedures
motion similar to the Prior Solicitation Procedures Motion (the “Solicitation Procedures Motion”) . However, the
Solicitation Procedures Motion does not seek to estimate each Asbestos PI Claim at $1.00 for voting purposes.
Instead, the Solicitation Procedures Motion seeks an order estimating each Asbestos PI Claim solely for voting
purposes based on the Average Value assigned to such Asbestos PI Claim in the Asbestos PI Trust Distribution
Procedures.


10435708.8                                               51
The Ad Hoc Committee objected to Quigley’s proposed form of order approving the Solicitation Procedures Motion
on November 19, 2007. The Ad Hoc Committee argued that Quigley’s proposed form of ballots for holders of
Asbestos PI Claims should be modified to require claimants to provide additional information. The Ad Hoc
Committee asserted that this information was necessary to identify holders of Asbestos PI Claims who reside in
states that have enacted so-called “tort reform” statutes and allege causes of action that, according to the Ad Hoc
Committee, are currently unenforceable under the laws of their home states. The Ad Hoc Committee further argued
that these creditors do not hold “claims” under the Bankruptcy Code and thus should not be entitled to vote on the
Plan. CCC and CIC joined in the Ad Hoc Committee’s objection. Quigley, Pfizer, and certain holders of Asbestos
PI Claims opposed the Ad Hoc Committee’s request, arguing that the requested information is irrelevant and the
“tort reform” statutes should have no impact on Quigley’s case. On February 26, 2008, the Bankruptcy Court issued
a memorandum decision and order denying the Ad Hoc Committee’s request for additional information on the
ballots and finding, among other things, that the state tort reform statutes do not affect the rights of holders of
Asbestos PI Claims under the Bankruptcy Code.

The Bankruptcy Court approved the Solicitation Procedures Motion and entered an order (the “Solicitation
Procedures Order“) on March 28, 2008. (A copy of the Solicitation Procedures Order and the Solicitation
Procedures is attached to this Disclosure Statement as Exhibit B.).

The Solicitation Procedures Order:

         •       approved the Disclosure Statement for use in connection with Quigley’s solicitation of votes by
                 Claimants and holders of Equity Interests;

         •       approved Quigley’s proposed form of Ballots and master Ballot;

         •       established the Voting Deadline;

         •       established the 3018(a) Motion Deadline;

         •       approved procedures for soliciting votes to accept or reject the Plan (the “Solicitation
                 Procedures“);

         •       approved a Solicitation Package to be mailed to: (a) all holders of Claims (other than Asbestos PI
                 Claims) and Equity Interests listed on Quigley’s Schedules other than holders of Claims that are
                 subject to the Bar Date, (b) holders of Claims (or their counsel) subject to the Bar Date who have
                 filed a proof of claim by the Bar Date, (c) counsel representing holders of Asbestos PI Claims
                 listed on Quigley’s Schedules, (d) counsel representing holders of Asbestos PI Claims not listed
                 on Quigley’s Schedules, to the extent such counsel requests a Solicitation Package in writing from
                 either Quigley or the Ballot Agent, (e) each entity listed on Quigley’s Schedules as a party to an
                 Executory Contract or unexpired lease with Quigley, (f) individual holders of Asbestos PI Claims,
                 but solely to the extent provided for in the Solicitation Procedures, (g) the Office of the United
                 States Trustee for the Southern District of New York, (h) Pfizer and its counsel, (i) counsel for the
                 Creditors’ Committee, (j) counsel for the Future Demand Holders’ Representative, and (k) each
                 party that filed a notice of appearance with the Bankruptcy Court and has not withdrawn such
                 notice of appearance as of the date the Bankruptcy Court enters the Solicitation Procedures Order;

         •       scheduled the Confirmation Hearing and the deadline for filing objections to the Plan; and

         •       established the manner in which notice of the following events would be provided: (a) the
                 Confirmation Hearing, (b) the Voting Deadline, and (c) the deadline for filing objections to the
                 Plan.




10435708.8                                               52
                                VI.      THE PLAN OF REORGANIZATION

     THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE, CLASSIFICATION, TREATMENT
     AND IMPLEMENTATION OF THE PLAN AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO THE PLAN, WHICH IS ANNEXED TO THIS DISCLOSURE STATEMENT AS EXHIBIT A, AND TO
     THE EXHIBITS AND SCHEDULES ATTACHED TO THE PLAN.

     ALTHOUGH THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE
     SUMMARIES OF THE PROVISIONS CONTAINED IN THE PLAN AND IN DOCUMENTS REFERRED
     TO THEREIN, THIS DISCLOSURE STATEMENT DOES NOT PURPORT TO BE A PRECISE OR
     COMPLETE STATEMENT OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR DOCUMENTS
     REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH DOCUMENTS
     FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND PROVISIONS.

     THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN WILL CONTROL THE
     TREATMENT OF HOLDERS OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN AND WILL,
     UPON THE EFFECTIVE DATE, BE BINDING UPON HOLDERS OF CLAIMS AGAINST, AND EQUITY
     INTERESTS IN, THE DEBTOR, THE REORGANIZED DEBTOR, AND ALL OTHER PARTIES IN
     INTEREST.

     The crux of the Chapter 11 Case is the formulation, confirmation, and consummation of a plan of reorganization that
     maximizes value for the benefit of all constituents. Quigley believes that the Plan does precisely that. In particular,
     Quigley believes that (i) through the Plan, Claimants will obtain a substantially greater recovery from its Estate than
     the recovery that would be available if Quigley’s assets were liquidated under chapter 7 of the Bankruptcy Code;
     (ii) the Plan provides a fair and reasonable treatment for holders of Asbestos PI Claims and Future Demand Holders
     that is superior to, and will provide greater and more efficient recovery for such Claimants than, litigation in the tort
     system; and (iii) confirmation of the Plan is in the best interests of all holders of Asbestos PI Claims, Future Demand
     Holders, and all other Claimants and parties in interest.

A.   Classification and Treatment of Claims Against and Equity Interests in Quigley

     The Plan classifies Claims against and Pfizer’s Equity Interests in Quigley separately and provides different
     treatment for different Classes of Claims and Pfizer’s Equity Interests as set forth below.

     A Claim or Equity Interest is placed in a particular Class only to the extent that the Claim or Equity Interest falls
     within the description of that Class, and is classified in other Classes to the extent that any portion of the Claim or
     Equity Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the
     purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that
     Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date.

     1.       Administrative Claims

     “Administrative Claims“ are Claims 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(a) of the Bankruptcy Code, arising out of or related to the transfer of
     Quigley’s assets pursuant to the Plan.

     Quigley currently estimates that the amount of Administrative Claims that may become Allowed is $463,000.



     10435708.8                                                 53
Administrative Claim Bar Date

The Confirmation Order will establish a deadline for the filing of Administrative Claims against Quigley’s Estate
(the “Administrative Claims Bar Date“). If a holder of an alleged Administrative Claim fails to file proof of its
Administrative Claim so that it is actually received before the Administrative Claims Bar Date, then such
Administrative Claim will be barred and discharged, and the holder of such Administrative Claim will have no right
to assert such Administrative Claim against Quigley, its Estate, Reorganized Quigley, or the property of any of
them.

         (a)      Treatment of Administrative Claims

The method by which an Administrative Claim becomes Allowed under the Plan differs depending upon the type of
Administrative Claim that is being asserted. All Allowed Administrative Claims will be treated similarly, however.

Pursuant to Section 3.1 of the Plan, holders of Allowed Administrative Claims (other than Fee Claims, which are
governed by Section 3.2 of the Plan and described below) will be paid the unpaid portion of such Allowed
Administrative Claims in full, in Cash, on the Initial Distribution Date, or as soon thereafter as such Administrative
Claims becomes an Allowed Claim if the date of allowance is after the Initial Distribution Date of the Plan.
Alternatively, the holders of such Administrative Claims and Quigley or Reorganized Quigley may agree to other
terms, or the Allowed Administrative Claims may be paid according to ordinary business terms.

Any Administrative Claim that is timely asserted against Quigley but disputed by Quigley or Reorganized Quigley,
as the case may be (whether because Quigley disputes that it has liability or because Quigley disputes that such
Administrative Claim is entitled to administrative expense priority under sections 503(b) and 507(a)(i) of the
Bankruptcy Code), will only become Allowed when the Bankruptcy Court enters an order allowing such
Administrative Claim and such order becomes a Final Order. The Allowed Amount of any such Administrative
Claim will be paid in full, in Cash, as soon as practicable after such Administrative Claim becomes Allowed.

Other than payables that are recorded on Quigley’s books and records and paid in the ordinary course of business,
Quigley estimates that, on the Effective Date, it will have Administrative Claims that may become Allowed in the
following approximate amounts:


                                                                                                                      Estimated
                                                  Nature of Claims                                                     Amount
                Miscellaneous administrative expenses........................................                        $463,000
                Total.............................................................................................   $463,000

2.       Fee Claims

A “Fee Claim“ is a Claim by: (a) a Professional for allowance of compensation and reimbursement of costs and
expenses; and (b) a member of the Creditors’ Committee for reimbursement of costs and expenses, incurred in the
Chapter 11 Case prior to and including the Effective Date. Pursuant to Section 3.2 of the Plan, 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 and serve their final applications
for allowance of their Fee Claim so that it is 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. 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. Allowed Fee Claims will be paid in Cash on the
date such Fee Claim becomes an Allowed Fee Claim, or within ten (10) days thereof.

Quigley currently estimates that the amount of Fee Claims that may become Allowed but remain unpaid as of the
Effective Date is approximately $1,000,000.




10435708.8                                                                   54
Notwithstanding the foregoing, any Professional entitled to receive compensation or reimbursement of expenses
pursuant to orders of the Bankruptcy Court may continue to do so for services rendered before the Effective Date,
without further review or approval of the Bankruptcy Court, pursuant to such order.

3.       Priority Tax Claims

“Priority Tax Claims“ are those Claims entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code.
Quigley currently estimates that the amount of Priority Tax Claims that may become Allowed is $0.

Under the Plan, if and to the extent an Allowed Priority Tax Claim has not been paid prior to the Effective Date of
the Plan, each holder of an Allowed Priority Tax Claim, if any, will be paid the Allowed Amount of its Allowed
Priority Tax Claim either in (a) Cash in an amount equal to the unpaid portion of the Allowed Amount of such
Allowed Priority Tax Claim, on the latest of (i) the Initial Distribution Date; (ii) the date such Priority Tax Claim
becomes Allowed, or as soon thereafter as practicable; and (iii) the date such Allowed Priority Tax Claim is payable
under applicable non-bankruptcy law; or (b) deferred Cash payments, over a period not exceeding six years after the
date of assessment of the tax that is the basis of such Claim, of a value, as of the Effective Date, equal to the
Allowed 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 will 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. However, any installments remaining unpaid on the date that is six years after the date of assessment
of the tax that is the basis of the Allowed Priority Tax Claim will be paid on the first Business Day following such
date, together with any accrued and unpaid interest to the date of payment. Quigley and Reorganized Quigley
reserve the right to pay any Allowed Priority Tax Claim, or any remaining balance of such Allowed Priority Tax
Claim, in full at any time on or after the Effective Date without premium or penalty.

4.       DIP Claim

The DIP Claim is a Claim of Pfizer arising under the DIP Credit Facility, the Interim Cash Collateral Order and
Final DIP/Cash Collateral Order. See “THE CHAPTER 11 CASE — Significant Events During the Chapter 11
Case — Use of Cash Collateral and the DIP Credit Facility,” for a description of the DIP Credit Facility.
Section 3.4 of the Plan provides that on the Effective Date, Pfizer, as the holder of the DIP Claim, will receive in full
satisfaction, settlement, release and discharge of and in exchange for such Claim, Cash equal to the Allowed
Amount of the DIP Claim, or such other treatment as Quigley and Pfizer will have agreed to in writing.

Quigley currently estimates that the amount of the DIP Claim that may become Allowed is $0.

5.       Class 1: Priority Claims

“Priority Claims“ consist of those Claims that are entitled to priority in accordance with section 507(a) of the
Bankruptcy Code, other than an Administrative Claim, a Fee Claim, DIP Claim or Priority Tax Claim. Such Claims
include, among others, Allowed unsecured Claims for accrued employee compensation earned within ninety (90)
days prior to the Petition Date to the extent of $4,925 for each employee. Because Quigley obtained an order from
the Bankruptcy Court that allowed Quigley to satisfy its prepetition wage Claims during the pendency of its
Chapter 11 Case, Quigley believes that no unpaid Priority Claims exist. Thus, Quigley currently estimates the
amount of Priority Claims that may become Allowed is $0.

Pursuant to Section 4.1 of the Plan, the holders, if any, of Allowed Priority Claims will be paid the Allowed Amount
of their Priority Claims in Cash, on or before the later of (a) the Initial Distribution Date, and (b) the date the
holder’s Claim becomes an Allowed Priority Claim, or as soon thereafter as practicable. All Allowed Priority
Claims first becoming due and payable after the Effective Date will be paid in the ordinary course of business in
accordance with the terms thereof.


10435708.8                                                 55
Priority Claims are Unimpaired under the Plan. Pursuant to Section 1126(f) of the Bankruptcy Code, 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.

6.       Class 2: Secured Claims

Each Class 2 Secured Claim will be treated as a separate class for purposes of voting on, implementing, and
consummating the Plan, and each holder of an Allowed Class 2 Secured Claim will receive the treatment set forth
below.

         (a)      Class 2.01: Pfizer Secured Claim

The Pfizer Secured Claim consists of (a) the principal amount outstanding under the Senior Secured Loan Facility as
of the Petition Date, which was $46,014,833, plus (b) prepetition interest and postpetition interest through
September 30, 2005, in the amount of $10,931,129, plus (c) accrued interest from September 30, 2005 through the
Effective Date, for a total Claim of approximately $69,584,107. Interest has continued to accrue after the Petition
Date on the Pfizer Secured Claim under the terms of the Senior Secured Loan Facility and the Final DIP/Cash
Collateral Order. Pfizer is the sole holder of the Pfizer Secured Claim. Pursuant to Section 4.2(a) of the Plan, on or
before the Initial Distribution Date, Pfizer will receive in full satisfaction, settlement, release and discharge of and in
exchange for the Pfizer Secured Claim, Cash equal to (a) 100% of the Allowed Amount of the Allowed Pfizer
Secured Claim minus (b) $30 million, which amount Pfizer has agreed to forgive as part of the Pfizer Contribution.
See “THE PLAN OF REORGANIZATION – Description of the Consideration Contributed to the Asbestos PI Trust
and Reorganized Quigley and Estimate of Asbestos PI Claims – The Pfizer Contribution to the Asbestos PI Trust.”

The Pfizer Secured Claim is Impaired under the Plan. Pfizer, as the sole holder of the Pfizer Secured Claim, will be
entitled to vote to accept or reject the Plan.

         (b)      Class 2.02: Reaud Secured Claim

The Reaud Secured Claim consists of all Claims secured by a certain supersedeas bond (the “Reaud Bond“) in the
amount of $8,773,100 securing the Reaud Claimants’ judgment against Pfizer and Quigley in civil action styled
Sammy Ray Acker, et al. v. Quigley Co., Inc. et al., to the extent of the value of the Reaud Bond. The Reaud Bond
is not property of, or secured by property of, Quigley’s estate. On the Effective Date, the Reaud Claimants, as the
holders of the Reaud Secured Claim, will be entitled to proceed with the Pending Appeal of the judgment underlying
the Reaud Secured Claim to Final Judgment as provided for under the terms of the Reaud Bond and in accordance
with applicable law. If the Final Judgment is ultimately entered against Quigley or Reorganized Quigley, as the case
may be, the Reaud Claimants will be entitled to seek payment of the Final Judgment from the Reaud Bond. If, after
application of the amounts received on account of the Reaud Bond to the Final Judgment, the Reaud Claimants hold
an Asbestos PI Deficiency Claim, the sole recourse of the Reaud Claimants for such Asbestos PI Deficiency Claim
will be to proceed against the Asbestos PI Trust in accordance with the Asbestos PI Trust Distribution Procedures.
If the Final Judgment ultimately reverses any extant judgment against Quigley, then any remaining Asbestos PI
Claim that any of the Reaud Claimants may have will automatically and without further act, deed or court order be
channeled to and assumed by the Asbestos PI Trust in accordance with and to the extent set forth in Articles IX and
XI of the Plan.

Class 2.02 is not Impaired under the Plan. The Reaud Claimants, as the holders of the Reaud Secured Claim, are
deemed to have accepted the Plan and are therefore not entitled to vote to accept or reject the Plan.

         (c)      Class 2.03: Hatchett Secured Claim

The Hatchett Secured Claim consists of the Claim secured by a certain supersedeas bond (the “Hatchett Bond“) in
the amount of $174,624.87, dated March 31, 2004, securing Hatchett’s judgment against Quigley in the civil action
styled George L. Hatchett, et al. v. Owens Corning, et al, to the extent of the value of the Hatchett Bond. The
Hatchett Bond is not property of, or secured by property of, Quigley’s estate. On the Effective Date, Hatchett, as the
holder of the Hatchett Secured Claim, will be entitled to proceed with the Pending Appeal of the judgment


10435708.8                                                  56
underlying the Hatchett Secured Claim to Final Judgment as provided for under the terms of the Hatchett Bond and
in accordance with applicable law. If the Final Judgment is ultimately entered against Quigley or Reorganized
Quigley, as the case may be, Hatchett will be entitled to seek payment of the Final Judgment from the Hatchett
Bond. If, after application of the amounts received on account of the Hatchett Bond to the Final Judgment, Hatchett
holds an Asbestos PI Deficiency Claim, the sole recourse of Hatchett for such Asbestos PI Deficiency Claim will be
to proceed against the Asbestos PI Trust in accordance with the Asbestos PI Trust Distribution Procedures. If the
Final Judgment ultimately reverses any extant judgment against Quigley, then any remaining Asbestos PI Claim that
Hatchett may have will automatically and without further act, deed or court order be channeled to and assumed by
the Asbestos PI Trust in accordance with and to the extent set forth in Articles IX and XI of the Plan.

Class 2.03 is not Impaired under the Plan. Hatchett, as the holder of the Hatchett Secured Claim, is deemed to have
accepted the Plan and is therefore not entitled to vote to accept or reject the Plan.

         (d)      Class 2.04: Sherry Secured Claim

The Sherry Secured Claim consists of the Claim secured by a certain supersedeas bond (the “Sherry Bond“) in the
amount of $258,444.80, dated March 31, 2004, securing Sherry’s judgment against Quigley in the civil action styled
Edward J. Sherry, et al. v. Owens Corning, et al., to the extent of the value of the Sherry Bond. The Sherry Bond is
not property of, or secured by property of, Quigley’s estate. On the Effective Date, Sherry, as the holder of the
Sherry Secured Claim, will be entitled to proceed with the Pending Appeal of the judgment underlying the Sherry
Secured Claim to Final Judgment as provided for under the terms of the Sherry Bond and in accordance with
applicable law. If the Final Judgment is ultimately entered against Quigley or Reorganized Quigley, as the case may
be, Sherry will be entitled to seek payment of the Final Judgment from the Sherry Bond. If, after application of the
amounts received on account of the Sherry Bond to the Final Judgment, Sherry holds an Asbestos PI Deficiency
Claim, the sole recourse of Sherry for such Asbestos PI Deficiency Claim will be to proceed against the Asbestos PI
Trust in accordance with the Asbestos PI Trust Distribution Procedures. If the Final Judgment ultimately reverses
any extant judgment against Quigley, then any remaining Asbestos PI Claim that Sherry may have will
automatically and without further act, deed or court order be channeled to and assumed by the Asbestos PI Trust in
accordance with and to the extent set forth in Articles IX and XI of the Plan.

Class 2.04 is not Impaired under the Plan. Sherry, as the holder of the Sherry Secured Claim, is deemed to have
accepted the Plan and is therefore not entitled to vote to accept or reject the Plan.

         (e)      Claim 2.05: Other Secured Bond Claims

Other Secured Bond Claims consist of all Secured Bond Claims against Quigley, other than the Secured Bond Claims
included in Classes 2.02 through 2.05, that are based on a prepetition judgment obtained by a claimant against Quigley
for an asbestos personal injury claim and are secured, in whole or in part, by a supersedeas bond. On the Effective
Date, any holder of an Other Secured Bond Claim will be entitled to the same treatment as the holders of the
Secured Claims in Classes 2.02 through 2.05.

Class 2.05 is not Impaired under the Plan. The holders of any Other Secured Bond Claim are deemed to have
accepted the Plan and are therefore not entitled to vote to accept or reject the Plan.

7.       Class 3: Unsecured Claims

Class 3 consists of all Allowed Unsecured Claims. Unsecured Claims are Claims against Quigley that are not
secured by valid and enforceable liens against property of Quigley and that are not Administrative Claims, Priority
Claims, Priority Tax Claims or Asbestos PI Claims. Quigley currently estimates that the amount of Unsecured
Claims will be approximately $33.4 million. Of that amount, Pfizer holds Allowed Unsecured Claims of
$33,370,920.38 against Quigley arising from: (a) Pfizer’s payment on Quigley’s behalf of amounts totaling
$31,391,640 owed by Quigley under certain pre-bankruptcy settlement agreements (separate and apart from the
Pfizer Claimant Settlement Agreements, to which Quigley is not a party) between various holders of asbestos
personal injury claims, Quigley and Pfizer, as to which Quigley had not satisfied its obligations prior to the Petition
Date; (b) Pfizer’s payment on Quigley’s behalf of amounts totaling $1,977,545.38 for pre-bankruptcy fees and


10435708.8                                                57
expenses due to certain legal professionals representing Quigley in the defense of asbestos personal injury claims
prior to commencement of the Chapter 11 Case; and (c) Pfizer’s payment on Quigley’s behalf of $1,735 to DJ
Consultants, a third party vendor that provided pre-bankruptcy consulting services to Quigley. Except to the extent
a holder of an Allowed Unsecured Claim agrees to a different treatment or has been paid prior to the Effective Date,
pursuant to Section 4.3 of the Plan, on or before the later of: (a) the Initial Distribution Date; and (b) the date such
Claim becomes an Allowed Unsecured Claim, or as soon thereafter as practicable, each holder of an Allowed
Unsecured Claim will receive in full satisfaction, settlement 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 in effect
on the Effective Date.

The “Payment Percentage“ is the initial percentage of the full liquidated value that holders of Asbestos PI Claims
will be entitled to receive as of the Effective Date from the Asbestos PI Trust pursuant to the Asbestos PI Trust
Distribution Procedures. The Payment Percentage in effect on the Effective Date will be 7.5%.

Unsecured Claims are Impaired under the Plan. Each holder of an Allowed Unsecured Claim will be entitled to vote
to accept or reject the Plan to the extent and in the manner provided in the Solicitation Procedures Order.

As of the Bar Date, 4,302 proofs of claim were filed by Claimants alleging personal injury based on alleged
exposure to respirable free silica or alpha quartz allegedly contained in a Quigley product. Quigley will object to all
of these Claims and will seek to have them Disallowed on the basis that Quigley is not aware of any product that it
manufactured, sold, supplied or distributed that contained respirable free silica or alpha quartz. To the extent any of
these silica-related personal injury Claims are Allowed, the holders of these Claims will receive the treatment
afforded to other Class 3 Unsecured Creditors.

8.       Class 4: Asbestos PI Claims

An “Asbestos PI Claim“ is: any Claim or Demand seeking recovery for damages for bodily injury allegedly caused
by the presence of, or exposure to, asbestos or asbestos-containing products (1) against or on Quigley or
Reorganized Quigley; and (2) against or on any other Entity that is alleged to be directly or indirectly liable for the
conduct of, Claims against or Demands on Quigley to the extent such alleged liability arises by reason of— (a) the
other Entity’s ownership of a financial interest in Quigley, a past or present Affiliate of Quigley, Reorganized
Quigley or a predecessor in interest of Quigley or Reorganized Quigley; (b) the other Entity’s involvement in the
management of Quigley, Reorganized Quigley or a predecessor in interest of Quigley or Reorganized Quigley, or
service as an officer, director or employee of Quigley, Reorganized Quigley or a related party; (c) the other Entity’s
provision of insurance to Quigley, Reorganized Quigley or a related party; or (d) the other Entity’s involvement in a
transaction changing the corporate structure, or in a loan or other financial transaction affecting the financial
condition, of Quigley, Reorganized Quigley or a related party, including but not limited to— (i) involvement in
providing financing (debt or equity), or advice to an Entity involved in such a transaction; or (ii) acquiring or selling
a financial interest in an Entity as part of such a transaction. “Asbestos PI Claims” shall include, without limitation,
Indirect Asbestos PI Claims, Asbestos PI Deficiency Claims and Trust Expenses. “Asbestos PI Claims” will not
include any Claim against a Quigley Person or any Pfizer Protected Party for benefits under any government-
mandated workers’ compensation system. “Asbestos PI Claims” will include, without limitation, Indirect Asbestos
PI Claims, Asbestos PI Deficiency Claims and Trust Expenses.


Except as expressly set forth below, as of the Effective Date, liability for all Class 4 Claims will automatically and
without further act, deed or court order be channeled to and assumed by the Asbestos PI Trust in accordance with,
and to the extent set forth in, Articles IX and XI of the Plan and the Plan Documents. Each Asbestos PI Claim will
be determined and paid in accordance with the terms, provisions and procedures of the Asbestos PI Trust Agreement
and the Asbestos PI Trust Distribution Procedures. The Asbestos PI Trust will be funded in accordance with the
provisions of Section 9.3 of the Plan. Except as set forth in Section 11.6(b)(viii) of the Plan, the sole recourse of the
holder of an Asbestos PI Claim on account of such Claim will be to the Asbestos PI Trust and each holder will have
no right whatsoever at any time to assert its Asbestos PI Claim against any Asbestos Protected Party, or, subject to
the terms of Section 11.7 of the Plan, a Settling Asbestos Insurance Entity, or, subject to the terms of Section 11.8 of
the Plan, a Non-Settling Asbestos Insurance Entity. See “THE PLAN OF REORGANIZATION – Releases,


10435708.8                                                 58
     Injunctions and Discharges – Asbestos PI Channeling Injunction – Settling Asbestos Insurance Entity Injunction and
     Non-Settling Asbestos Insurance Entity Injunction.”

     As described in Section V.C.10 above, Pfizer has waived, and will be deemed to have waived, any and all
     obligations or requirements of holders of Asbestos PI Claims who become Settling Plaintiffs under the terms
     of the Pfizer Claimant Settlement Agreements to reduce the amount of distributions they are entitled to
     receive from the Asbestos PI Trust; provided, however, that such waiver will be null and void and of no
     further force and effect in the event that the Effective Date of the Plan does not occur.

     For a more complete description of the Asbestos PI Trust and the Asbestos PI Trust Distribution Procedures, see
     generally, Section VII, entitled “The Asbestos PI Trust.”

     Asbestos PI Claims are Impaired under the Plan. Each holder of an Asbestos PI Claim will be entitled to vote to
     accept or reject the Plan to the extent and in the manner provided in the Solicitation Procedures Order.

     9.       Class 5: Equity Interests in Quigley

     Class 5 consists of the Equity Interests in Quigley, all of which are held by Pfizer as the parent company of Quigley.
     Under the Plan, Pfizer initially will retain the Equity Interests. On the Effective Date, Pfizer will grant to the
     Asbestos PI Trust a right to acquire 100% of the common stock of Reorganized Quigley (the “Quigley Stock
     Right“). The Quigley Stock Right will be exercisable by the Asbestos PI Trust upon satisfaction of each of the
     following: (a) the one year anniversary of the Effective Date has occurred; and (b) the Asbestos PI Trust has
     processed Asbestos PI Claims having an aggregate nominal amount of at least $25 million.

     Upon exercise by the Asbestos PI Trust of the Quigley Stock Right (the “Stock Transfer Date“), Pfizer, as the sole
     holder of the Equity Interests, will transfer the common stock of Reorganized Quigley to the Asbestos PI Trust. In
     the event that the Bankruptcy Court confirms the Plan under section 1129(b) of the Bankruptcy Code, Pfizer will
     transfer the common stock of Reorganized Quigley to the Asbestos PI Trust on the Effective Date of the Plan.

     Equity Interests are Impaired under the Plan. Pfizer, as the sole holder of the Equity Interests, will be entitled to
     vote to accept or reject the plan.

B.   Conditions to Confirmation

     The Plan will not be confirmed and the Confirmation Order will not be entered until and unless each of the
     following conditions to confirmation is either satisfied or waived by Quigley with the written consent of Pfizer, after
     consulting with the Creditors’ Committee and the Future Demand Holders’ Representative:

              1.       The Bankruptcy Court will have entered an order, in form and substance reasonably acceptable to
     Quigley and Pfizer, after consulting with the Creditors’ Committee and the Future Demand Holders’ Representative,
     approving the Disclosure Statement with respect to the Plan as containing adequate information within the meaning
     of section 1125 of the Bankruptcy Code.

               2.      Any order entered by the Bankruptcy Court or the District Court that modifies, clarifies, or
     interprets the scope of the Preliminary Injunction Order or the Asbestos PI Channeling Injunction will be in
     form and substance acceptable to Quigley and Pfizer.

              3.       The Confirmation Order will be in form and substance acceptable to Quigley and Pfizer, after
     consulting with the Creditors’ Committee and the Future Demand Holders’ Representative.

              4.      At least 75% of those holders of Class 4 Asbestos PI Claims actually voting on the Plan vote to
     accept the Plan.

              5.       The Confirmation Order will, among other things:



     10435708.8                                                59
             (i)      order that the assets revesting in Reorganized Quigley will 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)     provide that the Confirmation Order will supersede any Bankruptcy Court orders issued
                      prior to the Confirmation Date that may be inconsistent with the Confirmation Order;

             (iii)    order 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 in 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 Quigley prior to the
                      Effective Date, or whether such interest accrued before or after the Petition Date, is
                      extinguished completely;

             (iv)     provide that, as part of the Pfizer Contribution to the Asbestos PI Trust, Pfizer is
                      obligated to contribute to the Asbestos PI Trust the Pfizer/AIG Annuity, the Pfizer
                      Annuity, and Pfizer’s Cash Contribution.

             (v)      provide that, subject to the limitations set forth in Section 10.4 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, will be free and clear of all
                      Claims, Liens and all Encumbrances on or against such assets and common stock;

             (vi)     authorize the implementation of the Plan in accordance with its terms;

             (vii)    provide that any transfers effected or entered into, or to be effected or entered into, under
                      the Plan will 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;

             (viii)   approve the other settlements, transactions and agreements to be effected pursuant to the
                      Plan in all respects;

             (ix)     provide that all Executory Contracts or unexpired leases assumed by Quigley and
                      assigned during the Chapter 11 Case or under the Plan will 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;

             (x)      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 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 non-bankruptcy 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;




10435708.8                                            60
                 (xi)     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;

                 (xii)    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;

                 (xiii)   provide that any attorney-client, work product or other privilege that applies to the
                          Asbestos Records transferred by the Asbestos Record Parties to the Asbestos PI Trust
                          will not be destroyed, waived, or otherwise affected by the transfer of the Asbestos
                          Records to the Asbestos PI Trust; and

                 (xiv)    find that Pfizer has waived and will be deemed to have waived any and all obligations or
                          requirements of holders of Asbestos PI Claims who become Settling Plaintiffs under the
                          terms of the Pfizer Claimant Settlement Agreements to reduce the amount of distributions
                          they are entitled to receive from the Asbestos PI Trust; provided, however, that such
                          waiver will be null and void and of no further force and effect in the event that the
                          Effective Date of the Plan does not occur.

        6.       In addition to the foregoing, the Confirmation Order will contain the following findings of fact
and conclusions of law, among others:

                 (i)      The Asbestos PI Channeling Injunction, the Settling Asbestos Insurance Entity
                          Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality
                          Injunction and the Dividend Injunction are approved and to be implemented in
                          accordance with the Plan and the Asbestos PI Trust;

                 (ii)     As of the Petition Date, Quigley 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;

                 (iii)    The Asbestos PI Trust is to be funded in part by securities of Quigley, the Quigley
                          Contribution and the Pfizer Contribution;

                 (iv)     The Asbestos PI Trust, on the Stock Transfer Date, will own one hundred percent (100%)
                          of the common stock of Reorganized Quigley;

                 (v)      The Asbestos PI Trust is to use its assets and income to pay Asbestos PI Claims;

                 (vi)     Quigley 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 PI Claims, which are
                          addressed by the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance
                          Entity Injunction and the Non- Settling Asbestos Insurance Entity Injunction;

                 (vii)    The actual amounts, numbers, and timing of Demands cannot be determined;

                 (viii)   Pursuit of Demands outside the procedures prescribed by the Plan and the Asbestos PI
                          Trust Distribution Procedures is likely to threaten the Plan’s purpose to deal equitably
                          with Asbestos PI Claims;

                 (ix)     The terms of the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance
                          Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the
                          Confidentiality Injunction and the Dividend Injunction, including any provisions barring


10435708.8                                              61
                      actions against third parties, are described in specific and conspicuous language in the
                      Plan and the Disclosure Statement;

             (x)      Pursuant to (A) the Asbestos PI Trust Distribution Procedures, (B) court order, or (C)
                      otherwise, the Asbestos 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 PI Claims or other comparable
                      mechanisms, that provide reasonable assurance that the Asbestos PI Trust will value, and
                      be in a financial position to pay, similar Asbestos 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 PI Channeling Injunction,
                      the Settling Asbestos Insurance Entity Injunction and the Non-Settling Asbestos
                      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 PI Claims and are addressed in the Asbestos PI Channeling Injunction, the
                      Settling Asbestos Insurance Entity Injunction and the Non-Settling Asbestos Insurance
                      Entity Injunction and channeled to the Asbestos PI Trust;

             (xii)    In light of the benefits provided, or to be provided, to the Asbestos PI Trust on behalf of
                      each Asbestos Protected Party or Settling Asbestos Insurance Entity, as applicable, the
                      Asbestos PI Channeling Injunction and the Settling Asbestos Insurance Entity Injunction
                      are fair and equitable with respect to the persons that might subsequently assert Demands
                      that would constitute Asbestos PI Claims against any Asbestos Protected Party or Settling
                      Asbestos Insurance Entity, as applicable;

             (xiii)   The Plan and its acceptance otherwise comply with sections 524(g) and 1126 of the
                      Bankruptcy Code;

             (xiv)    The Asbestos PI Trust will have the sole and exclusive authority as of the Effective Date
                      to defend all Asbestos PI Claims;

             (xv)     The Quigley Insurance Transfer, the Insurance Relinquishment Agreement and the AIG
                      Assignment Agreement do not violate any consent-to-assignment provisions of any
                      Shared Asbestos Insurance Policy, any Insurance Settlement Agreement, the AIG
                      Insurance Settlement Agreement or any other applicable insurance policy, agreement, or
                      contract;

             (xvi)    The Quigley Insurance Transfer pursuant to the Plan is valid, effective and enforceable,
                      and effectuates the transfer to the Asbestos PI Trust of the Quigley Transferred Insurance
                      Rights; provided, however, that all Asbestos PI Insurer Coverage Defenses are preserved
                      to the extent set forth in Section 10.4 of the Plan;

             (xvii)   The duties, obligations and liabilities of any Asbestos Insurance Entity under all
                      insurance policies, all Shared Asbestos Insurance Policies, all Insurance Settlement
                      Agreements, and all other settlement agreements, are not diminished, reduced or
                      eliminated by: (a) the discharge of Quigley and Reorganized Quigley from all Asbestos
                      PI Claims; (b) the injunctive protection provided to Quigley, Reorganized Quigley, the
                      Asbestos Protected Parties, and the Settling Asbestos Insurance Entities with respect to
                      Asbestos PI Claims; or (c) the assumption of responsibility and liability for all Asbestos
                      PI Claims by the Asbestos PI Trust; provided, however, that all Asbestos PI Insurer
                      Coverage Defenses are preserved to the extent set forth in Section 10.4 of the Plan;




10435708.8                                          62
                       (xviii)   The Asbestos PI Channeling Injunction, the Settling Asbestos Insurance Entity
                                 Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality
                                 Injunction and the Dividend Injunction are essential to the Plan and Quigley’s
                                 reorganization efforts; and

                       (xix)     Pfizer’s contribution of the Pfizer Contribution and Quigley’s contribution of the Quigley
                                 Contribution, to the Asbestos PI Trust or Reorganized Quigley, as applicable, constitute
                                 substantial assets of the Plan and the reorganization.

C.   Conditions Precedent to the Effective Date under the Plan

     The “effective date of the plan,” as used in section 1129 of the Bankruptcy Code, will not occur, and the Plan will be
     of no force and effect, until the Effective Date. The occurrence of the Effective Date is subject to satisfaction of the
     following conditions precedent, unless such conditions are waived by Quigley and Pfizer (after consulting with the
     Creditors’ Committee and the Future Demand Holders’ Representative) pursuant to Section 12.3 of the Plan.

     1.       Confirmation Order

     The Confirmation Date will have occurred and the Confirmation Order, in form and substance acceptable to the
     Debtor and Pfizer, will have been entered and will have become a Final Order.

     2.       No Request for Revocation of Confirmation Order

     No request for revocation of the Confirmation Order under section 1144 of the Bankruptcy Code will have been
     made, or, if made, will remain pending.

     3.       Conditions to the Confirmation Date Remain Satisfied or Have Been Waived

     All conditions precedent to the Confirmation Date will have been satisfied or waived and will continue to be
     satisfied or waived.

     4.       Execution of Documents

     The following agreements and documents, in form and substance satisfactory to Quigley and Pfizer, will have been
     executed and delivered, and all conditions precedent thereto will have been satisfied:

                       (i)       Amended Charter Documents;

                       (ii)      Asbestos PI Trust Agreement;

                       (iii)     AIG Assignment Agreement;

                       (iv)      Insurance Relinquishment Agreement;

                       (v)       Asbestos PI Claims Services Agreement;

                       (vi)      Pfizer Claims Services Agreement;

                       (vii)     Pfizer/AIG Annuity; and

                       (viii)    Pfizer Annuity.

     Further, all actions, Plan Documents and other documents and agreements necessary to implement the provisions of
     the Plan to be effectuated on or prior to the Effective Date will be satisfactory to Quigley and Pfizer and such
     actions, documents and agreements will have been effected or executed and delivered.

     10435708.8                                                 63
     5.       Injunctions

     The Confirmation Order will contain the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance Entity
     Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality Injunction, and the Dividend
     Injunction.

     6.       Qualified Settlement Fund Status

     Quigley will have obtained an opinion of counsel stating that the Asbestos PI Trust qualifies as a “qualified
     settlement fund” within the meaning of regulations issued pursuant to section 468B of the Internal Revenue Code.

     Notwithstanding the foregoing conditions precedent to Confirmation of the Plan and the Effective Date, Quigley
     reserves the right in its sole discretion, with the written consent of Pfizer, and after consulting with the Creditors’
     Committee and the Future Demand Holders’ Representative, and to the fullest extent permitted by law, to waive or
     modify, in whole or in part, the occurrence of any of the foregoing conditions precedent to Confirmation of the Plan
     and the Effective Date. Any such waiver or modification may be effected at any time, without notice, without leave
     or order of the Bankruptcy Court or the District Court, and without any formal action other than proceeding to
     consummate the Plan. Any actions required to be taken on the Effective Date will take place and will be deemed to
     have occurred simultaneously, and no such action will be deemed to have occurred prior to the taking of any other
     such action.

     If Quigley decides that one of the foregoing conditions has not been satisfied or waived, as applicable, within 90
     days of entry of the Confirmation Order, then Quigley or Pfizer will notify the Bankruptcy Court of the failure of the
     Effective Date to occur, at which time the Plan and the Confirmation Order will be deemed null and void, and all
     parties will be restored to their respective positions as of the day immediately preceding the Confirmation Date as
     though the Confirmation Date never occurred.

D.   Description of the Consideration Contributed to the Asbestos PI Trust and Reorganized Quigley and
     Estimate of Asbestos PI Claims

     Quigley and Pfizer will each contribute to the Asbestos PI Trust and Reorganized Quigley, as applicable, on account
     of the Asbestos PI Claims as described below.

     1.       The Insurance Relinquishment Agreement and the Quigley Insurance Transfer

     Upon the Effective Date of the Plan, and as part of the Pfizer Contribution and the Quigley Contribution as defined
     further below, Pfizer and Quigley will enter into an agreement whereby each party relinquishes certain insurance
     rights it has, to and for the benefit of the other party. Generally, Pfizer will relinquish its following rights to the
     ultimate benefit of Quigley and/or the Asbestos PI Trust:

              •        Pfizer’s rights, titles, privileges, interests, Claims, demands or entitlements to any proceeds,
                       payments, initial or supplemental dividends, scheme payments, supplemental scheme payments,
                       state guaranty fund payments, causes of action and choses in action in and to the
                       products/completed operations coverage remaining under the Shared Asbestos Insurance Policies
                       and to the Insurance Settlement Agreements, solely with respect to the products/completed
                       operations coverage remaining under the Shared Asbestos Insurance Policies;

              •        To the extent the products/completed operations coverage under any Shared Asbestos Insurance
                       Policy is subject to any aggregate per occurrence or other policy limit of a Shared Asbestos
                       Insurance Policy that is or could potentially be applicable to Asbestos PI Claims, Pfizer’s rights,
                       titles, privileges, interests, Claims, demands or entitlements to any proceeds, payments, initial or
                       supplemental dividends, scheme payments, supplemental scheme payments, state guaranty fund
                       payments, causes of action and choses in action in and to such other coverage under such Shared
                       Asbestos Insurance Policy; and



     10435708.8                                                64
         •        Pfizer’s right to object to any settlement by Quigley concerning the Shared-Asbestos Excluded
                  Insurance Policies, provided that such settlement is not manifestly unreasonable.


Pfizer will not relinquish, however, and will retain the rights to pursue collection of any unpaid amount Pfizer billed
to any insurer prior to the Petition Date pursuant to any Insurance Settlement Agreement and/or the
Products/Completed Operations Coverage under any insurance policy to the extent that it gives rise to any such
amount (the “Pfizer Insurer Receivables”).

For its part, Quigley will relinquish its rights, titles, privileges, interests, Claims, demands or entitlements to any
proceeds, payments, initial or supplemental dividends, scheme payments, supplemental scheme payments, state
guaranty fund payments, causes of action and choses in action in and to the Shared Asbestos-Excluded Claims-Made
Insurance Policies for the benefit of Pfizer. The Shared Asbestos-Excluded Claims-Made Insurance Policies do not
constitute a part of the Pfizer Contribution or Quigley Contribution.

Pursuant to the terms and conditions of the Insurance Relinquishment Agreement, Quigley will have sole and
exclusive rights, titles, privileges, interests, Claims, demands or entitlements to any proceeds, payments, initial or
supplemental dividends, scheme payments, supplemental scheme payments, state guaranty fund payments, causes of
action and choses in action in and to the products/completed operation coverage remaining under the Shared
Asbestos Insurance Policies and related Insurance Settlement Agreements (subject to certain provisions of the
Insurance Relinquishment Agreement). Under the Plan, Quigley’s rights, titles, privileges, interests, Claims,
demands or entitlements to any proceeds, payments, initial or supplemental dividends, scheme payments,
supplemental scheme payments, state guaranty fund payments, Causes of Action and choses in action in and to the
Shared Asbestos Insurance Policies and related Insurance Settlement Agreements are part of the Quigley
Transferred Insurance Rights, which will be transferred to the Asbestos PI Trust as part of the Quigley Insurance
Transfer. In addition to the foregoing, Quigley Transferred Insurance Rights also include the Quigley Insurer
Receivables.

The Quigley Transferred Insurance Rights do not include (a) Quigley’s rights, titles, privileges, interests, Claims,
demands or entitlements to any proceeds, payments, initial or supplemental dividends, scheme payments,
supplemental scheme payments, state guaranty fund payments, Causes of Action and choses in action under, for or
related to a Shared Asbestos Insurance Policy and/or related Insurance Settlement Agreement in the event there is a
final and binding determination (by settlement or adjudication) that such Shared Asbestos Insurance Policy and/or
related Insurance Settlement Agreement does not provide products/completed operations coverage for Asbestos PI
Claims; (b) the Shared Asbestos Insurance Policies and the Insurance Settlement Agreements themselves; and
(c) the Pfizer Insurer Receivables.

2.       The Quigley Contribution to the Asbestos PI Trust

Pursuant to the Plan, on or after the Effective Date, Quigley or Reorganized Quigley, as the case may be, will
provide the following contributions and benefits to the Asbestos PI Trust (the “Quigley Contribution“):

                  (a)      the Quigley Insurance Transfer will occur, pursuant to which Quigley will transfer, grant
         and assign to the Asbestos PI Trust the Quigley Transferred Insurance Rights;

                 (b)       Quigley’s right, title and interest in and to the Insurance Settlement Proceeds except for
         Quigley’s right, title and interest in and to any AIG Payments and any interest earned thereon, which
         Quigley will assign to Pfizer in accordance with the AIG Assignment Agreement; and

                  (c)       Excess Cash, calculated on the last day of the month immediately preceding the month in
         which the Effective Date occurs. “Excess Cash“ will be an amount equal to the greater of the following:
         (1) $0; and (2) the sum of (i) all Cash and short term Cash investments held by Quigley and (ii) the Pfizer
         Tax Sharing Receivable outstanding, 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 $1 million
         (or such other amount as Quigley, after consultation with the Future Demand Holders’ Representative and


10435708.8                                                65
         the Creditors’ Committee, determines it requires for working capital purposes); (ii) the Allowed 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 Tax 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 Pfizer Secured Claim minus $30 million; (x) the Allowed Amount of all Unsecured
         Claims multiplied by the Payment Percentage; and (xi) 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 PI Trust. Based upon the assumption that the Effective Date will occur on September 1, 2008,
         Quigley expects to have approximately $4.6 million in Excess Cash on the Effective Date.

3.       The Pfizer Contribution to the Asbestos PI Trust and Reorganized Quigley

Prior to the commencement of the Chapter 11 Case, Quigley engaged in intensive negotiations with Pfizer regarding
scope , nature, and extent of the contribution to be made by Pfizer under the Plan. Those protracted discussions
ultimately resulted in Pfizer’s agreement to, among other things, relinquish its rights under the shared insurance to
the Asbestos PI Trust and to contribute Pfizer’s right, title and interest in and to the Insurance Settlement Proceeds
Trust (except for its right, title and interest in and to any AIG Payments and interest earned thereon) and an annuity
(originally a note) with a total nominal face value of $405 million. Quigley and its advisors determined that this
contribution to the Asbestos PI Trust not only was a fair compromise in exchange for Pfizer and the other Pfizer
Protected Parties obtaining protection under the Asbestos PI Channeling Injunction, but that it also maximized the
value of Quigley’s available assets for the benefit of Quigley and all of its current and future creditors and demand
holders. At the same time, Quigley also determined that, if other constituencies wanted to negotiate with Pfizer to
obtain additional contributions under the Plan, Quigley would facilitate those negotiations.

Following the issuance of the Asbestos PI Claims Estimation Order and Pfizer’s subsequent waiver of the obligation
contained in the Pfizer Claimant Settlement Agreements that holders of Asbestos PI Claims who entered into such
agreements and become Settling Plaintiffs must reduce the amount of their Distributions from the Asbestos PI Trust,
Quigley urged Pfizer to agree to make an additional contribution to the Asbestos PI Trust to compensate for the
increased Distributions from the Asbestos PI Trust that would be required to be made to the Settlement Plaintiffs
and to help defray the Asbestos PI Trust’s administrative costs, such that the Asbestos PI Trust would not have to
invade the corpus of the trust to finance its operations. Once Pfizer agreed in principle to the additional
contribution, Quigley facilitated negotiations between Pfizer and the Future Demand Holders’ Representative
regarding the amount of the contribution to be made by Pfizer that would, among other things, (i) maintain the
payment percentage of 7.5% based on current projections of claims and assets available for distribution to claimants
(ii) ensure that there will be sufficient funds to satisfy the administrative costs of the Asbestos PI Trust for the
duration of its existence, and (iii) maximize the value of Quigley’s assets. During this process, Quigley reviewed
Pfizer’s calculation of the amount necessary for its additional contribution and its methodologies. As a result of
those negotiations, Pfizer has agreed to make additional financial contributions to the Asbestos PI Trust on the
Effective Date in the aggregate amount of $95.1 million and to enter into the five-year Pfizer Claims Services
Agreement, pursuant to which Pfizer will pay Quigley $5 million per year in exchange for Quigley’s continued
claims handling services with respect to additional unrelated asbestos claims against Pfizer.

Pursuant to the terms of the Plan, on or after the Effective Date, Pfizer on behalf of itself and the other Pfizer
Protected Parties will provide the following contributions and benefits to the Asbestos PI Trust and Reorganized
Quigley, as applicable (the “Pfizer Contribution“):

                (a)        Pfizer will execute and deliver to Reorganized Quigley the Insurance Relinquishment
         Agreement;

                 (b)       A contribution to the Asbestos PI Trust of an annuity with a total nominal face value of
         $405 million, payable in equal installments over a period of 40 years, with the first installment payment
         payable on the Effective Date (the “Pfizer/AIG Annuity“);



10435708.8                                               66
                 (c)        A contribution to the Asbestos PI Trust of an annuity with a total nominal face value of
         $45.1 million, payable in equal installments over a period of 41 years, with the first installment payment
         payable on the fifth anniversary of the Effective Date (the “Pfizer Annuity“);

                   (d)       Pfizer’s agreement to forgive $30 million of the Pfizer Secured Claim as of the Effective
         Date;

                 (e)     Pfizer will make a cash contribution to the Asbestos PI Trust on the Effective Date in the
         amount of $50 million;

                  (f)      A contribution to the Asbestos PI Trust of Pfizer’s right, title and interest in and to the
         Insurance Settlement Proceeds Trust except for Pfizer’s right, title and interest in and to any AIG Payments
         and interest earned thereon, which Quigley will assign to Pfizer in accordance with the AIG Assignment
         Agreement; and

                   (g)     Upon the occurrence of the Stock Transfer Date, the transfer of 100% of the common
         stock of Reorganized Quigley to the Asbestos PI Trust; provided that, until the occurrence of the Stock
         Transfer Date, neither Pfizer, Quigley, nor Reorganized Quigley, as the case may be, shall not and Pfizer
         shall not cause Quigley or Reorganized Quigley, as the case may be, to declare, issue or otherwise pay any
         dividend; provided further that, following the transfer of 100% of the common stock of Reorganized
         Quigley to the Asbestos PI Trust, any dividends that are declared on such common stock will be used to
         fund the Asbestos PI Trust.

4.       Economic Consequences of Converting Quigley’s Interest in the AIG Payments Under the AIG
         Settlement Agreement for Pfizer Annuity

As discussed above, the Plan provides that as part of the Pfizer Contribution, Pfizer will contribute to the Asbestos
PI Trust the Pfizer Annuity. The form of the Pfizer Annuity will be included in the Plan Supplement. Using a
discount factor of 5.39%, the net present value of the Pfizer Annuity is approximately $174 million. The Plan
further provides that in exchange for the Pfizer Contribution, Quigley will execute the AIG Assignment Agreement,
pursuant to which Quigley will assign all of its rights, title and interest in and to the AIG Payments. Under the terms
of the AIG Settlement Agreement, the AIG Companies agreed to pay Pfizer and Quigley a total sum of
$405,746,856 through a stream of payments over a period of 10 years. Using a discount rate of 5.39, the net present
value of Quigley’s interest in the AIG Payments is approximately $160 million.7 As a result of the conversion of
Quigley’s interest in the AIG Payments for Pfizer’s contribution of the $405 million, 40 year Pfizer Annuity,
Quigley’s estate is receiving a net benefit of approximately $14 million.

5.       Estimation of Asbestos PI Claims

Experts retained by each of the Creditors’ Committee and the Future Demand Holders’ Representative have been
provided with information relevant to the estimation of claims, including databases of claims filed and resolved
before the Petition Date. In general, experts are charged with the task of preparing forecasts that estimate the
number, type and year of filing of future asbestos personal injury claims against Quigley along with the estimated
cost of resolving those claims (including resolution costs). To create such forecasts, experts apply methodologies


7
          In computing the net present value of Quigley’s interest in the AIG Payments, the following assumptions were used
with respect to each of the following categories insurance policies or receivables owed by the AIG Companies, that were settled
under the AIG Insurance Settlement Agreement: (a) Quigley has no right to any portion of the $6,371,927.10 Insurer Receivable
owed to Pfizer, (b) Quigley has no Claim pending against it that would be covered by the $75 million excess liability claims-
made policy issued to Pfizer covering the period November 1, 1997 through November 1, 2001; (c) Quigley has sole right to the
$40,620,224.56 Quigley Insurer Receivable; (e) Quigley has a 50% interest (solely for purposes of this analysis) in the
$283,754,705.34 of remaining unbilled occurrence-based coverage that is shared between Pfizer and Quigley; and (f) Quigley has
a 50% interest in the approximately $10 million of interest that will have accrued on the AIG Payments as of September 1, 2008,
the assumed Effective Date of the Plan. See “GENERAL INFORMATION – Insurance Coverage – Insurance Settlement
Agreements – AIG Insurance Settlement Agreement.”


10435708.8                                                    67
     that have been employed and tested in other contexts. They also make certain assumptions about historical events
     and likely future behavior.

     As the basis for projections, experts will generally rely on Quigley’s historical litigation experience in the tort
     system (as it exists as of the date of this Disclosure Statement). The first step in the process is to estimate the
     underlying aggregate population of individuals occupationally exposed to asbestos in the United States. For this
     estimate, experts have generally relied in substantial part on the population estimate originally developed by Dr.
     William Nicholson.

     The second step consists of a calculation of the number of people who will develop a malignant disease due to
     asbestos exposure. Experts rely on generally accepted epidemiological studies of mesothelioma and lung cancer to
     make these calculations. The formulas basically take into account the intensity and duration of exposure to predict
     the number of exposed individuals who will contract these malignant diseases over time.

     The next step is to predict the number of non-malignant claims. There is no epidemiological study that predicts the
     number of exposed individuals who might develop a non-malignant condition. Accordingly, experts will rely on
     Quigley’s historical claims experience to predict the number of non-malignant claims. Specifically, experts apply
     the historical relationship of the number of non-malignant claims to certain malignant claims as a predictor of non-
     malignant claim filings. Experts may also adjust such ratios to account for developments and/or changes in tort law
     or the litigation environment.

     The above steps yield a prediction of potential claimants. However, because not everyone who contracts a disease
     will actually file a claim, the expert must determine the likely rate of claim filing. To determine filing rate, experts
     determine the proportion of claims historically filed against Quigley as compared to the estimated total group of
     individuals with the designated asbestos-related diseases.

     Finally, in order to determine the aggregate value of these estimated claims, experts apply historical indemnity
     values paid by Quigley to resolve claims. The calculation of total indemnity value takes into account not only the
     dollar value of historical settlements by disease type but also the rate of dismissals and any verdicts against Quigley.
     The total value is calculated by multiplying the number of claims in each disease type by the average value. In
     addition, to account for future events, the experts apply an inflation rate to the indemnity values. Estimates also
     include a prediction of future defense costs.

     The various experts have conducted an analysis of Quigley’s historical claims. Attached to the Disclosure Statement
     as Exhibit “I” is a more detailed description of the methodology for estimating Quigley’s future Asbestos PI Claims.

     As described in more detail in Exhibit I, the estimated future claims population (based on one of several analyses) is
     261,576 claims. The total value of these future claims, assuming application of the compensation amounts set forth
     in the TDP applicable to such claims under this plan, is estimated at $ $4.43 billion undiscounted and $2.66 billion
     discounted. There is typically variation in the estimates prepared by different experts based on such factors as the
     particular period of time used to determine the claiming rate and applicable value and the length of time it will take
     to process claims as well as the inflation and discount rates applied.

E.   Executory Contracts and Unexpired Leases

     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 will
     either be rejected or assumed and assigned as described therein; and (b) the Executory Contracts dealt with in the
     Plan or pursuant to a Final Order of the Bankruptcy Court entered on or before the Effective Date. The
     Confirmation Order will 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.

     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 Effective Date, such Executory Contract will be deemed to be rejected


     10435708.8                                                68
     or assumed and assigned, as the case may be. Effective as of the Confirmation Date, all other Executory Contracts
     that are not specifically listed in the Plan Supplement will be deemed to be automatically assumed by Reorganized
     Quigley. Quigley will provide notice of any amendments to the list of Executory Contracts contained in the Plan
     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 will 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.

     Any monetary amounts by which each Executory Contract to be assumed or assumed and assigned under the Plan
     may be in default will 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 the 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 the Cure will occur following the
     entry of a Final Order of the Bankruptcy Court resolving the dispute. No amount will be due for Cure or other
     compensation to the parties to assumed or assumed and assigned Executory Contracts except as expressly provided
     in the Plan Supplement or as otherwise ordered by the Bankruptcy Court pursuant to a Final Order. On the Initial
     Distribution Date, Reorganized Quigley will pay any undisputed Cure amounts under any of the Executory
     Contracts being assumed or assumed and assigned pursuant to Section 7.2 of the Plan. Except for Claims for
     payment of Cure amounts, the parties to the assumed or assumed and assigned contracts will have no Claim against
     Quigley or Reorganized Quigley relating to those contracts.

     If the rejection of an Executory Contract under the Plan by Quigley results in damages to the other party or parties to
     such contract, a Claim for such damages will be forever barred and will 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 filed by Quigley to reject such contract.

F.   Indemnification and Reimbursement Obligations

     For purposes of the Plan, Quigley’s obligations 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, will 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 will use its commercially reasonable efforts to maintain or procure 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.

G.   Corporate Reorganization Actions

     On or as soon as practicable after the Effective Date, Reorganized Quigley will take such actions as may be or
     become necessary to effectuate the following, all of which will be authorized and approved in all respects, in each
     case without further action being required under applicable law, regulation, order, or rule (including, without
     limitation, any action by the shareholders or directors of Quigley or Reorganized Quigley or the Asbestos PI Trust or
     the Trustees):

              •        Quigley will file the Amended Certificate of Incorporation with the Secretary of State for the State
                       of New York.

              •        Reorganized Quigley will adopt the Amended Bylaws.



     10435708.8                                                69
              •       Pursuant to the Plan, unless otherwise agreed to between Reorganized Quigley and Pfizer, the
                      existing members of Quigley’s Board of Directors will continue to serve in their respective
                      capacities until the Stock Transfer Date. On and after the Stock Transfer Date, the Asbestos PI
                      Trust will have the right, but not the obligation, to replace any or all of the members of
                      Reorganized Quigley’s Board of Directors.

              •       On the Stock Transfer Date, Pfizer will transfer to the Asbestos PI Trust, 100% of the common
                      stock of Reorganized Quigley.

H.   Distributions under the Plan on Account of Claims Other than Asbestos PI Claims

     1.       Generally

     Reorganized Quigley will make all Distributions required under the Plan as provided under Article VI of the Plan.
     Distributions on account of Allowed Claims in Classes 1, 2 and 3 will be made on the related Distribution date or as
     soon thereafter as practicable (unless otherwise provided in the Plan or ordered by the Bankruptcy Court). All
     distributions on account of Asbestos PI Claims will be made in accordance with the terms of the Asbestos PI Trust
     Agreement and the Asbestos PI Trust Distribution Procedures.

     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 will be distributed as provided in the Plan. An initial distribution will 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 will increase proportionately.
     Accordingly, Reorganized Quigley will 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. Similarly, on a periodic basis, Reorganized Quigley will distribute Pro Rata Shares of the
     escrowed Distributions to the holders of Claims that were Disputed Claims on the Effective Date, as they become
     Allowed Claims. In any event, as soon as practicable after all Disputed Claims in any Class receiving Pro Rata
     Shares have become either Allowed Claims or Disallowed Claims, a final Distribution will be made to the holders of
     Allowed Claims in such Class.

     3.       Delivery of Distributions

     Distributions and deliveries to holders of Allowed Claims will 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 will be made unless and until Reorganized Quigley is
     notified of such holder’s then current address, at which time all missed Distributions will 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 will be deemed unclaimed property under section 347(b) of the Bankruptcy Code and will
     revest in Reorganized Quigley and the Claim of any holder to such Distributions will be discharged and forever
     barred. Nothing contained in the Plan will require Quigley or Reorganized Quigley to attempt to locate any holder
     of an Allowed Claim.

     4.       Fractional Cents

     Notwithstanding any other provision of the Plan to the contrary, no payment of fractional cents will 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 will 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.




     10435708.8                                               70
     5.       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 will not accrue on Claims, and no holder of a Claim will be entitled to
     interest accruing on or after the Petition Date on any Claim. Interest will 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 in the Plan, no prepetition Claim will be
     Allowed to the extent that it is for postpetition interest or other similar charges.

I.   Distributions to the Asbestos PI Trust and Reorganized Quigley

     Except as otherwise provided below, on the later of the Effective Date and the date by which all the Trustees have
     executed the Asbestos PI Trust Agreement, the following assets will be transferred to the Asbestos PI Trust:

              •        the Quigley Contribution; and

              •        the Pfizer Contribution, except that:

              •        the common stock of Reorganized Quigley will be delivered by Pfizer to the Asbestos PI Trust on
                       the Stock Transfer Date.

J.   Effect of Confirmation

     1.       Revesting of Reorganized Quigley’s Assets

     Under section 1141(b) of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order,
     the property of Quigley’s Estate (except for the Quigley Contribution) 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 its property free of any restrictions imposed under the Bankruptcy Code or the Bankruptcy
     Rules or by 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 or in the Confirmation
     Order. 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.

     2.       Preservation of Certain Causes of Action; Defenses

     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, will retain and may
     enforce such Claims, rights and Causes of Action that are property of Quigley and its Estate, and Reorganized
     Quigley will 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.

     Notwithstanding anything to the contrary contained in Section 10.2(a) of the Plan, on the Effective Date, all
     defenses and Causes of Action of Quigley and Reorganized Quigley relating to Asbestos PI Claims, including any
     Asbestos Insurance Actions, will be transferred and assigned to the Asbestos 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 PI
     Trust will retain and may enforce such defenses and Causes of Action and will retain and enforce all defenses and
     counterclaims to all Claims asserted against the Asbestos PI Trust with respect to such Claims, including, but not
     limited to, setoff, recoupment and any rights under section 502(d) of the Bankruptcy Code. The Asbestos PI Trust
     may pursue such defenses, rights, or Causes of Action, as appropriate, in accordance with its and its beneficiaries’
     best interests. Nothing in Section 10.2(b) of the Plan, however, will 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


     10435708.8                                                71
otherwise which are required by Reorganized Quigley to conduct its business in the ordinary course subsequent to
the Effective Date.

3.       Quigley Insurance Transfer

         (a)      Implementation of Quigley Insurance Transfer

To effectuate the Quigley Contribution, on the Effective Date and without any further action of the Bankruptcy
Court or further act or agreement of any Entity, Quigley will irrevocably transfer, grant and assign to the Asbestos
PI Trust the Quigley Transferred Insurance Rights pursuant to the Quigley Insurance Transfer. The Asbestos PI
Trust will assume responsibility for all obligations of Quigley arising from, under or related to any of the Quigley
Transferred Insurance Rights. The Quigley Transferred Insurance Rights will be subject to any and all Asbestos PI
Insurer Coverage Defenses. The Quigley Insurance Transfer will be made and will be effective. The Quigley
Insurance Transfer will not be, and will not be deemed to be, an assignment of the Shared Asbestos Insurance
Policies, the Insurance Settlement Agreements or any other settlement agreements with Asbestos Insurance Entities
themselves.

         (b)      Institution and Maintenance of Legal and Other Proceedings

From and after the Effective Date, the Asbestos PI Trust will be empowered and entitled, in its sole and absolute
discretion, to pursue, compromise or settle its interests in any and all Quigley Transferred Insurance Rights,
including without limitation, its interests in any and all Asbestos Insurance Actions. The duties, obligations and
liabilities of any Asbestos Insurance Entity under all insurance policies, all Shared Asbestos Insurance Policies, all
Insurance Settlement Agreements, and all other settlement agreements with Asbestos Insurance Entities, are not
diminished, reduced or eliminated by: (i) the discharge of Quigley and Reorganized Quigley from all Asbestos PI
Claims; (ii) the injunctive protection provided to Quigley, Reorganized Quigley, the Asbestos Protected Parties, and
the Settling Asbestos Insurance Entities with respect to Asbestos PI Claims; or (iii) the assumption of responsibility
and liability for all Asbestos PI Claims by the Asbestos PI Trust. For avoidance of doubt, any and all Asbestos PI
Insurer Coverage Defenses are preserved by and under the Plan.

         (c)      License Back To Reorganized Quigley

From and after the Effective Date, Reorganized Quigley will have a license to collect and use the proceeds of the
Shared Asbestos Insurance Policies (the “License”) only to the extent that (i) Reorganized Quigley’s collection and
use of the proceeds of the Shared Asbestos Insurance Policies does not reduce the Products/Completed Operations
Coverage or any aggregate, per occurrence or other policy limit of any Shared Asbestos Insurance Policy that is or
could potentially be applicable to Asbestos PI Claims, and (ii) Reorganized Quigley’s collection and use of the
proceeds of the Shared Asbestos Insurance Policies does not in any way interfere with the Asbestos PI Trust’s
exercise of any Quigley Transferred Insurance Rights. The Asbestos PI Trust may terminate this License at any
time if the Asbestos PI Trust deems the termination of the License necessary for any reason, including, without
limitation, to resolve any disputes with insurers concerning any of the Shared Asbestos Insurance Policies.

         (d)      Obligations of Reorganized Quigley

At the reasonable direction and request of the Asbestos PI Trust, and at the cost of the Asbestos PI Trust,
Reorganized Quigley will (i) use reasonable efforts to pursue any of the Quigley Transferred Insurance Rights for
the benefit of Asbestos PI Trust; and (ii) immediately transfer any amounts recovered by Reorganized Quigley under
or on account of any of the Quigley Transferred Insurance Rights to the Asbestos PI Trust; provided, however, that
while any such amounts are held by or under the control of Reorganized Quigley, such amounts will be held for the
benefit of the Asbestos PI Trust. To the extent permitted by applicable law, Reorganized Quigley will cooperate
with the Asbestos PI Trust in its pursuit of the Quigley Transferred Insurance Rights as requested by the Asbestos PI
Trust, including, but not limited to, by making its books, records, employees, agents, and professionals available to
the Asbestos PI Trust solely as they relate to the Quigley Transferred Insurance Rights.




10435708.8                                               72
4.       Insurance Neutrality

All Asbestos PI Insurer Coverage Defenses are preserved and nothing in the Plan, the Confirmation Order, any
finding of fact and/or conclusion of law with respect to the Confirmation of the Plan, or any order or opinion entered
on appeal from the Confirmation Order, will limit the right of any Asbestos Insurance Entity, in any Asbestos
Insurance Action, to assert any Asbestos PI Insurer Coverage Defense. Notwithstanding anything in Section 10.4
of the Plan to the contrary, nothing in Section 10.4 of the Plan will affect or limit, or be construed as affecting or
limiting, (i) the binding effect of the Plan and the Confirmation Order on Quigley, Reorganized Quigley, or the
Asbestos PI Trust or the beneficiaries of such trust; (ii) the protection afforded to any Settling Asbestos Insurance
Entity by the Settling Asbestos Insurance Entity Injunction; or (iii) the Non-Settling Asbestos Insurance Entity
Injunction.

Nothing in Section 10.4 of the Plan is intended or will be construed to preclude otherwise applicable principles of
res judicata or collateral estoppel from being applied against any Asbestos Insurance Entity with respect to any issue
that is actually litigated by such Asbestos Insurance Entity as part of its objections, if any, to confirmation of the
Plan or as part of any contested matter or adversary proceeding in this Chapter 11 Case.

5.       Reduction of Insurance Judgments

Any right, Claim or cause of action that an Asbestos Insurance Entity would have been entitled to assert under
applicable non-bankruptcy law against any Settling Asbestos Insurance Entity but for the Settling Asbestos
Insurance Entity Injunction will be treated solely as a setoff claim against the Asbestos PI Trust. Any such right,
Claim, or cause of action to which an Asbestos Insurance Entity may be entitled will be solely a setoff against any
recovery of the Asbestos PI Trust from that Asbestos Insurance Entity. Under no circumstances will that Asbestos
Insurance Entity receive an affirmative recovery of funds from the Asbestos PI Trust or any Settling Asbestos
Insurance Entity for such right, Claim, or cause of action. Any setoff in favor of an Asbestos Insurance Entity will
not constitute a classified or unclassified Claim under this Plan and will not be subject to or Impaired by this Plan.
Instead, any setoff will be determined, calculated and applied solely as a matter of applicable non-bankruptcy law
without regard to any other provision of this Plan or any bankruptcy law or decision.

6.       Terms of Injunction and Automatic Stay

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, in existence immediately prior to the Confirmation Date, including, but not limited to, the Preliminary
Injunction Order, will remain in full force and effect until the injunctions set forth in the Plan (and as described
below in Section V.K) become effective pursuant to a Final Order, and will 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, Reorganized Quigley 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.

Each of the injunctions contained in the Plan or the Confirmation Order will become effective on the Effective Date
and will 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 nature
of those to be enjoined by such injunctions will be enjoined during the period between the Confirmation Date and
the Effective Date.

7.       Title to Asbestos PI Trust Assets

On the Effective Date, title to all of the Asbestos PI Trust Assets will vest in the Asbestos PI Trust free and clear of
all Claims, Equity Interests, Encumbrances and other interests of any Entity, as provided in Section 10.7 of the Plan;
provided, however, that title to the Quigley Stock Right shall vest in the Asbestos PI Trust on the Stock Transfer
Date. The Asbestos PI Trust will be empowered and entitled to initiate, prosecute, defend, settle, maintain,
administer, preserve, pursue, and resolve all Quigley Transferred Insurance Rights (subject to any Asbestos PI


10435708.8                                                73
Coverage Defenses), including without limitation, its interests in any and all Asbestos Insurance Actions, in the
name of the Asbestos PI Trust, the Trustees of the Asbestos PI Trust, and/or Reorganized Quigley.

8.       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 will 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 will be deemed dissolved. 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 purposes of participating in any: (a) appeal of the Confirmation Order, but only until such time as
the Confirmation Order becomes a Final Order; (b) hearing on a Fee Claim; and (c) adversary proceeding pending
on the Effective Date in which the Creditors’ Committee was a party. The Future Demand Holders’ Representative
also may, at his option, participate in any: (a) appeal of the Confirmation Order, but only until such time as the
Confirmation Order becomes a Final Order; (b) hearing on a Fee Claim; and (c) adversary proceeding pending on
the Effective Date in which the Future Demand Holders’ Representative was a party.

On the Effective Date, the Trust Advisory Committee will be appointed by the Bankruptcy Court effective as of the
Effective Date, as provided in Section 9.3(c) of the Plan. From and after the Effective Date, the Future Demand
Holders’ Representative will continue to serve as provided in the Plan and in the Asbestos PI Trust Agreement to
perform the functions specified and required by that agreement. Upon termination of the Asbestos PI Trust,
(a) members of the Trust Advisory Committee and the Future Demand Holders’ Representative will thereupon 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 will be deemed
dissolved and the Future Demand Holders’ Representative’s employment will be deemed terminated. All reasonable
and necessary post-Effective Date fees and expenses of the professionals retained by the Trust Advisory Committee
and the Future Demand Holders’ Representative will be paid exclusively by the Asbestos PI Trust in accordance
with the terms of the Asbestos PI Trust Agreement, and Reorganized Quigley will not be liable for any such fees and
expenses. If there will be any dispute regarding the payment of such fees and expenses, the parties will attempt to
resolve such dispute in good faith and if they will fail to resolve such dispute, they will submit the dispute to the
Bankruptcy Court for resolution.

9.       Avoidance and Recovery Actions

Except to the extent released or otherwise relinquished pursuant to the Plan, any other Plan Document or the
Confirmation Order (including, without limitation, Section 10.7(b) of the Plan), any rights, Claims, or Causes of
Action accruing to Quigley 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 arising out of Allowed Claims, except Claims that
will, pursuant to the Plan, be retained and resolved by Reorganized Quigley, will be transferred to the Asbestos PI
Trust on the Effective Date.

The Asbestos PI Trust will 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 PI Trust and the beneficiaries thereof.

10.      Tax Sharing Agreement

The Tax Sharing Agreement will remain in effect until the Stock Transfer Date.




10435708.8                                               74
K.   Releases, Injunctions and Discharges

     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 will discharge the Debtor 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 will be in exchange for and in complete satisfaction, settlement,
     discharge of, all Claims (including, without limitation Asbestos PI Claims) or Demands against, Liens on, and
     interests (other than the Equity Interests) in the Debtor or the Reorganized Debtor or any of their assets or
     properties.

     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:

              •       commencing or continuing in any manner any action or other proceeding of any kind
                      against Quigley with respect to any such Claim or Demand,

              •       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,

              •       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

              •       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.

     Such injunction will extend to the successors of Quigley (including, without limitation, Reorganized Quigley)
     and their respective properties and interests in property.

     3.       Exculpation

     None of the following Released Parties (but solely in respect of their specific capacities as listed below):

              •       the Creditors’ Committee and the present and former members thereof (including ex officio
                      members, if any);

              •       Quigley;

              •       Reorganized Quigley;

              •       the Future Demand Holders’ Representative;

              •       the Asbestos Protected Parties; and


     10435708.8                                               75
         •       all present or former Representatives of the foregoing,

will 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: (a) the Chapter 11 Case; (b) the pursuit of confirmation of the
Plan; (c) the consummation of the Plan or the administration of the Plan or the property to be distributed
under the Plan or the Asbestos PI Trust Distribution Procedures; (d) the Plan; or (e) the negotiation,
formulation and preparation of the Plan and the other Plan Documents and any of the terms and/or
settlements and compromises reflected in the Plan and the other Plan Documents, except for gross negligence,
willful misconduct, breach of fiduciary duty that resulted in personal profit at expense of the Estate, or, in the
case of attorneys, breaches of professional responsibility, and, in all respects, Quigley, Reorganized Quigley,
and each of the Released Parties will be entitled to rely upon the advice of counsel with respect to their duties
and responsibilities under the Plan and the other Plan Documents.

4.       Release of Quigley’s Officers and Directors

The acceptance of (a) any Distribution by any holder of a Claim and (b) the Quigley Contribution by the
Asbestos PI Trust will constitute a waiver and release of any and all causes of action that such holder,
including any holder of an Asbestos PI Claim, 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;
provided, however, that the forgoing will not operate as a waiver or release from (a) any causes of action
arising out of willful misconduct, gross negligence of any such person or entity, or breach of fiduciary duty by
any such person or entity that resulted in personal profit at expense of the Estate; (b) any claim by any
federal, state or local authority under the Internal Revenue Code or any applicable environmental or
criminal laws; or (c) any contractual obligations arising from or out of a loan or advance from Quigley to any
officer or director of Quigley.

5.       Limited Release of Released Parties by Entities Accepting Distributions Under the Plan or Asbestos
         PI Trust Distribution Procedures

Except as otherwise specifically provided in the Plan or the Confirmation Order, any Entity who has
accepted the Plan or who is entitled to receive any distribution pursuant to the Plan or the Asbestos PI Trust
Distribution Procedures will 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 will be enforceable as a matter of contract law
against any Entity who has accepted the Plan or who is entitled to receive any property or interest in
property pursuant to the Plan or any distribution under the Asbestos PI Trust Distribution Procedures.

6.       Asbestos PI Channeling Injunction

         (a)     Parties Covered by the Asbestos PI Channeling Injunction

Pursuant to the Asbestos PI Channeling Injunction and the Plan, the following entities will be Asbestos
Protected Parties protected by the scope of the Asbestos PI Channeling Injunction:

     •   any Quigley Person;

     •   Reorganized Quigley;

     •   any Pfizer Protected Party and any other Entity that is alleged to be directly or indirectly liable for
         the conduct of, Claims against or Demands on Quigley to the extent such alleged liability arises by
         reason of—



10435708.8                                             76
         •     the Pfizer Protected Party’s or other Entity’s ownership of a financial interest in Quigley, a past
               or present Affiliate of Quigley, Reorganized Quigley or a predecessor in interest of Quigley or
               Reorganized Quigley;

         •     the Pfizer Protected Party’s or other Entity’s involvement in the management of Quigley,
               Reorganized Quigley or a predecessor in interest of Quigley or Reorganized Quigley, or service
               as an officer, director or employee of Quigley, Reorganized Quigley or a related party;

         •     the Pfizer Protected Party’s or other Entity’s provision of insurance to Quigley, Reorganized
               Quigley or a related party; or

         •     the Pfizer Protected Party’s or other Entity’s involvement in a transaction changing the
               corporate structure, or in a loan or other financial transaction affecting the financial condition,
               of Quigley, Reorganized Quigley or a related party, including but not limited to—

               •   involvement in providing financing (debt or equity), or advice to an Entity involved in such a
                   transaction; or

               •   acquiring or selling a financial interest in an Entity as part of such a transaction.

         (b)       Terms of the Asbestos PI Channeling Injunction

Subject to Section 11.6(b) of the Plan, pursuant to section 524(g) of the Bankruptcy Code, the sole recourse of
any holder of an Asbestos PI Claim on account of such Asbestos PI Claim will be to the Asbestos PI Trust
pursuant to the provisions of the Asbestos PI Channeling Injunction as described in Section 11.6 of the Plan,
the Asbestos PI Trust Agreement, and the Asbestos PI Trust Distribution Procedures. Each such holder will
be enjoined from taking legal action directed against Quigley, Reorganized Quigley or any other Asbestos
Protected Party or the property of any of them for the purpose of directly or indirectly collecting, recovering
or receiving payment or recovery with respect to such Asbestos PI Claim, other than from the Asbestos PI
Trust in accordance with this Asbestos PI Channeling Injunction and pursuant to the Asbestos PI Trust
Agreement and the Asbestos PI Trust Distribution Procedures.

         (c)       Reservations.

Notwithstanding anything to the contrary above, the Asbestos PI Channeling Injunction will 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 PI Claims to
                           assert Asbestos PI Claims against the Asbestos PI Trust in accordance with the
                           Asbestos 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 PI Trust;

                   (iii)   the rights of the Asbestos PI Trust and/or Reorganized Quigley to take any action
                           with respect to any and all of the Quigley Transferred Insurance Rights, subject to
                           the terms of any applicable Insurance Settlement Agreement, the Insurance
                           Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                   (iv)    the rights of any Entity to which the Asbestos PI Trust, Reorganized Quigley and/or
                           any Pfizer Protected Party has assigned any of the Quigley Transferred Insurance
                           Rights to take any action with respect any such Quigley Transferred Insurance
                           Right, subject to any applicable Insurance Settlement Agreement, the Insurance
                           Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;


10435708.8                                               77
                   (v)      the rights of the Asbestos PI Trust, Reorganized Quigley, any Pfizer Protected Party
                            or any other Entity to assert any Claim, debt, obligation, or liability for payment
                            against any Settling Asbestos Insurance Entity to the extent any insurance policies
                            or insurance coverages were not resolved or released in the Insurance Settlement
                            Agreement or the AIG Insurance Settlement Agreement, as applicable, with that
                            Settling Asbestos Insurance Entity, subject to any applicable Insurance Settlement
                            Agreement, the AIG Insurance Settlement Agreement, the Insurance
                            Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                   (vi)     the rights of Pfizer, as defined in the AIG Insurance Settlement Agreement, to assert
                            or prosecute any Claim, debt, obligation, or liability for payment against any AIG
                            Company in connection with the implementation, enforcement or interpretation of
                            the AIG Insurance Settlement Agreement, subject to the AIG Insurance Settlement
                            Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
                            Coverage Defense;

                   (vii)    the rights of any Entity to assert or prosecute any Claim, debt, obligation, or
                            liability for payment against any Asbestos Insurance Entity, subject to the Quigley
                            Insurance Transfer, any applicable Insurance Settlement Agreement, the Insurance
                            Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense; and

                   (viii)   the rights of holders of Secured Bond Claims to prosecute such Claims against
                            Quigley or Reorganized Quigley in accordance with Section 4.2(b), (c), (d), or (e) of
                            the Plan, as applicable.

7.       Settling Asbestos Insurance Entity Injunction

         (a)       Terms.

Subject to Section 11.7(b) of the Plan, in order to preserve and promote the property of the Estate, as well as
the settlements contemplated by and provided for in the Plan, and the agreements approved by the
Bankruptcy Court, pursuant to section 524(g) of the Bankruptcy Code, the sole recourse of any holder of an
Asbestos PI Claim on account of such Asbestos PI Claim will be to the Asbestos PI Trust pursuant to the
provisions of the Settling Asbestos Insurance Entity Injunction as described in Section 11.7 of the Plan, the
Asbestos PI Trust Agreement, and the Asbestos PI Trust Distribution Procedures. Each such holder will be
enjoined from taking legal action directed against any Settling Asbestos Insurance Entity or its property for
the purpose of directly or indirectly collecting, recovering or receiving payment or recovery with respect to
such Asbestos PI Claim, other than from the Asbestos PI Trust in accordance with this Asbestos PI
Channeling Injunction and pursuant to the Asbestos PI Trust Agreement and the Asbestos PI Trust
Distribution Procedures.

             (b)      Reservations.

Pursuant to Section 11.7(b) of the Plan, this Settling Asbestos Insurance Entity Injunction will 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 PI Claims to
                            assert Asbestos PI Claims against the Asbestos PI Trust in accordance with the
                            Asbestos 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 PI Trust;

                   (iii)    the rights of the Asbestos PI Trust and/or Reorganized Quigley to take any action
                            with respect to any and all of the Quigley Transferred Insurance Rights, subject to


10435708.8                                               78
                          any applicable Insurance Settlement Agreement, the Insurance Relinquishment
                          Agreement and any Asbestos PI Insurer Coverage Defense;

                 (iv)     the rights of any Entity to which the Asbestos PI Trust, Reorganized Quigley and/or
                          any Pfizer Protected Party has assigned any of the Quigley Transferred Insurance
                          Rights to take any action with respect any such Quigley Transferred Insurance
                          Right, subject to any applicable Insurance Settlement Agreement, the Insurance
                          Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                 (v)      the rights of the Asbestos PI Trust, Reorganized Quigley, any Pfizer Protected Party
                          or any other Entity to assert any Claim, debt, obligation, or liability for payment
                          against any Settling Asbestos Insurance Entity to the extent any insurance policies
                          or insurance coverages were not resolved or released in the Insurance Settlement
                          Agreement or the AIG Insurance Settlement Agreement, as applicable, with that
                          Settling Asbestos Insurance Entity, subject to any applicable Insurance Settlement
                          Agreement, the AIG Insurance Settlement Agreement, the Insurance
                          Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                 (vi)     the rights of Pfizer, as defined in the AIG Insurance Settlement Agreement, to assert
                          or prosecute any Claim, debt, obligation, or liability for payment against any AIG
                          Company in connection with the implementation, enforcement or interpretation of
                          the AIG Insurance Settlement Agreement, subject to the AIG Insurance Settlement
                          Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
                          Coverage Defense; and

                 (vii)    the rights of any Entity to assert or prosecute any Claim, debt, obligation, or
                          liability for payment against any Asbestos Insurance Entity, subject to the Quigley
                          Insurance Transfer, any applicable Insurance Settlement Agreement, the Insurance
                          Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense.

8.       Non-Settling Asbestos Insurance Entity Injunction

         (a)     Terms.

Subject to Sections 11.8(b) and (c) of the Plan, in order to preserve and promote the property of the Estate,
pursuant to section 105(a) of the Bankruptcy Code, holders of Asbestos PI Claims will have no right
whatsoever at any time to assert their Asbestos PI Claims against a Non-Settling Asbestos Insurance Entity or
any property or interest in property of a Non-Settling Asbestos Insurance Entity. Each such holder of
Asbestos PI Claims will be enjoined from taking legal action directed against Non-Settling Asbestos
Insurance Entity or its property for the purpose of directly or indirectly collecting, recovering, or receiving
payment or recovery with respect to such Asbestos PI Claim, other than from the Asbestos PI Trust in
accordance with this Non-Settling Asbestos Insurance Entity Injunction and pursuant to the Asbestos PI
Trust Agreement and the Asbestos PI Trust Distribution Procedures.

         (b)     Reservations.

Notwithstanding anything to the contrary above, this Non-Settling Asbestos Insurance Entity Injunction will
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 PI Claims to
                          assert Asbestos PI Claims against the Asbestos PI Trust in accordance with the
                          Asbestos PI Trust Distribution Procedures;




10435708.8                                            79
                  (ii)     the rights of Entities to assert any Claim, debt, obligation, or liability for payment of
                           Trust Expenses against the Asbestos PI Trust;

                  (iii)    the rights of the Asbestos PI Trust and/or Reorganized Quigley to take any action
                           with respect to any and all of the Quigley Transferred Insurance Rights, subject to
                           any applicable Insurance Settlement Agreement, the Insurance Relinquishment
                           Agreement and any Asbestos PI Insurer Coverage Defense;

                  (iv)     the rights of any Entity to which the Asbestos PI Trust, Reorganized Quigley and/or
                           any Pfizer Protected Party has assigned any of the Quigley Transferred Insurance
                           Rights to take any action with respect any such Quigley Transferred Insurance
                           Right, subject to any applicable Insurance Settlement Agreement, the Insurance
                           Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                  (v)      the rights of the Asbestos PI Trust, Reorganized Quigley, any Pfizer Protected Party
                           or any other Entity to assert any Claim, debt, obligation, or liability for payment
                           against any Settling Asbestos Insurance Entity to the extent any insurance policies
                           or insurance coverages were not resolved or released in the Insurance Settlement
                           Agreement or the AIG Insurance Settlement Agreement, as applicable, with that
                           Settling Asbestos Insurance Entity, subject to any applicable Insurance Settlement
                           Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
                           Coverage Defense;

                  (vi)     the rights of Pfizer, as defined in the AIG Insurance Settlement Agreement, to assert
                           or prosecute any Claim, debt, obligation, or liability for payment against any AIG
                           Company in connection with the implementation, enforcement or interpretation of
                           the AIG Insurance Settlement Agreement, subject to the AIG Insurance Settlement
                           Agreement, the AIG Insurance Settlement Agreement, the Insurance
                           Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense; and

                  (vii)    the rights of any Entity to assert or prosecute any Claim, debt, obligation, or
                           liability for payment against any Asbestos Insurance Entity, subject to the Quigley
                           Insurance Transfer, any applicable Insurance Settlement Agreement, the Insurance
                           Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense.

         (c)      Notwithstanding anything in Section 11.8 of the Plan to the contrary, (i) the Non-Settling
                  Asbestos Insurance Entity Injunction is issued solely for the benefit of the Asbestos PI Trust
                  and not for the benefit of any other Entity, including, but not limited to, any Non-Settling
                  Asbestos Insurance Entity, and no Non-Settling Asbestos Insurance Entity is intended to be
                  a third-party beneficiary of the Non-Settling Asbestos Insurance Entity Injunction; (ii) the
                  Asbestos PI Trust will have the sole right to enforce the Non-Settling Asbestos Insurance
                  Entity Injunction; and (iii) the Asbestos PI Trust has the sole discretion to waive the Non-
                  Settling Asbestos Insurance Entity Injunction as to any Asbestos PI Claim or any Non-
                  Settling Asbestos Insurance Entity upon express written notice to such Non-Settling Asbestos
                  Insurance Entity.

9.       Limitations of Injunctions

Notwithstanding any other provision of the Plan to the contrary, the releases set forth in the Plan and the injunctions
set forth in Sections 11.6, 11.7 and 11.8 of the Plan, respectively, will not serve to satisfy, discharge, release, or
enjoin claims by any Entity against (a) the Asbestos PI Trust for payment of Asbestos PI Claims in accordance with
the Asbestos PI Trust Distribution Procedures, or (b) the Asbestos PI Trust for the payment of Trust Expenses.




10435708.8                                                80
     10.      Release and Indemnification of Plan Contributors 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 will release and will be permanently enjoined from any
     prosecution or attempted prosecution of any and all Causes of Action that 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 this release will not serve to release or enjoin any
     Settling Asbestos Insurance Entity from its obligations under the relevant Insurance Settlement Agreement, other
     settlement agreement, or Shared Asbestos Insurance Policy. Reorganized Quigley also will indemnify, release and
     hold harmless each of Pfizer and the other Pfizer Protected Parties pursuant to the provisions of, and to the extent set
     forth in, the Plan.

     11.      Confidentiality Injunction

     To instill the confidence of its clients, neither (i) Reorganized Quigley nor (ii) any other Entity shall cause or
     purport to permit Reorganized Quigley to make any use of any information entrusted to Reorganized
     Quigley by any client of Reorganized Quigley, except as expressly permitted by the terms of any agreement
     between Reorganized Quigley and such client or under applicable law. Reorganized Quigley and any Person
     harmed or likely to be harmed by the actual or threatened violation of this Section shall be entitled to enforce
     the Confidentiality Injunction through any remedy available under any applicable principle of law or equity.

     12.      Dividend Injunction

     The Confirmation Order will provide further that, until the occurrence of the Stock Transfer Date, neither
     Pfizer, Quigley, nor Reorganized Quigley, as the case may be, shall not and Pfizer shall not cause Quigley or
     Reorganized Quigley, as the case may be, to declare, issue or otherwise pay any dividend.

L.   Miscellaneous Plan Provisions

     1.       Modification of the Plan

     Quigley may, with the consent of Pfizer, alter, amend, or modify the Plan or any Schedules or Exhibits thereto 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
     requirements of sections 1122 and 1123 of the Bankruptcy Code, and Quigley has complied with section 1125 of the
     Bankruptcy Code, to the extent necessary. Quigley may, with the consent of Pfizer, alter, amend, or modify the Plan
     or any Schedules or Exhibits thereto 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 will 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.

     2.       Revocation or Withdrawal of the Plan

     Quigley 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 Quigley revokes or withdraws the Plan or if confirmation of the Plan does not
     occur, then: (a) the Plan will be null and void in all respects; (b) any settlement or compromise embodied in the
     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 the Plan, and any document or
     agreement executed pursuant to the Plan, will be deemed null and void; and (c) nothing contained in the Plan, and
     no acts taken in preparation for consummation of the Plan, will: (x) constitute or be deemed to constitute a waiver
     or release of any Claims by or against, or any Equity Interests in, Quigley or any other Entity; (y) prejudice in any



     10435708.8                                                81
     manner the rights of Quigley or any Entity in any further proceedings involving Quigley; or (z) constitute an
     admission of any sort by Quigley or any other Entity.

     3.       Supplemental Documents

     The Exhibits referred to in the Plan can be found either as attachments to the Plan, such as the Asbestos PI Trust
     Agreement and the Asbestos PI Trust Distribution Procedures, or as part of a separate exhibit volume which will be
     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, any person may examine the exhibit volume in the office of the Clerk
     of the Bankruptcy Court during normal court hours and may also view the same at Quigley’s Internet site
     (www.quigleyreorg.com). Claimants may also obtain a copy of the exhibit volume, once filed, from Quigley upon
     written request to the following address:

                                 If sent by U.S. Mail:                    If sent by Overnight Carrier:
                                 Quigley Company, Inc.                    Quigley Company, Inc.
                                 c/o Wells Fargo Trumbull                 c/o Wells Fargo Trumbull
                                 P.O. Box 721                             4 Griffin Rd. North
                                 Windsor, CT 06095-0721                   Windsor, CT 06095-1511
                                 (860) 687-7579                           (860) 687-7579

     4.       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, will 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.

     5.       Inconsistencies

     To the extent the Plan is inconsistent with this Disclosure Statement, the provisions of the Plan will be controlling.
     To the extent the Plan is inconsistent with the Confirmation Order, the Confirmation Order will be controlling.

M.   Retention of Jurisdiction

     Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, the Bankruptcy Court will, 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 the 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 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 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 the
              Plan or the Confirmation Order, or otherwise to recover assets for the benefit of the Estate or the Asbestos
              PI Trust;

                       (c)       Hear and determine all objections to the termination of the Asbestos PI Trust;

                       (d)       Hear and determine such other matters that may be set forth in or arise in connection with
              the Plan, the Confirmation Order, the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance
              Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality Injunction, the
              Dividend Injunction or the Asbestos PI Trust Agreement;


     10435708.8                                                82
                  (e)       Hear and determine any proceeding that involves the validity, application, construction,
         enforceability, or modification of the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance
         Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality Injunction or
         the Dividend Injunction;

                 (f)       Hear and determine any conflict or other issues that may arise in the Chapter 11 Case and
         the administration of the Asbestos 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 Insurance Entities and the Asbestos Protected Parties;

                  (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 any 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 Entity’s obligations hereunder,
         including, but not limited to, performance of Quigley’s duties under the Plan;

                  (n)      Hear and determine any proposed 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;


10435708.8                                               83
                       (t)      Enforce remedies upon any default under the Plan;

                       (u)      Hear and determine any other matter not inconsistent with the Bankruptcy Code; and

                       (v)      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 above will be deemed to be
     a reference to the “District Court.” Notwithstanding the terms of Section 13.1 of the Plan, the Bankruptcy Court
     will retain continuing but not exclusive jurisdiction over Asbestos Insurance Actions; provided, however, that
     Section 13.1 of the Plan will not confer or grant jurisdiction to the Bankruptcy Court when the Asbestos Insurance
     Action is governed by an otherwise applicable arbitration provision. Notwithstanding anything in Section 13.1 of
     the Plan to the contrary, the Asbestos PI Trust Agreement and the Asbestos PI Trust Distribution Procedures will
     govern the satisfaction of Asbestos PI Claims and the forum in which such Asbestos PI Claims will be determined.

                                     VII.     THE ASBESTOS PI TRUST

     The following summarizes the most salient terms of the governing documents for the Asbestos PI Trust, including
     the Asbestos PI Trust Agreement and the Asbestos PI Trust Distribution Procedures. The following is intended only
     to be a summary and is qualified in its entirety by reference to the full text of such documents. In the event of any
     inconsistency between the provisions of these documents and the summary contained herein, the terms of such
     documents will control. Interested parties should therefore review the Asbestos PI Trust Agreement and the
     Asbestos PI Trust Distribution Procedures, copies of which are attached to the Plan as Exhibits A and B,
     respectively.

A.   General Description of the Trust

     1.       Creation and Purposes of the Asbestos PI Trust

     On the Effective Date, the Trustees for the Asbestos PI Trust will execute the Asbestos PI Trust Agreement, and the
     Asbestos PI Trust will be created. The purpose of the Asbestos PI Trust is to assume all Asbestos PI Claims
     (whether now existing or arising at any time hereafter) and to use the Asbestos PI Trust Assets to pay holders of
     such Asbestos PI Claims in accordance with the Asbestos PI Trust Agreement and the Asbestos PI Trust
     Distribution Procedures, in such a way that all holders of Asbestos 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 under
     section 524(g)(2)(B) of the Bankruptcy Code. All Asbestos PI Claims will be paid in accordance with the Asbestos
     PI Trust Agreement and the Asbestos PI Trust Distribution Procedures.

     2.       The Trustees

     On the Confirmation Date, the Bankruptcy Court will appoint the individuals selected jointly by the Committee and
     the Future Demand Holders’ Representative, in consultation with Quigley, to serve as the initial Trustees for the
     Asbestos PI Trust, effective as of the Effective Date. As soon as practicable after the Effective Date, one Trustee
     will be designated the Managing Trustee, by vote of the Trustees, to serve in accordance with the Asbestos PI Trust
     Bylaws. The initial Trustees will serve staggered terms of three (3), four (4), and five (5) years. Each of the initial
     Trustees will serve from the Effective Date until the earlier of (a) his or her death; (b) the end of his or her term;
     (c) his or her resignation; (d) his or her removal; and (e) the termination of the Asbestos PI Trust.

     Any Trustee may resign at any time by written notice to each of the remaining Trustees, the Trust Advisory
     Committee and the Future Demand Holders’ Representative. The notice of resignation must specify a date when
     such resignation will take effect, which must not be less than ninety (90) days after the date such notice is given,
     where practicable.

     A Trustee may be removed by the unanimous vote of the remaining Trustees in the event that such Trustee becomes
     unable to discharge his or her duties under the Asbestos PI Trust Agreement due to accident, physical deterioration,


     10435708.8                                                84
mental incompetence, or for other good cause. Good cause will be deemed to include, without limitation, any
substantial failure to comply with Section 3.02 of the Asbestos PI Trust Agreement governing the general
administration of the Asbestos PI Trust, a consistent pattern of neglect and failure to perform or participate in
performing the duties of a Trustee under the Asbestos PI Trust Agreement, or repeated non-attendance at scheduled
meetings of the Trustees. Such removal will require the approval of the Bankruptcy Court and will take effect at
such time as the Bankruptcy Court determines.

In the event there is a vacancy in the position of Trustee, the vacancy will 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 the Trustees’ appointment of a successor
Trustee, the Bankruptcy Court will fill the vacancy. Nothing will prevent appointment of a Trustee for successive
terms.

Each successor Trustee will serve until the earlier of (a) the end of a full term of five (5) years if the predecessor to
that Trustee completed his or her term, (b) the end of the remainder of the term of the predecessor Trustee whom he
or she is replacing if that predecessor Trustee did not complete his or her term, (c) his or her death, (d) his or her
resignation, (e) his or her removal, and (f) the termination of the Asbestos PI Trust.

Each Trustee will be entitled to receive annual compensation for his or her services. The Trustee’s annual
compensation will be determined and disclosed to the Bankruptcy Court prior to the Confirmation Date. Each
Trustee also will receive a per diem allowance for meetings attended and out-of-pocket costs and expenses. The
Trustees’ annual and per diem compensation will be reviewed every three years and appropriately adjusted for
changes in the cost of living.

3.       The Trust Advisory Committee

The Asbestos PI Trust Agreement provides for the establishment of the Trust Advisory Committee to be composed
of five members. Pursuant to Section 9.3(c) of the Plan, prior to or at the Confirmation Hearing, the Debtor will
inform the Bankruptcy Court of the five individuals selected by the Creditors’ Committee, in consultation with
Quigley and the Future Demand Holders’ Representative, to serve as the initial members of the Trust Advisory
Committee. A complete biography for each such initial member will be provided to the Bankruptcy Court prior to
the Confirmation Hearing.

The Trust Advisory Committee will be formed pursuant to the Plan as of the Effective Date. The Trust Advisory
Committee will have a chairperson who will act as the Trust Advisory Committee’s liaison with the Asbestos 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. The Trust
Advisory Committee will act in all cases by majority vote.

The five (5) initial members of the Trust Advisory Committee will serve staggered terms of three (3), four (4), and
five (5) years as set forth on the signature page of the Asbestos PI Trust Agreement. Thereafter, each term of
service will be five (5) years. Each initial member of the Trust Advisory Committee will serve until the earlier of
(a) the end of his or her term, (b) his or her death, (c) his or her resignation, (d) his or her removal, and (e) the
termination of the Asbestos PI Trust. Any member of the Trust Advisory Committee may resign at any time by
written notice to each of the remaining Trust Advisory Committee members and the Future Demand Holders’
Representative. Any member of the Trust Advisory Committee may be removed in the event he or she becomes
unable to discharge his or her duties under the Asbestos PI Trust Agreement due to accident, physical deterioration,
mental incompetence, or for other good cause. Good cause will 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 under
the Asbestos PI Trust Agreement and under the Asbestos PI Trust Distribution Procedures, such as repeated
non-attendance at scheduled meetings. Such removal will be made at the recommendation of the remaining
members of the Trust Advisory Committee and with the approval of the Bankruptcy Court.



10435708.8                                                 85
In the event of a vacancy caused by the resignation or death of a Trust Advisory Committee member, his or her
successor will be pre-selected by the resigning or deceased Trust Advisory Committee member, or by his or her law
firm in the event that such member has not pre-selected a successor. If neither the member nor the law firm
exercised the right to make such a selection, the successor will be chosen by a majority vote of the remaining Trust
Advisory Committee members. If a majority of the remaining members cannot agree, the Bankruptcy Court will
appoint the successor. In the event of a vacancy caused by the removal of a Trust Advisory Committee member, the
remaining members of the Trust Advisory Committee, by majority, will name the successor. If the majority of the
remaining members of the Trust Advisory Committee cannot reach agreement, the Bankruptcy Court will appoint
the successor.

Each successor member of the Trust Advisory Committee will serve until the earlier of (a) the end of a full term of
five (5) years if his or her predecessor member completed his or her term, (b) the end of the remainder of the term of
the member whom he or she is replacing if that predecessor member did not complete his or her term, (c) his or her
death, (d) his or her resignation, (e) his or her removal, and (f) the termination of the Asbestos PI Trust.

The members of the Trust Advisory Committee will receive compensation from the Asbestos PI Trust for their
attendance at meetings or other conduct of trust business (e.g., reviewing documents to be discussed at meetings and
conference calls to discuss trust business) in the form of a reasonable hourly rate set by the Trustees. The Asbestos
PI Trust will also promptly reimburse members of the Trust Advisory Committee for all reasonable out-of-pocket
costs and expenses incurred in connection with the performance of their duties under the Asbestos PI Trust
Agreement.

4.       The Future Demand Holders’ Representative

The Asbestos PI Trust Agreement provides that Albert Togut, the Future Demand Holders’ Representative
appointed by the Bankruptcy Court to serve in the Chapter 11 Case, will continue to serve in a fiduciary capacity for
the purpose of protecting the rights of persons that might subsequently assert Demands.

Mr. Togut or his successor, if any, will serve until the earlier of (a) his or her death, (b) his or her resignation, (c) his
or her removal, and (d) the termination of the Asbestos PI Trust. The Future Demand Holders’ Representative may
resign at any time by written notice to the Trustees. The Future Demand Holders’ Representative may be removed
in the event he or she becomes unable to discharge his or her duties under the Asbestos PI Trust Agreement due to
accident, physical deterioration, mental incompetence, or for other good cause. Good cause will 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 under the Asbestos PI Trust Agreement and under the
Asbestos PI Trust Distribution Procedures, such as repeated non-attendance at scheduled meetings. Such removal
will be made by decision of the Trustees and the Trust Advisory Committee, and will take effect at such time as the
Trustees and the Trust Advisory Committee jointly will determine.

A vacancy caused by resignation will 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 resigning Future Demand Holders’ Representative, will be filled with an individual
selected by the majority vote of the Trustees and the members of the Trust Advisory Committee. The successor
Future Demand Holders’ Representative will, in either case, be subject to Bankruptcy Court approval.

The Future Demand Holders’ Representative will receive monthly compensation from the Asbestos PI Trust for his
or her services as the Future Demand Holders’ Representative in the form of payment of the greater of: (i) his
customary hourly rate for the services provided; and (ii) $5,000 per month, such compensation being subject to an
annual review and adjustment by the Trustees. The Future Demand Holders’ Representative will also be reimbursed
promptly for all reasonable out-of-pocket costs and expenses incurred in connection with the performance of his or
her duties under the Asbestos PI Trust Agreement.




10435708.8                                                   86
5.       Transfer of Certain Property to the Asbestos PI Trust

         (a)     Transfer of Consideration to be Contributed to the Asbestos PI Trust

Except as otherwise provided below, on the later of the Effective Date and the date by which all the Trustees have
executed the Asbestos PI Trust Agreement, the following assets will be transferred to the Asbestos PI Trust:

         •       the Quigley Contribution; and

         •       the Pfizer Contribution, except that:

         •       the common stock of Reorganized Quigley will be delivered by Pfizer to the Asbestos PI Trust on
                 the Stock Transfer Date.


See “THE PLAN OF REORGANIZATION — Description of the Consideration Contributed to the Asbestos PI
Trust and Reorganized Quigley and Estimate of Asbestos PI Claims,” for a description of the Quigley Contribution
and the Pfizer Contribution.

         (b)     Asbestos PI Claims Services Agreement

On the Effective Date, Reorganized Quigley and the Asbestos PI Trust will execute the Asbestos PI Claims Services
Agreement, pursuant to which Reorganized Quigley will manage and process the Asbestos PI Claims on behalf of
the Asbestos PI Trust. See “MANAGEMENT AND BUSINESS OF REORGANIZED QUIGLEY — Business of
Reorganized Quigley,” for a description of the Asbestos PI Claims Services Agreement.

         (c)     Books and Records

On the Effective Date, and in accordance with instructions to be provided by the Asbestos PI Trust, Quigley,
Reorganized Quigley, Pfizer, and Pfizer’s Affiliates (the “Asbestos Record Parties”) will transfer their books and
records to the Asbestos PI Trust to the extent such books and records relate to any Asbestos PI Trust Asset or
Asbestos PI Claim, including without limitation: (a) historical claims data relating to claims for personal injury or
wrongful death allegedly arising from exposure to asbestos allegedly contained in products formerly made, used or
sold by Quigley; (b) sales records of Quigley relating to asbestos or asbestos-containing products formerly made,
used or sold by Quigley; and (c) insurance policies, agreements, claim forms, and any other records relating to the
Quigley Transferred Insurance Rights (the “Asbestos Records”). The Asbestos PI Trust and its representatives will
use the Asbestos Records to assist in the processing and determination of, objection to, or otherwise in connection
with, Asbestos PI Claims pursuant to the Asbestos PI Trust Distribution Procedures and in connection with any
Asbestos Insurance Actions. The Asbestos PI Trust will treat the Asbestos Records as confidential and will not
voluntarily waive any attorney-client, work product or other privilege applicable to the transferred books and
records without the consent of the transferring Asbestos Record Parties. The Asbestos PI Trust will cooperate with
each Asbestos Record Party with respect to the Asbestos Records to the extent necessary for the Asbestos Record
Party to comply with any discovery, subpoena, or other process.

         (d)     Asbestos PI Trust Termination Provisions

The Asbestos PI Trust is irrevocable but will terminate ninety (90) days after the first to occur of any of the
following events:

         •       the Trustees in their discretion decide to terminate the Asbestos PI Trust because (A) they deem it
                 unlikely that new Asbestos PI Claims will be filed against the Asbestos PI Trust; and (B) Asbestos
                 PI Claims duly filed with the Asbestos PI Trust have been resolved and paid to the extent provided
                 in the Asbestos PI Trust Agreement and the Asbestos PI Trust Distribution Procedures (and to the
                 extent possible, based upon the funds available through the Plan Documents), or Disallowed by a


10435708.8                                               87
                   Final Order, and twelve (12) consecutive months have elapsed during which no new Asbestos PI
                   Claims have been filed with the Asbestos PI Trust;

         •         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 PI Trust in a manner
                   consistent with this Asbestos PI Trust Agreement and the Asbestos 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

         •         to the extent that any rule against perpetuities will be deemed applicable to the Asbestos 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. of Massachusetts, father of the late President
                   John F. Kennedy, living on the date of the Asbestos PI Trust Agreement.

On the date the Asbestos PI Trust terminates, after payment of all the Asbestos 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 PI Trust Assets then held by the Asbestos PI Trust, all monies remaining in the Asbestos PI Trust estate, if
any, will be given to those organization(s) exempt from federal income tax under section 501(c)(3) of the Internal
Revenue Code as are selected by the Trustees using their reasonable discretion. If practicable, the tax-exempt
organization(s) will be related to the treatment of, research on, or the relief for individuals suffering from lung
disorders related to asbestos exposure. Further, the tax-exempt organization(s) will not bear any relationship to
Reorganized Quigley within the meaning of section 468B(d)(3) of the Internal Revenue Code. Quigley believes that
the likelihood of any monies remaining in the Asbestos PI Trust after it terminates is extremely remote.

6.       Ability to Amend Asbestos PI Trust Documents

The Trustees, subject to the consent of both the Future Demand Holders’ Representative and the Trust Advisory
Committee, may modify or amend the Asbestos PI Trust Agreement or any document annexed to it, including the
Trust Bylaws and the Asbestos PI Trust Distribution Procedures. However, the Asbestos PI Trust Agreement may
not 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 PI Channeling Injunction, Settling Asbestos
Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality Injunction,
the Dividend Injunction or the Asbestos PI Trust’s qualified settlement fund status under section 468B of the
Internal Revenue Code.

7.       Asbestos PI Trust Distribution Procedures8

         (a)       Asbestos PI Trust Goals

The Trustees will implement and administer the Asbestos PI Trust Distribution Procedures, which are attached to the
Plan as Exhibit B. These procedures will have been adopted after lengthy negotiations between and among the
Future Demand Holders’ Representative, the Creditors’ Committee, Quigley, Pfizer, and counsel for certain holders
of Asbestos PI Claims.

The goal of the Asbestos PI Trust is to treat all claimants equitably. The Asbestos PI Trust Distribution Procedures
further that goal by setting forth procedures for processing and paying Quigley’s several share of the unpaid portion
of the liquidated value of Asbestos PI Claims generally on an impartial, first-in-first-out (“FIFO“) basis, with the
intention of paying all claimants over time as equivalent a share as possible of the value of their claims based on
historical values for substantially similar claims in the tort system. To this end, the Asbestos PI Trust Distribution
Procedures establish a schedule of seven asbestos-related diseases (“Disease Levels“) for the resolution of Asbestos

8
     All capitalized terms used in this Section VII.A.7 of the Disclosure Statement and not otherwise defined in the remainder of
     the Disclosure Statement will have the meanings set forth in the Asbestos PI Trust Distribution Procedures or the Plan, as
     the case may be.


10435708.8                                                     88
PI Claims. All Disease Levels have presumptive medical and exposure requirements (“Medical/Exposure
Criteria“), six have specific liquidated values (“Scheduled Values“), and all seven have anticipated average values
(“Average Values“) and caps on their liquidated values (“Maximum Values“).                     The Disease Levels,
Medical/Exposure Criteria, Scheduled Values, Average Values and Maximum Values have all been selected and
derived with the intention of achieving a fair allocation of the Asbestos PI Trust Assets as among Asbestos PI
Claimants suffering from different disease processes in light of the best available information considering the
settlement history of Quigley and the rights claimants would have in the tort system absent the Chapter 11 Case.

          (b)       Disease Levels, Scheduled Values and Medical/Exposure Criteria Set Forth in the Asbestos
                    PI Trust Distribution Procedures

The seven Disease Levels covered by the Asbestos PI Trust Distribution Procedures, together with the
Medical/Exposure Criteria for each and the Scheduled Values for the six Disease Levels eligible for Expedited
Review (defined below), are set forth below. Evidentiary requirements for both medical diagnoses and exposure are
set forth below in Section VII.A.7(s) of this Disclosure Statement, entitled “Evidentiary Requirements.”

These Disease Levels, Scheduled Values, and Medical/Exposure Criteria will apply to all Asbestos PI Trust Voting
Claims (other than Pre-Petition Liquidated Asbestos PI Claims (defined below)) filed with the Asbestos PI Trust on
or before the Initial Claims Filing Date (defined below). 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 PI Claim is compensable
even though it does not meet the Medical/Exposure Criteria for any of the then current Disease Levels.

Disease Levels for Asbestos PI Claims


          Disease Level                 Scheduled Value                                Medical/Exposure Criteria

Mesothelioma (Level VII)                $200,000                       (1) Diagnosis9 of mesothelioma, and (2) Quigley
                                                                       Exposure.10

Lung Cancer 1 (Level VI)                 $35,000                       (1) Diagnosis of a primary lung cancer plus evidence
                                                                       of an underlying Bilateral Asbestos-Related
                                                                       Non-malignant Disease,11 and (2) evidence of six
                                                                       months of Quigley Exposure, and (3) Significant
                                                                       Occupational Exposure,12 and (4) supporting medical
                                                                       documentation establishing asbestos exposure as a

9
     The requirements for a diagnosis of an asbestos-related disease that may be compensated under the provisions of the
     Asbestos PI Trust Distribution Procedures are set forth in Section VII.A.7(s) below.
10
     The term “Quigley Exposure” is defined at Section VII.A.7(s)(ii)(C) below.
11
     Evidence of “Bilateral Asbestos-Related Non-malignant Disease” for purposes of meeting the criteria for establishing
     Disease Levels I, II, IV and VI, means either (i) a chest X-ray read by a qualified B-reader of 1/0 or higher on the ILO scale
     or, (ii) (a) a chest X-ray read by a qualified B-reader, (b) a CT scan read by a qualified physician, or (c) pathology, in each
     case showing bilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural
     calcification. 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, either (i) a chest X-ray or a CT scan read by a qualified physician or (ii) pathology
     showing bilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification
     consistent with, or compatible with, a diagnosis of asbestos-related disease will be evidence of Bilateral Asbestos-Related
     Non-malignant Disease for purposes of meeting the presumptive medical requirements of Disease Levels I, II, IV and VI.
     Pathological proof of asbestosis may be based on the pathological grading system for asbestosis described in the Special
     Issue of the Archives of Pathology and Laboratory Medicine, “Asbestos-associated Diseases,” Vol. 106, No. 11, App. 3
     (October 8, 1982).
12
     The term “Significant Occupational Exposure” is defined at Section VII.A.7(s)(ii)(B) below.


10435708.8                                                        89
         Disease Level                Scheduled Value                            Medical/Exposure Criteria
                                                                    contributing factor in causing the lung cancer in
                                                                    question.

Lung Cancer 2 (Level V)               None – subject          to    (1) Diagnosis of a primary lung cancer, and
                                      Individual Review             (2) evidence of Quigley Exposure, and (3) supporting
                                                                    medical documentation establishing asbestos exposure
                                                                    as a contributing factor in causing the lung cancer in
                                                                    question.

                                                                    Lung Cancer 2 (Level V) claims are claims that do not
                                                                    meet the more stringent medical and/or exposure
                                                                    requirements of Lung Cancer 1 (Level VI) claims. All
                                                                    claims in this Disease Level will be individually
                                                                    evaluated.    The estimated likely average of the
                                                                    individual evaluation awards for this category is
                                                                    $15,000, with such awards capped at $30,000, unless
                                                                    the claim qualifies for Extraordinary Claim treatment.

                                                                    Level V claims that show no evidence of either an
                                                                    underlying Bilateral Asbestos-Related Non-malignant
                                                                    Disease 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.13 In
                                                                    any event, no presumption of validity will be available
                                                                    for any claims in this category.

Other Cancer (Level IV)               $15,000                       (1) Diagnosis of a primary colo-rectal, laryngeal,
                                                                    esophageal, pharyngeal, or stomach cancer, plus
                                                                    evidence of an underlying Bilateral Asbestos-Related
                                                                    Non-malignant Disease, and (2) evidence of six
                                                                    months of Quigley Exposure, and (3) Significant
                                                                    Occupational Exposure, and (4) supporting medical
                                                                    documentation establishing asbestos exposure as a
                                                                    contributing factor in causing the other cancer in
                                                                    question.

Severe Asbestosis                     $35,000                       (1) Diagnosis of asbestosis by a physician along with a
(Level III)                                                         report from a Certified B-reader showing that the
                                                                    claimant has a chest X-ray reading of 2/1 or greater on
                                                                    the ILO Grade, or (2) asbestosis determined by a
                                                                    pathologist based on pathological evidence of asbestos,
                                                                    plus, for both (1) and (2), Pulmonary Function Testing
                                                                    that shows either (a) TLC less than 65% of predicted
                                                                    value, or (b) FVC less than 65% of predicted value and
                                                                    FEV1/FVC ratio greater than 65% of predicted value,
                                                                    and (3) evidence of six months of Quigley Exposure,
                                                                    and (4) Significant Occupational Exposure to asbestos,
13
     There is no distinction between Non-Smokers and smokers for either Lung Cancer 1 (Level VI) or Lung Cancer 2 (Level V),
     although a claimant who meets the more stringent requirements of Lung Cancer 1 (Level VI) (evidence of an underlying
     Bilateral Asbestos-Related Non-malignant Disease plus Significant Occupational Exposure), and who is also a Non-Smoker,
     may wish to have his or her claim individually evaluated by the Asbestos PI Trust. “Non-Smoker” means 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.


10435708.8                                                     90
         Disease Level              Scheduled Value                          Medical/Exposure Criteria
                                                               and      (5) supporting    medical      documentation
                                                               establishing asbestos exposure as a contributing factor
                                                               in causing the asbestosis.

Asbestosis/Pleural Disease          $5,000                     (1) Diagnosis of asbestosis along with a report by a
(Level II)                                                     Certified B-reader showing that the claimant has a
                                                               chest X-ray reading of ILO of 1/0 or greater on the
                                                               ILO Grade or (2) asbestosis determined by a
                                                               board-certified pathologist based on pathological
                                                               evidence of asbestosis, or (3) Bilateral Asbestos-
                                                               Related Non-malignant Disease, plus, for each of (1),
                                                               (2), and (3), Pulmonary Function Testing that shows
                                                               either (a) TLC less than 80% of predicted value or
                                                               (b) FVC less than 80% of predicted value and
                                                               FEV1/FVC ratio greater than or equal to 65%, and
                                                               (4) evidence of six months Quigley Exposure, and
                                                               (5) Significant Occupational Exposure to asbestos, and
                                                               (6) supporting medical documentation establishing
                                                               asbestos exposure as a contributing factor in causing
                                                               the asbestos-related disease in question.

Asbestosis/Pleural Disease          $2,000                     (1) Diagnosis of a Bilateral Asbestos-Related
(Level I)                                                      Non-malignant Disease, and (2) evidence of six
                                                               months of Quigley Exposure, and (3) five years
                                                               cumulative occupational exposure to asbestos.
         (c)      Claims Liquidation Procedures

Asbestos PI Claims will be processed based on their place in a FIFO Processing Queue (defined below). The
Asbestos PI Trust will take all reasonable steps to resolve Asbestos PI Claims as efficiently and expeditiously as
possible at each stage of claims processing and arbitration. To this end, the Asbestos PI Trust, in its sole discretion,
may conduct settlement discussions with claimants’ representatives with respect to more than one claim at a time,
provided that the claimants’ respective positions in the FIFO Processing Queue are maintained and each claim is
individually evaluated pursuant to the valuation factors set forth in the Asbestos PI Trust Distribution Procedures.
The Asbestos PI Trust will also make every effort to resolve each year at least that number of Asbestos PI Claims
required to exhaust the Maximum Annual Payment and the Maximum Available Payment for Category A Claims
and Category B Claims (each as defined below).

The Asbestos PI Trust will liquidate all Asbestos PI Claims, except Foreign Claims, that meet the presumptive
Medical/Exposure Criteria of Disease Levels I-IV, VI, and VII under the Expedited Review Process (defined
below). Claims involving Disease Levels I–IV, VI, and VII that do not meet the presumptive Medical/Exposure
Criteria for the relevant Disease Level may undergo the Asbestos PI Trust’s Individual Review Process (defined
below). In such a case, notwithstanding that the claim does not meet the presumptive Medical/Exposure Criteria for
the relevant Disease Level, the Asbestos PI Trust can offer the claimant an amount up to the Scheduled Value of that
Disease Level if the Asbestos PI Trust is satisfied that the claimant has presented a claim that would be cognizable
and valid in the tort system.

Claims in Disease Levels III–VII tend to raise more complex valuation issues than the claims in Disease Levels I-II.
Holders of Asbestos PI Claims involving Disease Levels III, IV, VI or VII may in addition or alternatively seek to
establish a liquidated value for the claim that is greater than its Scheduled Value by electing the Asbestos PI Trust’s
Individual Review Process. However, the liquidated value of an Asbestos PI Claim in Disease Levels III, IV, VI, or
VII that undergoes the Individual Review Process for valuation purposes may be determined to be less than its
Scheduled Value, and, in any event, will not exceed the Maximum Value for the relevant Disease Level set forth in
Section VII.A.7(p) below, unless the claim qualifies as an Extraordinary Claim as defined in Section VII.A.7(q)
below, in which case its liquidated value cannot exceed the Maximum Extraordinary Value (defined below)

10435708.8                                                91
specified in that provision for such claims. Level V (Lung Cancer 2) claims and all Foreign Claims may be
liquidated only pursuant to the Asbestos PI Trust’s Individual Review Process.

Based upon Quigley’s claims settlement history in light of applicable tort law, and current projections of present and
future unliquidated claims, the Scheduled Values and Maximum Values for Asbestos PI Claims set forth in
Section VII.A.7(p) have been established for each of the Disease Levels that are eligible for Individual Review of
their liquidated values, with the expectation that the 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.

All unresolved disputes over a claimant’s medical condition and/or the liquidated value of an Asbestos PI Claim will
be subject to binding or non-binding arbitration as set forth in Section VII.A.7(v) below, at the election of the
claimant, under procedures that are provided in the ADR Procedures (defined below), which are attached to the
Asbestos PI Trust Distribution Procedures as Attachment A. Asbestos PI Claims that are the subject of a dispute
with the Asbestos PI Trust that cannot be resolved by non-binding arbitration may enter the tort system as provided
in Section VII.A.7(x) below. However, if and when a claimant obtains a judgment in the tort system, the judgment
will be payable (subject to the Payment Percentage, the Maximum Available Payment, and Claims Payment Ratio
provisions set forth below) as provided in Section VII.A.7(x) below.

         (d)      Payment Percentage

After the liquidated value of an Asbestos PI Claim, as described in Section VII.A.7(b) above, is determined pursuant
to the applicable procedures set forth herein for Expedited Review, Individual Review, arbitration, or litigation in
the tort system, the claimant will ultimately receive a pro rata share of that value based on the Payment Percentage,
which is described in the Asbestos PI Trust Distribution Procedures as the percentage of full liquidated value that
holders of Asbestos PI Claims will be likely to receive. The Payment Percentage will also apply to all Pre-Petition
Liquidated Asbestos PI Trust Claims as provided in Section VII.A.7(j) below.

The initial Payment Percentage will be 7.5% percent.

The Payment Percentage may be adjusted upwards or downwards from time to time by the Trustees with the consent
of the Trust Advisory Committee and the Future Demand Holders’ Representative to reflect then-current estimates
of the Asbestos PI Trust’s assets and its liabilities, as well as the then-estimated value of pending and future
Asbestos PI Claims. If the Payment Percentage is increased over time, claimants whose claims were liquidated and
paid in prior periods under the Asbestos PI Trust Distribution Procedures will not receive additional payments
except as provided in the Asbestos PI Trust Distribution Procedures. Because there is uncertainty in the prediction
of both the number and severity of future Asbestos PI Claims, and the amount of the Asbestos PI Trust’s assets, no
guarantee can be made of any Payment Percentage.

         (e)      Maximum Annual Payment

The Asbestos PI Trust will 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 Asbestos PI Claimants as similarly as possible.
In each year, the Asbestos PI Trust will be empowered to pay out all of the interest earned during the year on assets,
together with a portion of its principal, calculated so that the application of Asbestos PI Trust funds over its life will
correspond with the needs created by the anticipated flow of Asbestos PI Claims (the “Maximum Annual
Payment“), taking into account the Payment Percentage. The Asbestos PI Trust’s distributions to all Asbestos PI
Claimants for that year will not exceed the Maximum Annual Payment determined for that year.

In distributing the Maximum Annual Payment, the Asbestos PI Trust will first allocate the amount in question to
outstanding Pre-Petition Liquidated Asbestos PI Claims, if any. The remaining portion of the Maximum Annual
Payment (the “Maximum Available Payment“), if any, will then be allocated and used to satisfy all other liquidated
Asbestos PI Claims, subject to the Claims Payment Ratio. In the event there are insufficient funds in any year to pay
the total number of outstanding Pre-Petition Liquidated Asbestos PI Claims, the available funds allocated to that
group of claims will be paid to the maximum extent to claimants based on their place in their respective FIFO



10435708.8                                                 92
Payment Queue. Claims in either group for which there are insufficient funds will be carried over to the next year
and placed at the head of their FIFO Payment Queue.

         (f)      Claims Payment Ratio

Based upon Quigley’s claims settlement history and analysis of present and future claims, a Claims Payment Ratio
has been determined which, as of the Effective Date, has been set at 83% for Asbestos PI Claims involving severe
asbestosis and malignancies (Disease Levels III-VII) (“Category A Claims“) that were unliquidated as of the
Petition Date, and at 17% for Asbestos PI Claims involving non-malignant Asbestosis or Pleural Disease (Disease
Levels I and II) (“Category B Claims“) that were unliquidated as of the Petition Date. The Claims Payment Ratio
will not apply to any Pre-Petition Liquidated Asbestos PI Claims. In each year, after the determination of the
Maximum Available Payment, 83% of that amount will be available to pay Category A Claims and 17% will be
available to pay Category B Claims that have been liquidated since the Petition Date.

In the event there are insufficient funds in any year to pay the liquidated Asbestos PI Claims within either or both of
the Categories, the available funds allocated to the particular Category will be paid to the maximum extent to
claimants in that Category based on their place in the FIFO Payment Queue, which will be based upon the date of
claim liquidation. Claims for which there are insufficient funds allocated to the relevant Category will be carried
over to the next year where they will be placed 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 respective
Maximum Available Payment amount for that Category, 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 83%/17% Claims Payment Ratio and its rollover provision will apply to all Asbestos PI Trust voting Claims
except Pre-Petition Liquidated Asbestos PI Claims (defined below). The term “Asbestos PI Trust Voting Claims“
includes (i) Pre-Petition Liquidated Asbestos PI Claims; and (ii) claims filed against Quigley in the tort system or
actually submitted to Quigley pursuant to an administrative settlement agreement prior to the Petition Date of
September 3, 2004; provided, however, that the holder of a claim described in subsection (i) or (ii) above, or his or
her authorized agent, actually voted to accept or reject the Plan pursuant to the voting procedures established by the
Bankruptcy Court, and provided further that the claim was subsequently filed with the Asbestos PI Trust by the
Initial Claims Filing Date.

The initial 83%/17% Claims Payment Ratio will not be amended until the fifth anniversary of the Effective Date.
Thereafter, both the Claims Payment Ratio and its rollover provision will be continued absent circumstances, such
as a significant change in law or medicine, necessitating amendment to avoid a manifest injustice. However, the
accumulation, rollover and subsequent delay of claims resulting from the application of the Claims Payment Ratio,
will not, in and of itself, constitute such circumstances. Nor may an increase in the numbers 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.

In considering whether to make any amendments to the Claims Payment Ratio and/or its rollover provisions, the
Trustees will 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 Trust Advisory
Committee and the Future Demand Holders’ Representative. However, 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 claims in either Category A or Category B in return for expedited payment (the “Reduced
Payment Option“).




10435708.8                                                 93
         (g)       Ordering of Claims

The Asbestos PI Trust will order Asbestos PI Claims that are sufficiently complete to be reviewed for processing
purposes on a FIFO basis except as otherwise provided herein (the “FIFO Processing Queue“). For all claims filed
on or before the date that is six months after the date that the Asbestos PI Trust first makes available the proof of
claim forms and other claims materials required to file a claim with the Asbestos PI Trust (the “Initial Claims Filing
Date“), a claimant’s position in the FIFO Processing Queue will be determined as of the earlier of (i) the date prior
to the Petition Date (if any) that the specific claim was either filed against Quigley in the tort system or was actually
submitted to Quigley pursuant to an administrative settlement agreement; (ii) the date before the Petition Date that a
claim was filed against another defendant in the tort system if at the time the claim was subject to a tolling
agreement with Quigley; (iii) the date after the Petition Date (if any) but before the Initial Claims Filing Date that
the claim was filed against another defendant in the tort system; (iv) the date after the Petition Date (if any) but
before the Effective Date that a Proof of Claim was filed against Quigley in Quigley’s Chapter 11 Case; and (v) the
date a ballot was submitted in Quigley’s Chapter 11 Case for purposes of voting on the Plan in accordance with the
voting procedures adopted by the Bankruptcy Court.

Following the Initial Claims Filing Date, the claimant’s position in the FIFO Processing Queue will be determined
by the date the claim is filed with the Asbestos 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 claimant’s
asbestos-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 date of the claimant’s birth, with older claimants given priority over
younger claimants.

         (h)       Effect of Statutes of Limitations and Repose

To be eligible for a place in the FIFO Processing Queue, a claim must meet either (i) for claims first filed in the tort
system against Quigley prior to the Petition Date, the applicable federal, state and foreign statutes of limitation and
repose that were in effect at the time of the filing of the claim in the tort system, or (ii) for claims that were not filed
against Quigley in the tort system prior to the Petition Date, the applicable statute of limitation that was in effect at
the time of the filing with the Asbestos PI Trust. However, the running of the relevant statute of limitations will be
tolled as of the earliest of (A) the actual filing of the claim against Quigley prior to the Petition Date, whether in the
tort system or by submission of the claim to Quigley 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 Quigley at the time by an agreement or otherwise; (C) the filing of a claim after the Petition Date but prior to
the Initial Claims Filing Date against another defendant in the tort system; (D) the date after the Petition Date (if
any) but before the Effective Date that a Proof of Claim was filed against Quigley in Quigley’s Chapter 11 Case; (E)
the date a ballot was submitted in Quigley’s Chapter 11 Case for purposes of voting on the Plan in accordance with
the voting procedures adopted by the Bankruptcy Court; or (F) the filing of a proof of claim with the requisite
supporting documentation with the Asbestos PI Trust after the Effective Date.

If an Asbestos PI Claim meets any of the tolling provisions described in the preceding sentence and the claim was
not barred by the applicable statute of limitation at the time of the tolling event, it will be treated as timely filed if it
is actually filed with the Asbestos PI Trust within three (3) years after the Initial Claims Filing Date. In addition,
any claims that were first diagnosed after the Petition Date, irrespective of the application of any relevant statute of
limitation or repose, may be filed with the Asbestos PI Trust within three (3) years after the date of diagnosis or
within three (3) years after the Initial Claims Filing Date, whichever occurs later. However, the processing of any
Asbestos PI Claim by the Asbestos PI Trust may be deferred at the election of the claimant.

         (i)       Payment of Claims

Asbestos PI Claims that have been liquidated by the Expedited Review Process, the Individual Review Process,
arbitration, or litigation in the tort system, will be paid in FIFO order based on the date their liquidation became final
(the “FIFO Payment Queue“), all such payments being subject to the applicable Payment Percentage, the
Maximum Available Payment, and the Claims Payment Ratio, except as otherwise provided in the Asbestos PI Trust
Distribution Procedures.


10435708.8                                                   94
If the claimant is deceased or incompetent, and the settlement and payment of his or her claim must be approved by
a court of competent jurisdiction or through a probate process prior to acceptance of the claim by the claimant’s
representative, an offer made by the Asbestos PI Trust on the claim will remain open so long as proceedings before
that court or in that probate process remain pending, provided that the Asbestos PI Trust has been furnished with
evidence that the settlement offer has been submitted to such court or probate process for approval. If the offer is
ultimately approved by the court or through the probate process and accepted by the claimant’s representative, the
Asbestos PI Trust will 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, the claimant’s position in the FIFO Payment Queue will be determined
by the date of the diagnosis of the claimant’s asbestos-related disease. If any claims are liquidated on the same date
and the respective claimants’ diseases were diagnosed on the same date, the position of those claimants in the FIFO
Payment Queue will be determined by the Asbestos PI Trust based on the dates of the claimants’ birth, with older
claimants given priority over younger claimants.

         (j)      Resolution of Pre-Petition Liquidated Asbestos PI Claims

As soon as practicable after the Effective Date, the Asbestos PI Trust will pay, upon submission by the claimant of
the applicable Asbestos PI Trust proof of claim form (attached to the Asbestos PI Trust Distribution Procedures as
Attachment B) together with all documentation required thereunder, all Asbestos PI Claims that were liquidated by
(i) a binding settlement agreement for the particular claim entered into prior to the Petition Date that is judicially
enforceable against Quigley by the claimant; or (ii) a judgment that became final and non-appealable prior to the
Petition Date (collectively “Pre-Petition Liquidated Asbestos PI Claims“). In addition, Asbestos PI Claims that,
prior to the Petition Date, had been reduced to judgment and which are pending on appeal and are secured by a bond
— specifically claims in Classes 2.02, 2.03, 2.04, 2.05, and 2.06 — will also be deemed Pre-Petition Liquidated
Asbestos PI Claims for purposes of processing and payment but only if and to the extent the holder of such Asbestos
PI Claim holds an Asbestos PI Deficiency Claim. If the Final Judgment for any claim in Classes 2.02 through 2.06
ultimately reverses any currently existing judgment against Quigley, then any remaining Asbestos PI Claim will be
channeled to and assumed by the Asbestos PI Trust and liquidated pursuant to the Asbestos PI Trust Distribution
Procedures as an unliquidated Asbestos PI Claim.

The liquidated value of a Pre-Petition Liquidated Asbestos PI Claim will be Quigley’s share of the unpaid portion of
the amount agreed to in the binding settlement agreement or the unpaid portion of the amount of the Final Judgment,
as the case may be, plus interest, if any, that has accrued on that amount in accordance with the specific terms of the
binding settlement agreement, if any, or under applicable state law for settlements or judgments as of the Petition
Date; however, except as otherwise provided in Section VII.A.7(w) below, the liquidated value of a Pre-Petition
Liquidated Asbestos PI Claim will not 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, a dispute
between the claimant and the Asbestos PI Trust over this issue will be resolved pursuant to the same procedures in
the Asbestos PI Trust Distribution Procedures that are provided for resolving the validity and/or liquidated value of
an Asbestos PI Claim (i.e., arbitration and litigation in the tort system). To the extent that any binding settlement
agreement was entered between one or more claimants and both Pfizer and Quigley, Pfizer will continue to be liable
for its share of the unpaid portion of the amount agreed to in the binding settlement agreement.

Pre-Petition Liquidated Asbestos PI Claims will be processed and paid in accordance with their order in a separate
FIFO queue to be established by the Trustees based on the date the Asbestos PI Trust received a completed proof of
claim form with all required documentation for the particular claim; provided, however, the amounts payable with
respect to such claims will not be subject to or taken into account in consideration of the Claims Payment Ratio, but
will be subject to the Maximum Annual Payment and Payment Percentage. If any Pre-Petition Liquidated Asbestos
PI Claims were filed on the same date, the claimants’ position in the FIFO queue for such claims will be determined
by the date on which the claim was liquidated. If any Pre-Petition Liquidated Asbestos PI Claims were both filed
and liquidated on the same dates, the position of those claimants in the FIFO queue will be determined by the dates
of the claimants’ birth, with older claimants given priority over younger claimants.

Under the terms of the Plan, asbestos personal injury claims that prior to the Petition Date had been reduced to
judgment, and which are pending on appeal and are secured by a bond, are classified separately. Under the Plan,

10435708.8                                                95
holders of these bonded judgment claims are entitled to proceed with the appeal of such claims to Final Judgment as
provided under the terms of the bond, letter of credit or other security and in accordance with the Plan and
applicable law. If the judgment in favor of the claimant is affirmed, in whole or in part, by a Final Judgment, the
holder(s) of such claims will be entitled to seek payment of the Final Judgment from the bond, letter of credit or
other security securing the judgment in accordance with the terms of the Asbestos PI Trust Distribution Procedures
applicable to Pre-Petition Liquidated Asbestos PI Claim; provided, however, that the liquidated value of such
holder’s Pre-Petition Liquidated Asbestos PI Claim will include punitive and/or exemplary damages, if awarded, to
the extent such damages were not satisfied from the proceeds of the bond, letter of credit or other security securing
such Pre-Petition Liquidated Asbestos PI Claim. To the extent the amount received on account of such bond is
insufficient to fully satisfy the Final Judgment, the judgment deficiency will be treated as a Pre-Petition Liquidated
Asbestos PI Claim in accordance with the provisions of the Asbestos PI Trust Distribution Procedures. If the Final
Judgment ultimately reverses any currently existing judgment against Quigley, then any remaining Asbestos PI
Claim will automatically and without further act, deed or court order be channeled to and assumed by the Asbestos
PI Trust and liquidated pursuant to the Asbestos PI Trust Distribution Procedures as an unliquidated Asbestos PI
Claim.

All holders of Pre-Petition Liquidated Asbestos PI Claims that are secured by letters of credit, appeal bonds, or other
security or sureties must first exhaust their rights against any applicable security or surety before making a claim
against the Asbestos PI Trust. If, after application of such security or surety is insufficient to pay thesuch a Pre-
Petition Liquidated Asbestos PI Claim in full will the deficiency, the holder of such claim holds an Asbestos PI
Deficiency Claim, such Asbestos PI Deficiency Claim will be processed and paid as a Pre-Petition Liquidated
Asbestos PI Claim.

         (k)      Resolution of Unliquidated Asbestos PI Claims

Within six (6) months after the establishment of the Asbestos PI Trust, the Trustees with the consent of the Trust
Advisory Committee and the Future Demand Holders’ Representative will adopt procedures for reviewing and
liquidating all unliquidated Asbestos PI Claims, which will include setting deadlines for processing such claims.
Such procedures will also require claimants seeking resolution of unliquidated claims to first file a proof of claim
form, together with the required supporting documentation. It is anticipated that the Asbestos PI Trust will provide
an initial response to the claimant within six months of receiving the proof of claim form.

The proof of claim form will require the claimant to assert his or her claim for the highest Disease Level for which
the claim qualifies at the time of filing. Irrespective of the Disease Level alleged on the proof of claim form, all
claims will be deemed to be a claim for the highest Disease Level for which the claim qualifies at the time of filing,
and all lower Disease Levels for which the claim may also qualify at the time of filing or in the future will be treated
as subsumed into the higher Disease Level for both processing and payment purposes.

Upon filing a valid proof of claim form with the required supporting documentation, the claimant will be placed in
the FIFO Processing Queue. The Asbestos PI Trust will provide the claimant with six months’ notice of the date by
which it expects to reach the claim in the FIFO Processing Queue, following which the claimant will (as applicable)
promptly (i) advise the Asbestos PI Trust whether the claim should be liquidated under the Asbestos PI Trust’s
Expedited Review Process or, in certain circumstances, under the Asbestos PI Trust’s Individual Review Process;
(ii) provide the Asbestos PI Trust with any additional medical or exposure evidence that was not provided with the
original claim submission; and (iii) advise the Asbestos PI Trust of any change in the claimant’s Disease Level. If a
person with an Asbestos PI Claim fails to respond to the Asbestos PI Trust’s notice prior to the reaching of the claim
in the FIFO Processing Queue, the Asbestos PI Trust will process and liquidate any such Asbestos PI Claim under
the Expedited Review Process based upon the medical or exposure evidence previously submitted by the claimant,
although the claimant will retain the right to request Individual Review.

         (l)      Expedited Review Process

The Asbestos PI Trust’s Expedited Review Process for Asbestos PI Claims is designed primarily to provide an
expeditious, efficient and inexpensive method for liquidating all Asbestos PI Claims (except those involving Lung
Cancer 2 (Disease Level V) and all Foreign Claims, which will be liquidated pursuant to the Asbestos PI Trust’s
Individual Review Process) where the claim can easily be verified by the Asbestos PI Trust as meeting the

10435708.8                                                96
presumptive Medical/Exposure Criteria for the relevant Disease Level (the “Expedited Review Process“).
Expedited Review thus provides claimants with a substantially less burdensome process for pursuing Asbestos PI
Claims than does the Individual Review Process. Expedited Review is also intended to provide qualifying claimants
a fixed and certain claims payment.

Thus, claims that undergo Expedited Review and meet the presumptive Medical/Exposure Criteria for the relevant
Disease Level will be paid the Scheduled Value for such Disease Level. However, all claims liquidated by
Expedited Review will 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 Asbestos PI
Trust’s Individual Review Process.

         (m)     Claims Processing Under Expedited Review

All claimants seeking liquidation of their Asbestos PI Claims pursuant to Expedited Review will file the Asbestos PI
Trust’s proof of claim form provided in Attachment B to the Asbestos PI Trust Distribution Procedures. As a proof
of claim form is reached in the FIFO Processing Queue, the Asbestos PI Trust will determine whether the claim
described therein meets the Medical/Exposure Criteria for one of the six Disease Levels eligible for Expedited
Review, and will advise the claimant of its determination. If a Disease Level is determined, the Asbestos PI Trust
will 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 approved by the Asbestos PI Trust. If the
claimant accepts the Scheduled Value and returns the release properly executed, the claim will be placed in the FIFO
Payment Queue, following which the Asbestos PI Trust will disburse payment subject to the limitations of the
Maximum Available Payment and Claims Payment Ratio, if any.

         (n)     Individual Review Process

                 (i)      In General

Certain claimants may elect to have their Asbestos PI Claims reviewed for purposes of determining whether the
claim would be compensable in the tort system even though it does not meet the presumptive Medical/Exposure
Criteria for any of the Disease Levels set forth in Section VII.A.7(b) above (the “Individual Review Process“). In
addition or alternatively, certain claimants may elect to have their claims undergo the Individual Review Process for
purposes of determining whether the liquidated value of the claim exceeds the Scheduled Value for the relevant
Disease Level. However, until such time as the Asbestos PI Trust has made an offer on a claim pursuant to
Individual Review, the claimant may change his or her Individual Review election and have the claim liquidated
pursuant to the Asbestos PI Trust’s Expedited Review Process. In the event of such a change in the processing
election, the claimant will nevertheless retain his or her place in the FIFO Processing Queue.

The liquidated value of all Foreign Claims payable under the Asbestos PI Trust Distribution Procedures will be
established only under the Asbestos PI Trust’s Individual Review Process. A “Foreign Claim“ is an Asbestos PI
Claim with respect to which the claimant’s exposure to an asbestos-containing product for which Quigley has legal
responsibility occurred outside of the United States and Canada and their Territories and Possessions.

In reviewing such Foreign Claims, the Asbestos PI Trust will take into account all relevant procedural and
substantive legal rules to which the claims would be subject in the Claimant’s Jurisdiction (defined below). The
Asbestos PI Trust will determine the liquidated value of Foreign Claims based on historical settlements and verdicts
in the Claimant’s Jurisdiction as well as the other valuation factors set forth in Section VII.A.7(o) below.

For purposes of the Individual Review Process for Foreign Claims, the Trustees, with the consent of the Trust
Advisory Committee and the Future Demand Holders’ Representative, may develop separate Medical/Exposure
Criteria and standards, as well as separate requirements for physician and other professional qualifications, which
will be applicable to all Foreign Claims channeled to the Asbestos PI Trust; provided, however, that such criteria,
standards or requirements will not effectuate substantive changes to the claims eligibility requirements under the
Asbestos PI Trust Distribution Procedures, but rather will be made only for the purpose of adapting those


10435708.8                                               97
requirements to the particular licensing provisions and/or medical customs or practices of the foreign country in
question.

At such time as the Asbestos PI Trust has sufficient historical settlement, verdict and other valuation data for claims
from a particular foreign jurisdiction, the Trustees, with the consent of the Trust Advisory Committee and the Future
Demand Holders’ Representative, may also establish a separate valuation matrix for any such Foreign Claims based
on that data.

                  (ii)     Review of Medical/Exposure Criteria

The Asbestos PI Trust’s Individual Review Process provides a claimant with an opportunity for individual
consideration and evaluation of an Asbestos PI Claim that fails to meet the presumptive Medical/Exposure Criteria
for Disease Levels I-IV and VI-VII. In such a case, the Asbestos PI Trust will either deny the claim, or, if the
Asbestos PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in the tort
system, the Asbestos PI Trust can offer the claimant a liquidated value amount up to the Scheduled Value for that
Disease Level, unless the claim qualifies as an Extraordinary Claim (defined below), in which case its liquidated
value cannot exceed the Maximum Extraordinary Value (defined below) for such a claim.

                  (iii)    Review of Liquidated Value for Asbestos PI Claims in Disease Levels III-VII

Claimants holding Asbestos PI Claims in the more serious Disease Levels III, IV, VI or VII will be eligible to seek,
and claimants holding Asbestos PI Claims in Disease Level VI and all Foreign Claims will be required to undergo,
Individual Review of the liquidated value of their claims, as well as their medical/exposure evidence. The Individual
Review Process is intended to result in payments equal to the full liquidated value for each claim multiplied by the
Payment Percentage; however, the liquidated value of any Asbestos 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 III–VII will not exceed the Maximum Value for
the relevant Disease Level unless the claim meets the requirements of an Extraordinary Claim, in which case its
liquidated value cannot exceed the Maximum Extraordinary Value for such claims. Because the detailed
examination and valuation process pursuant to Individual Review requires substantial time and effort, claimants
electing to undergo the Individual Review Process will necessarily be paid the liquidated value of their Asbestos PI
Claims later than would have been the case had the claimant elected the Expedited Review Process.

         (o)      Valuation Factors to be Considered in Individual Review

The Asbestos PI Trust will liquidate the value of each Asbestos PI Claim that undergoes Individual Review based on
the historical liquidated values of other similarly situated claims in the tort system for the same Disease Level. The
Asbestos PI Trust will thus take into consideration all of 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
exposure, 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, the claimant may elect as the Claimant’s Jurisdiction either (i) the jurisdiction
in which the claimant resides at the time of diagnosis or (ii) the jurisdiction in which the claimant resides when the
claim is filed with the Asbestos PI Trust; or (iii) a jurisdiction in which the claimant experienced Quigley Exposure.

With respect to the Claimant’s Jurisdiction, in the event a personal representative or authorized agent makes a claim
under the Asbestos PI Trust Distribution Procedures for wrongful death with respect to which the governing law of
the Claimant’s Jurisdiction could only be the Alabama Wrongful Death Statute, the Claimant’s Jurisdiction for such


10435708.8                                                 98
claim will be the Commonwealth of Pennsylvania, and such claimant’s damages will be determined pursuant to the
statutory and common laws of the Commonwealth of Pennsylvania without regard to its choice of law principles.
The choice of law provision described in Section VII.A.7(u) below is applicable to any claim with respect to which,
but for that choice of law provision, the applicable law of the Claimant’s Jurisdiction is determined to be the
Alabama Wrongful Death Statute, will only govern the rights between the Asbestos PI Trust and the claimant, and,
to the extent the Asbestos PI Trust seeks recovery from any entity that provided insurance coverage to Quigley, the
Alabama Wrongful Death Statute will govern.

         (p)      Scheduled, Average, and Maximum Values

The Scheduled, Average and Maximum Values for the Disease Levels compensable under the Asbestos PI Trust
Distribution Procedures are the following:


                                                      Scheduled                  Average                Maximum
               Disease Level                            Value                     Value                  Value
Mesothelioma (Level VII)                               $200,000                 $225,000                 $450,000
Lung Cancer 1 (Level VI)                                 $35,000                  $45,000                  $90,000
Lung Cancer 2 (Level V)                                     None                  $15,000                  $30,000
Other Cancer (Level IV)                                  $15,000                  $16,500                  $30,000
Severe Asbestosis (Level III)                            $35,000                  $40,000                  $90,000
Asbestosis/Pleural Disease (Level II)                     $5,000                   $5,000                   $5,000
Asbestosis/Pleural Disease (Level I)                      $2,000                   $2,000                   $2,000

These Scheduled Values, Average Values and Maximum Values will apply to all Asbestos PI Trust Voting Claims
(except Pre-Petition Liquidated Asbestos PI Claims) filed with the Asbestos PI Trust on or before the Initial Claims
Filing Date. Thereafter, the Trustees, with the consent of the Trust Advisory Committee and the Future Demand
Holders’ Representative, pursuant to the Asbestos PI Trust Agreement, may change these valuation amounts to
account for the effect of inflation or for other good cause and consistent with other restrictions on the amendment
power.

         (q)      Extraordinary and/or Exigent Hardship Claims

An “Extraordinary Claim“ is an Asbestos PI Claim that otherwise satisfies the Medical/Exposure Criteria for
Disease Levels III–VII and that is held by a claimant whose exposure to asbestos (i) occurred predominately as the
result of working in a manufacturing facility of Quigley during a period in which Quigley was manufacturing
asbestos-containing products at that facility, or (ii) was at least 75% the result of Quigley Exposure and there is little
likelihood of a substantial recovery elsewhere. All such Extraordinary Claims will be presented for Individual
Review and, if valid, will be entitled to an award of up to of five times the Scheduled Value for claims qualifying for
Disease Levels III, IV, VI, and VII, and five times the Average Value for claims in Disease Level V (in each case,
the “Maximum Extraordinary Value“), multiplied by the applicable Payment Percentage.

Any dispute as to Extraordinary Claim status will be submitted to a special Extraordinary Claims Panel (the
“Extraordinary Claims Panel“) established by the Trustees with the consent of the Trust Advisory Committee and
the Future Demand Holders’ Representative. All decisions of the Extraordinary Claims Panel will be final and not
subject to any further administrative or judicial review. An Extraordinary Claim, following its liquidation, will be
placed in the Asbestos PI Trust’s FIFO Payment Queue ahead of all other Asbestos PI Claims except Pre-Petition
Liquidated Asbestos PI Claims and Exigent Hardship Claims, which will be paid first in that order in said Queue,
based on its date of liquidation and will be subject to the Maximum Available Payment and Claims Payment Ratio.

At any time the Asbestos PI Trust may liquidate and pay Asbestos PI Claims that qualify as Exigent Hardship
Claims as defined below. Such claims may be considered separately no matter what the order of processing

10435708.8                                                 99
otherwise would have been under the Asbestos PI Trust Distribution Procedures. An Exigent Hardship Claim,
following its liquidation, will be placed first in the FIFO Payment Queue ahead of all other liquidated Asbestos PI
Trust Claims except Pre-Petition Liquidated Asbestos PI Trust Claims, and will be subject to the Maximum
Available Payment and Claims Payment Ratio, described above. An Asbestos PI Claim qualifies for payment as an
Exigent Hardship Claim (an “Exigent Hardship Claim“) if the claim meets the Medical/Exposure Criteria for
Severe Asbestosis (Disease Level III) or an asbestos-related malignancy (Disease Levels IV–VII), and the Asbestos
PI Trust, in its sole discretion, determines (i) that the claimant needs financial assistance on an immediate basis
based on the claimant’s expenses and all sources of available income, and (ii) that there is a causal connection
between the claimant’s dire financial condition and the claimant’s asbestos-related disease.

         (r)       Secondary Exposure Claims

If a claimant alleges an asbestos-related disease resulting solely from exposure to an occupationally exposed person,
such as a family member, the claimant may seek Individual Review of his or her claim. In such a case, the claimant
must establish that the occupationally exposed person would have met the exposure requirements under the Asbestos
PI Trust Distribution Procedures that would have been applicable had that person filed a direct claim against the
Asbestos PI Trust. In addition, the claimant with secondary exposure must establish that he or she is suffering from
one of the seven Disease Levels or an asbestos-related disease otherwise compensable under the Asbestos PI Trust
Distribution Procedures, 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, and that such secondary exposure
was a cause of the claimed disease. The proof of claim form included in Attachment B to the Asbestos PI Trust
Distribution Procedures contains an additional section for Secondary Exposure Claims. All other liquidation and
payment rights and limitations under the Asbestos PI Trust Distribution Procedures will be applicable to such
claims.

         (s)       Evidentiary Requirements

                   (i)       Medical Evidence

                                       In General

All diagnoses of a Disease Level will be accompanied by either (i) a statement by the physician providing the
diagnosis that at least ten (10) years have elapsed between the date of first exposure to asbestos or
asbestos-containing products and the diagnosis, or (ii) a history of the claimant’s exposure sufficient to establish a
ten (10)-year latency period. All diagnoses will also be based upon the standards set forth below. A finding by a
physician after the Petition Date that a claimant’s disease is “consistent with” or “compatible with” a disease in
question will not alone be treated by the Asbestos PI Trust as a diagnosis of that disease.14

                                       Disease Levels I–III

Except for claims filed against Quigley or any other asbestos defendant prior to the Petition Date, all diagnoses of a
non-malignant asbestos-related disease (Disease Levels I–III) will be based in the case of a claimant who was living
at the time the claim was filed (a) upon a physical examination of the claimant by a physician providing the
diagnosis of the asbestos-related disease, and (b) an X-ray reading by a Certified B-reader or a CT Scan. All living
claimants must also provide (i) for Disease Levels I and II, evidence of Bilateral Asbestos-Related Non-malignant
Disease (as defined in footnote above); (ii) for Disease Level III, an ILO reading of 2/1 or greater or pathological
evidence of asbestosis, and (iii) for Disease Levels II and III, Pulmonary Function Testing.

In the case of a claimant who was deceased at the time the claim was filed, all diagnoses of a non-malignant
asbestos-related disease (Disease Levels I–III) will be based upon either (i) a physical examination of the claimant
by the physician providing the diagnosis of the asbestos-related disease, if available, or (ii) in the case of Disease

14        All diagnoses of Asbestosis/Pleural Disease (Disease Levels I and II) not based on pathology will be presumed to be
based on findings of bilateral asbestosis or pleural disease, and all diagnoses of Mesothelioma (Disease Level VII) will be
presumed to be based on findings that the disease involves a malignancy. However, the Asbestos PI Trust may rebut such
presumptions.

10435708.8                                                    100
Levels I-II, evidence of Bilateral Asbestos-Related Non-malignant Disease and for Disease Level III either an ILO
reading of 2/1 or greater or pathological evidence of asbestosis, or (iii) pathological evidence of the non-malignant,
asbestos-related disease, and (iv) for either Disease Level II or III, Pulmonary Function Testing.

                                     Disease Levels IV–VII

Diagnoses of an asbestos-related malignancy (Disease Levels VI–VII) will be based upon (i) diagnosis of such a
malignant Disease Level by a board-certified pathologist, or (ii) for a claimant living at the time of the submission of
his or her claim to the Asbestos PI Trust or for a deceased claimant for whom such information is available, a
physical examination of the claimant by the physician providing the diagnosis of the asbestos-related disease.

                                     Exception to the Exception for Certain Pre-Petition Claims

If the holder of an Asbestos PI Claim that was filed against Quigley or any other defendant in the tort system prior to
the Petition Date has not provided the Asbestos PI Trust with a diagnosis of the asbestos-related disease by a
physician who conducted a physical examination of the holder as described in the Asbestos PI Trust Distribution
Procedures, or if the holder has such a diagnosis by an examining physician engaged by holder, or if the holder filed
such a diagnosis with another asbestos-related personal injury settlement trust that requires such evidence, the holder
must provide such diagnosis to the Asbestos PI Trust notwithstanding the exception described above for Disease
Levels I-III.

                                     Credibility of Medical Evidence

Before making any payment to a claimant, the Asbestos 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 PI Trust may require the submission of X-rays, CT scans, detailed results of pulmonary function tests,
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 procedures 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, or (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 PI Trust may seek to rebut
the presumption.

In addition, claimants who otherwise meet the requirements of the Asbestos PI Trust Distribution Procedures for
payment of an Asbestos PI Claim will 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 involving another defendant, other than any findings of fact, a verdict, or a judgment, may be
introduced by either the claimant or the Asbestos PI Trust in any Individual Review proceeding or any Extraordinary
Claim proceeding.

                  (ii)      Exposure Evidence

                                     In General

As set forth above in Section VII.A.7(b), to qualify for any Disease Level, the claimant must demonstrate Quigley
Exposure which, in the case of Indirect Asbestos PI Claims, will 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 the Asbestos PI Trust Distribution Procedures. 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.




10435708.8                                                 101
                                    Significant Occupational Exposure

“Significant Occupational Exposure“ means employment for a cumulative period of at least five (5) years with a
minimum of two years prior to December 31, 1982 in an industry and/or an occupation in which the claimant (a)
handled raw asbestos fibers on a regular basis, (b) fabricated asbestos-containing products so that the claimant in the
fabrication process was exposed on a regular basis to raw asbestos fibers, (c) altered, repaired or otherwise worked
with an asbestos-containing product such that the claimant was exposed on a regular basis to asbestos fibers, 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).

                                    Quigley Exposure

The claimant must demonstrate meaningful and credible exposure prior to December 31, 1982, to asbestos or
asbestos-containing products supplied, specified, manufactured, installed, maintained, or repaired by Quigley and/or
any entity for which Quigley has legal responsibility (“Quigley Exposure”). That meaningful and credible exposure
evidence may be established by an affidavit of the claimant, by an affidavit of a co-worker or the affidavit of a
family member in the case of a deceased claimant (providing the Asbestos PI Trust finds such evidence reasonably
reliable), by invoices, employment, construction or similar records, or by other credible evidence. The specific
exposure information required by the Asbestos PI Trust to process a claim under either Expedited or Individual
Review is or will be set forth on the proof of claim form to be used by the Asbestos PI Trust, which is attached as
Attachment B to the Asbestos PI Trust Distribution Procedures. The Asbestos PI Trust can also require submission
of other or additional evidence of exposure when it deems such to be necessary.

         (t)      Second Disease (Malignancy) Claims

The holder of an Asbestos PI Claim involving a non-malignant, asbestos-related disease (Disease Levels I through
III) may assert a new Asbestos PI Claim against the Asbestos PI Trust for a malignant disease (Disease Levels IV-
VII) that is subsequently diagnosed. Any additional payments to which such claimant may be entitled with respect
to such malignant asbestos-related disease will not be reduced by the amount paid for the non-malignant asbestos-
related disease, provided that the malignant disease had not been diagnosed by the time the claimant was paid with
respect to his or her original claim involving the non-malignant disease.

         (u)      Punitive Damages

Except as provided below for claims asserted under the Alabama Wrongful Death Statute, or as described above in
Section VII.A.7(j), in determining the value of any liquidated or unliquidated Asbestos PI Claim, punitive or
exemplary damages, i.e., damages other than compensatory damages, will not be considered or allowed,
notwithstanding their availability in the tort system. Similarly, no punitive or exemplary damages will be payable
with respect to any claim litigated against the Asbestos PI Trust in the tort system pursuant to Section VII.A.7(x)
below. The only damages that may be awarded pursuant to the Asbestos PI Trust Distribution Procedures to
claimants who are deceased and whose personal representatives pursue their claims only under the Alabama
Wrongful Death Statute will be compensatory damages determined pursuant to the statutory and common law of the
Commonwealth of Pennsylvania, without regard to its choice of law principles. The choice of law provision in the
Asbestos PI Trust Distribution Procedures applicable to any claim with respect to which, but for this choice of law
provision, the applicable law of the Claimant’s Jurisdiction pursuant to VI.A.7(o) is determined to be the Alabama
Wrongful Death Statute, will only govern the rights between the Asbestos PI Trust and the claimant including, but
not limited to, suits in the tort system, and to the extent the Asbestos PI Trust seeks recovery from any entity that
provided insurance to Quigley, the Alabama Wrongful Death Statute will govern.

         (v)      Interest

                  (i)        In General

Subject to the limitations set forth below, interest will be paid on all Asbestos PI Claims with respect to which the
claimant has had to wait a year or more for payment. The Trustees will establish the annual interest rate with the


10435708.8                                               102
consent of the Trust Advisory Committee and the Future Demand Holders’ Representative. In setting the interest
rate, the Asbestos PI Trust will also consider the application of an inflation factor to the Scheduled Values to
account for the diminution in value over time of the Scheduled Values so that the Asbestos PI Trust maintains
equality of treatment as specified in the Asbestos PI Trust Distribution Procedures.

                  (ii)     Unliquidated Asbestos PI Claims

Interest will be payable on the Scheduled Value of any unliquidated Asbestos PI Claim that meets the requirements
of Disease Levels I-IV, VI, and VII, whether the claim is liquidated under Expedited Review, Individual Review, or
by arbitration. No interest will be paid on any claim liquidated in the tort system as described in Section VII.A.7(x)
below. Interest on an unliquidated Asbestos PI Claim that meets the requirements of Disease Level V will be based
on the Average Value of such a claim. Interest on all such unliquidated Asbestos PI Claims will be payable only if
the delay in payment is attributable to the Asbestos PI Trust (and not that actions of the claimant) and will be
measured from the date the Asbestos PI Claims was filed with the Asbestos PI Trust after the Effective Date.

                  (iii)    Pre-Petition Liquidated Asbestos PI Claims

Interest will also be payable on the liquidated value of all Pre-Petition Liquidated Asbestos PI Claims described in
VII.A.7(j) above. In the case of Pre-Petition Liquidated Asbestos PI Claims liquidated by verdict or judgment,
interest will be measured from the date of payment back to the date that is one year after the date that the verdict or
judgment was entered. In the case of Pre-Petition Liquidated Asbestos PI Claims liquidated by a binding, judicially
enforceable settlement, interest will be measured from the date of payment back to the date that is one year after the
Petition Date.

         (w)      Arbitration

                  (i)      In General

The Trustees, with the consent of the Trust Advisory Committee and the Future Demand Holders’ Representative,
will (institute binding and non-binding arbitration procedures as set forth in the Asbestos PI Trust Alternative
Distribution Procedures (the “ADR Procedures“) for resolving disputes over (i) whether the Asbestos PI Trust’s
outright rejection or denial of a claim was proper, or (ii) whether the claimant’s medical condition or exposure
evidence meets the requirements of the Asbestos PI Trust Distribution Procedures for purposes of categorizing a
claim. Binding and non-binding arbitration will also be available for resolving disputes over the liquidated value of
a claim involving Asbestos Disease Levels III-VII as well as disputes over Quigley’s share of the unpaid portion of a
Pre-Petition Liquidated Asbestos PI Claim and disputes over the validity of an Indirect Asbestos PI Claim.

In all arbitrations where relevant, the arbitrator will consider the same medical and exposure evidentiary
requirements that are set forth in Section VII.A.7(s)(i). In the case of an arbitration involving the liquidated value of
a claim, the arbitrator will consider the same valuation factors that are set forth in Section VII.A.7(n). With respect
to all claims eligible for arbitration, the claimant, but not the Asbestos PI Trust, may elect either non-binding or
binding arbitration. The ADR Procedures may be modified by the Trustees 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 an Extraordinary Claims Panel to review Extraordinary Claims.

                  (ii)     Claims Eligible for Arbitration

In order to be eligible for arbitration, a person with an Asbestos PI Claim must first complete the Individual Review
Process as well as either Pro Bono Evaluation or Mediation under the ADR Procedures with respect to the disputed
issue. Individual Review will be treated as completed for these purposes when the claim has been individually
reviewed by the Asbestos PI Trust, the Asbestos PI Trust has made an offer on the claim, the claimant has rejected
the liquidated value resulting from the Individual Review, and the claimant has notified the Asbestos PI Trust of the
rejection in writing. Individual Review will also be treated as completed if the Asbestos PI Trust has rejected the
claim.



10435708.8                                                103
                       (iii)     Limitations on and Payment of Arbitration Awards

     In the case of a non-Extraordinary Claim involving Disease Levels III–VII, the arbitrator will not return an award in
     excess of the Maximum Value for the appropriate Disease Level, and for an Extraordinary Claim involving one of
     those Disease Levels, the arbitrator will not return an award greater than the Maximum Extraordinary Value for such
     a claim. For claims involving Disease Levels I and II the arbitrator will not award more than the Scheduled Value
     for such claims. 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 PI Trust’s original valuation of the claim.

              (x)      Litigation

     Claimants who elect non-binding arbitration and then reject their arbitral awards retain the right to institute a lawsuit
     in the tort system against the Asbestos PI Trust. However, a claimant only will be eligible for payment of a
     judgment for monetary damages obtained in the tort system from the Asbestos PI Trust’s available cash.

     If the holder of a disputed claim disagrees with the Asbestos PI Trust’s determination regarding the Disease Level of
     the claim or the liquidated value of the claim, and if the holder has first submitted the claim to non-binding
     arbitration as provided in Section VII.A.7(w) above, the holder may file a lawsuit in the Claimant’s Jurisdiction as
     defined in Section VII.A.7(n) above. 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 PI Trust, all defenses which could have been asserted
     by Quigley) will be available to both sides at trial; however, the Asbestos 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 prepetition complaint was filed or
     on the date the proof of claim was filed with the Asbestos PI Trust, the case will be treated as a personal injury case
     with all personal injury damages (other than punitive or exemplary damages) to be considered even if the claimant
     has died during the pendency of the claim.

                    VIII.      CONFIRMATION AND CONSUMMATION PROCEDURE

     Under the Bankruptcy Code, the following steps must be taken to confirm the Plan:

A.   Solicitation of Votes

     Detailed voting instructions approved by the Bankruptcy Court pursuant to the Solicitation Procedures Order are
     provided with the Ballot accompanying this Disclosure Statement. In accordance with sections 1126 and 1129 of
     the Bankruptcy Code, the Claims in Classes 2.01 (Pfizer Secured Claim), 3 (Unsecured Claims) and 4 (Asbestos PI
     Claims) and the Equity Interests in Class 5 are Impaired. Any Claimant holding a Claim or Equity Interest in such
     Impaired Classes is entitled to vote under the Plan in accordance with the terms of the Solicitation Procedures Order.

     Any holder of a contingent, disputed or unliquidated Class 3 Unsecured Claim (including a silica personal injury
     claim) or holder of a Claim or Equity Interest that is the subject of a pending objection is not entitled to vote to
     accept or reject the Plan unless: (i) the Court enters an order allowing such claim for voting purposes prior to the
     Voting Deadline (defined below); (ii) such Claimant timely files and serves a 3018(a) Motion by the 3018(a)
     Motion Deadline (each defined below), in which event such Claimant will be permitted to cast a provisional ballot
     as explained below; or (iii) such Claimant timely filed and served a motion under Bankruptcy Rule 3018(a)
     seeking the temporary allowance of such Claim or Equity Interest for the purposes of voting to accept or reject
     Quigley’s third amended plan of reorganization, and that motion remains unresolved as of the 3018(a) Motion
     Deadline, in which event such Claimant will be permitted to cast a provisional ballot as explained below.

     Any holder of an Unsecured Claim that is contingent, disputed or unliquidated, or any holder of a Claim or Equity
     Interest that is the subject of a pending objection may file a motion under Bankruptcy Rule 3018(a) seeking the
     temporary allowance of such Claim or Equity Interest for the purposes of voting to accept or reject the Plan (the
     “3018(a) Motions“). Such motions must be filed and served in accordance with the Solicitation Procedures Order
     on or prior to May 27, 2008 (the “3018(a) Motion Deadline“). Any Claimant that timely files and serves a 3018(a)
     Motion will be provided a Ballot and be permitted to cast a provisional vote to accept or reject the Plan. To the


     10435708.8                                                104
     extent that any 3018(a) Motion is unresolved prior to the Voting Deadline, June 10, 2008, the Court will determine
     at the Confirmation Hearing, September 4, 2008, whether such party’s provisional ballot will be counted as a vote
     on the Plan. Any Ballot cast by the holder of a Claim or Equity Interest that is required to file a 3018(a) Motion to
     be entitled to vote on Quigley’s Plan will not be provisionally counted in determining whether the Plan has been
     accepted or rejected if their 3018(a) Motion is not timely filed and served by the 3018(a) Motion Deadline.

     Notwithstanding anything to the contrary in the preceding paragraph, if any holder of a Claim or Equity Interest
     filed and served a timely motion under Bankruptcy Rule 3018(a) seeking the temporary allowance of such Claim or
     Equity Interest for the purposes of voting to accept or reject Quigley’s third amended plan of reorganization, and if
     that motion remains unresolved as of the 3018(a) Motion Deadline, then without any further act or deed by such
     holder, the Bankruptcy Court or any other entity, that motion will be and will be deemed to be for all purposes a
     timely 3018(a) Motion, and such holder will be entitled to cast a provisional vote to accept or reject the Plan. If and
     to the extent any holder described in the preceding sentence wishes to raise additional arguments in favor of the
     temporary allowance of its Claim or Equity Interest for voting purposes only, that holder may file and serve a
     supplement to its prior motion by the 3018(a) Motion Deadline.

     If any holder of a Claim or Equity Interest filed and served a timely motion under Bankruptcy Rule 3018(a) seeking
     the temporary allowance of such Claim or Equity Interest for purposes of voting to accept or reject Quigley’s third
     amended plan of reorganization, and if the Bankruptcy Court resolved such motion prior to the date of the
     Solicitation Procedures Order, all parties in interest are bound to such resolution in all respects and for all purposes
     as though such motion were a 3018(a) Motion that is resolved prior to the Voting Deadline.

     Claims in Class 1 (Priority Claims) and Classes 2.02 (Reaud Secured Claim), 2.03 (Hatchett Secured Claim), 2.04
     (Sherry Secured Claim), and 2.05 (Other Secured Bond Claims) are Unimpaired. The holders of Allowed Claims in
     Class 1 and Classes 2.02, 2.03, 2.04, and 2.05 are conclusively presumed to have accepted the Plan, and the
     solicitation of acceptances with respect to Class 1 and Classes 2.02, 2.03, 2.04, and 2.05 is not required under
     section 1126(f) of the Bankruptcy Code. Claims in Classes 2.01 (Pfizer Secured Claim), 3 (Unsecured Claims) and
     4 (Asbestos PI Claims) and Equity Interests in Class 5 are Impaired under the Plan. The holders of Claims in
     Classes 2.01, 3 and 4 and Equity Interests in Class 5 are entitled to vote to accept or reject the Plan in accordance
     with the terms of the Solicitation Procedures Order.

     The Ballot and the Solicitation Procedures set forth detailed instructions concerning the voting of Asbestos PI
     Claims and impose requirements on attorneys for holders of Asbestos PI Claims to notify the Ballot Agent
     immediately if they are not authorized to vote on the Plan on behalf of the holders of Asbestos PI Claims whom
     they represent.

     The Bankruptcy Code defines “acceptance” of a plan by a class of Claimants as acceptance by holders of at least
     two-thirds in dollar amount and more than one-half in number of the Claims of that class that actually vote to accept
     or reject the plan. The Bankruptcy Code defines “acceptance” of a plan by a class of equity interests as acceptance
     by at least two-thirds in amount of the interests of that class that have actually voted to accept or reject a plan. In
     addition, section 524(g) of the Bankruptcy Code provides that in connection with confirmation of a plan seeking a
     channeling injunction under section 524(g) of the Bankruptcy Code, such as the Asbestos PI Channeling Injunction
     and the Settling Asbestos Insurance Entity Injunction contained in the Plan, the Bankruptcy Court may issue such an
     injunction only if: (a) the holders of the claims to be channeled under the injunction are classified separately under
     the plan; and (b) at least 75% of the holders of the claims in that class who actually vote on the plan vote to accept
     the plan.

B.   Voting Deadline

     The Solicitation Procedures Order provides that the Voting Deadline (i.e., the last date and time by which Ballots
     and master Ballots must be ACTUALLY RECEIVED by the Ballot Agent in order to be counted) is 5:00 p.m. (New
     York City Time) on June 10, 2008. The Solicitation Procedures Order further provides that the Voting Deadline
     may be extended only by further order of the Bankruptcy Court. To be counted, Ballots or master Ballots must be
     properly completed, signed and returned so that they are received by the Ballot Agent by 5:00 p.m. (New York City
     Time) on the Voting Deadline, unless the Voting Deadline is extended in writing by Quigley in its sole discretion.


     10435708.8                                                105
     Ballots delivered to the Bankruptcy Court, Quigley or any person or entity other than the Ballot Agent, Wells Fargo
     Trumbull, will not be counted.

C.   The Confirmation Hearing

     The Bankruptcy Code requires the Bankruptcy Court, after notice to all creditors and interest holders, to hold a
     confirmation hearing. The Confirmation Hearing with respect to the Plan has been scheduled to commence on
     September 4, 2008 at 10:00 a.m., in Courtroom 723 of the United States Bankruptcy Court, Alexander Hamilton
     Custom House, One Bowling Green, New York, New York. The Confirmation Hearing may be adjourned from
     time to time by the Bankruptcy Court without further notice, except for an announcement of the adjourned date
     made at the Confirmation Hearing.

     The Bankruptcy Court has directed that objections, if any, to confirmation of the Plan must be (i) made in writing
     and must specify in detail the name and address of the objector, all grounds for the objection, and the amount of the
     Claim held by the objector and (ii) filed with the Bankruptcy Court and served so that they are RECEIVED on or
     before August 4, 2008, at 5:00 p.m., New York City time by the Bankruptcy Court and:


                      Counsel to Quigley:

                      Schulte Roth & Zabel LLP
                      919 Third Avenue
                      New York, New York 10022
                      Attention: Michael L. Cook, Esq. and Lawrence V. Gelber, Esq.

                      Counsel to the Creditors’ Committee:

                      Caplin & Drysdale, Chartered
                      399 Park Avenue
                      27th Floor
                      New York, NY 10022-4614
                      Attention: Elihu Inselbuch, Esq.

                      Caplin & Drysdale, Chartered
                      One Thomas Circle, NW
                      Washington, D.C. 20005
                      Attention: Peter V.N. Lockwood, Esq. and Ronald Reinsel, Esq.

                      Counsel to Pfizer:

                      Cadwalader, Wickersham & Taft LLP
                      One World Financial Center
                      New York, New York 10281
                      Attention: Bruce R. Zirinsky, Esq. and John H. Bae, Esq.

                      Counsel to the Future Demand Holders’ Representative:

                      Togut, Segal & Segal LLP
                      One Penn Plaza
                      Suite 3335
                      New York, New York 10119
                      Attention: Richard K. Milin, Esq.




     10435708.8                                              106
                       United States Trustee:

                       Office of the United States Trustee
                       Southern District of New York
                       33 Whitehall Street
                       21st Floor
                       New York, New York 10004
                       Attention: Tracy Hope Davis, Esq.

     Objections to confirmation of the Plan are governed by Bankruptcy Rule 9014.

D.   Confirmation

     At the Confirmation Hearing, the Bankruptcy Court can and will confirm the Plan only if all of the requirements of
     section 1129 of the Bankruptcy Code are met. Among the requirements for confirmation of the Plan are that the
     Plan is (i) accepted by all Impaired Classes of Claims and Equity Interests or, if rejected by an Impaired Class, that
     the Plan “does not discriminate unfairly” and is “fair and equitable” as to such class; (ii) feasible; and (iii) in the
     “best interests” of creditors and interest holders that are Impaired under the Plan.

     1.       Acceptance

     Classes 2.01, 3, 4 and 5 of the Plan are Impaired under the Plan and are entitled to vote to accept or reject the Plan in
     accordance with the Solicitation Procedures. Classes 1, 2.02, 2.03, 2.04, and 2.05 are Unimpaired and are
     conclusively deemed to have voted to accept the Plan. Quigley reserves the right to seek nonconsensual
     confirmation (i.e., “cram-down”) of the Plan with respect to any Class of Claims or Equity Interests that rejects the
     Plan.

     2.       Unfair Discrimination and Fair and Equitable Tests

     To obtain nonconsensual confirmation of the Plan, Quigley must demonstrate to the Bankruptcy Court that the Plan
     “does not discriminate unfairly” and is “fair and equitable” with respect to each Impaired, nonaccepting Class. The
     Bankruptcy Code provides the following non-exclusive definition of the phrase “fair and equitable,” as it applies to
     secured creditors, unsecured creditors, and equity holders:

              (a)      Secured Creditors

     A plan is fair and equitable as to a class of secured claims that rejects such plan if the plan provides: (1)(a) that the
     claim holders included in the rejecting class retain the liens securing those claims whether the property subject to
     those liens is retained by the debtor or transferred to another entity, to the extent of the allowed amount of such
     claims, and (b) that each holder of a claim of such class receives on account of that claim deferred Cash payments
     totaling at least the allowed amount of that claim, of a value, as of the effective date of the plan, of at least the value
     of the holder’s interest in the estate’s interest in such property; (2) for the sale, subject to section 363(k) of the
     Bankruptcy Code, of any property that is subject to the liens securing the claims included in the rejecting class, free
     and clear of the liens, with the liens to attach to the proceeds of the sale, and the treatment of the liens on proceeds
     under clause (1) or (2) of this paragraph; or (3) for the realization by such holders of the indubitable equivalent of
     such claims.

              (b)      Unsecured Creditors

     A plan is fair and equitable as to a class of unsecured claims that rejects a plan if the plan provides: (1) for each
     holder of a claim included in the rejecting class to receive or retain on account of that claim property that has a
     value, as of the effective date of the plan, equal to the allowed amount of such claim; or (2) that the holder of any
     claim or interest that is junior to the claims of such class will not receive or retain on account of such junior claim or
     interest any property at all.



     10435708.8                                                 107
         (c)       Equity Interest Holders

A plan is fair and equitable as to a class of equity interests that rejects a plan if the plan provides: (1) that each
holder of an interest included in the rejecting class receive or retain on account of that interest property that has a
value, as of the effective date of the plan, equal to the greater of the allowed amount of any fixed liquidation
preference to which such holder is entitled, any fixed redemption price to which such holder is entitled, or the value
of such interest; or (2) that the holder of any interest that is junior to the interest of such class will not receive or
retain under the plan on account of such junior interest any property at all.

At the Confirmation Hearing, Quigley will request confirmation pursuant to section 1129(b) of the Bankruptcy Code
with respect to each Class of Claims or Equity Interests that does not or is deemed not to have accepted the Plan.
Quigley believes that the Plan and the treatment of all Claims and Equity Interests under the Plan satisfy the
foregoing requirements for nonconsensual confirmation of the Plan.

3.       Feasibility

In connection with confirmation of the Plan, the Bankruptcy Court will have to determine that the Plan is feasible
within the meaning of section 1129(a)(11) of the Bankruptcy Code, which requires that confirmation of a plan is not
likely to be followed by liquidation or the need for further financial reorganization of the debtor. For purposes of
determining whether the Plan meets this requirement, Quigley has analyzed its ability to meet its obligations under
the Plan. As part of this analysis, Quigley has prepared projections of its financial performance for the four-month
period ending August 31, 2008 and each of the years ending December 31, 2008 through 2011 (the “Projection
Period“). These projections, and the assumptions on which they are based, are included in the Quigley Company
Projected Financial Information included in the Financial Appendix annexed hereto as Exhibit C (the “Projected
Financial Information“). Based upon the Projected Financial Information, Quigley believes that Reorganized
Quigley will be able to make all payments required pursuant to the Plan, and, therefore, that confirmation of the Plan
is not likely to be followed by liquidation or the need for further reorganization.

The Projected Financial Information consists of the following:

         •         Projected Consolidated Balance Sheets of Reorganized Quigley as of September 1, 2008 (which
                   reflects the projected accounting effects of consummation of the Plan and the application of “fresh
                   start” accounting principles) and at December 31 for each of the years from 2008 through 2011

         •         Projected Consolidated Statements of Income of Reorganized Quigley for the one-month period
                   ending September 30, 2008 and each of the years ending December 31, 2008 through 2011

         •         Projected Consolidated Statements of Cash Flow of Reorganized Quigley for the one-month
                   period ending September 30, 2008 and each of the years ending December 31, 2008 through 2011

The Projected Financial Information is based upon the assumption that the Plan will be confirmed and, for
projection purposes, that the Effective Date and the initial distributions take place as of September 1, 2008.
Although the Projected Financial Information is based upon a September 1, 2008 Effective Date, Quigley believes
that an actual Effective Date as late as October 31, 2008 or shortly thereafter would not have any material adverse
effect on the projections.

Quigley has prepared the Projected Financial Information based upon certain assumptions that it believes to be
reasonable under the circumstances.15 As noted therein, however, Quigley cautions that no representations can be
made as to the accuracy of the Projected Financial Information or as to Reorganized Quigley’s ability to achieve the
projected results. Those assumptions considered to be significant are described in the Projected Financial
Information. The Projected Financial Information has not been examined or compiled by independent accountants.

15
    The Projected Financial Information contains projections regarding Reorganized Quigley’s tax liability. Quigley is
investigating potential strategies to minimize Reorganized Quigley’s tax liability. Quigley or Reorganized Quigley, as the case
may be, will work with the Trustees, once appointed, to minimize Reorganized Quigley’s tax liability.


10435708.8                                                   108
Many of the assumptions on which the Projected Financial Information is based are subject to significant
uncertainties outside the control of Reorganized Quigley. Inevitably, some assumptions will not materialize, and
events and circumstances occurring after the date on which the Projected Financial Information was prepared may
be different from those assumed or may be unanticipated, and may affect adversely Reorganized Quigley’s financial
results. Therefore, the actual results achieved throughout the Projection Period may vary from the projected results,
and the variations may be material. All holders of Claims and Equity Interests that are entitled to vote to accept or
reject the Plan are urged to examine carefully all of the assumptions on which the Projected Financial Information is
based in evaluating the Plan.

THE PROJECTED FINANCIAL INFORMATION WAS NOT PREPARED WITH A VIEW TOWARD
COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS OR THE RULES AND REGULATIONS OF THE SEC REGARDING
PROJECTIONS. FURTHERMORE, THE PROJECTED FINANCIAL INFORMATION HAS NOT BEEN
AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. ALTHOUGH PRESENTED WITH
NUMERICAL SPECIFICITY, THE PROJECTED FINANCIAL INFORMATION IS BASED UPON A VARIETY
OF ASSUMPTIONS, SOME OF WHICH IN THE PAST HAVE NOT BEEN ACHIEVED AND WHICH MAY
NOT BE REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC
AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF QUIGLEY AND/OR REORGANIZED QUIGLEY. CONSEQUENTLY, THE PROJECTED
FINANCIAL INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY
BY QUIGLEY, OR ANY OTHER PERSON, THAT THE PROJECTIONS WILL BE REALIZED. ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE PRESENTED IN THE PROJECTED FINANCIAL
INFORMATION.

4.       Best Interests Test

Confirmation of the Plan also requires that each holder of an Impaired Claim or Equity Interest either (i) accept the
Plan, or (ii) receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the
value such holder would receive or retain if Quigley were liquidated under chapter 7 of the Bankruptcy Code. This
requirement is referred to as the “best interests test.” To determine what holders of Claims and Equity Interests of
each Impaired Class would receive if Quigley were liquidated under chapter 7, the Bankruptcy Court must
determine the dollar amount that would be generated from the liquidation of Quigley’s assets and properties in the
context of a chapter 7 liquidation case. The Cash amount that would be available for satisfaction of Claims (other
than the Pfizer Secured Claim) and Equity Interests would consist of the proceeds resulting from the disposition of
the unencumbered assets of Quigley, augmented by the unencumbered Cash held by Quigley at the time of the
commencement of the liquidation case. Such Cash amount would be reduced by the amount of the costs and
expenses of the liquidation and by such additional administrative claims and priority claims that may result from the
termination of Quigley’s businesses and the use of chapter 7 for the purposes of liquidation.

Quigley’s costs of liquidation under chapter 7 would include the fees payable to a trustee in bankruptcy, as well as
those of attorneys and other professionals that such a trustee may engage. In addition, claims would arise by reason
of the breach or rejection of obligations incurred and leases and Executory Contracts assumed or entered into by
Quigley during the pendency of the Chapter 11 Case. The foregoing types of claims and other claims that may arise
in a liquidation case or result from the pending Chapter 11 Case, including any unpaid expenses incurred by
Quigley, as debtor-in-possession, during the Chapter 11 Case, such as compensation for professionals, would be
paid in full from the liquidation proceeds before the balance of those proceeds would be made available to pay
prepetition claims.

To determine if the Plan is in the best interests of each Impaired Class, the present value of the distributions from the
proceeds of the liquidation of Quigley’s unencumbered assets and properties, after subtracting the amounts
attributable to the foregoing Claims, are then compared with the value of the property offered to such Classes of
Claims and Equity Interests under the Plan. After considering the effects that chapter 7 liquidation would have on
the ultimate proceeds available for distribution to creditors in the Chapter 11 Case, including (i) the increased costs
and expenses of liquidation under chapter 7 arising from fees payable to a trustee in bankruptcy and professional
advisers to such trustee, (ii) the erosion in value of assets in a chapter 7 case in the context of the expeditious
liquidation required under a chapter 7 case and the “forced sale” atmosphere that would prevail, and (iii) the

10435708.8                                                109
     substantial increases in Claims that would be satisfied on a priority basis or on a parity with creditors in the Chapter
     11 Case, Quigley has determined that confirmation of the Plan will provide each holder of an Allowed Claim or
     Equity Interest with a recovery that is not less than such holder would receive pursuant to a liquidation of Quigley
     under chapter 7 of the Bankruptcy Code.

     Further, because the Pfizer Contribution would not be made in a liquidation under chapter 7, the amount available
     for distribution to Claimants in Class 4 (Asbestos PI Claims) and all other Classes under a chapter 7 scenario would
     be substantially less than the amounts available under the Plan. Quigley also believes that the value of any
     distributions to each Class of Allowed Claims in a chapter 7 case, including the Pfizer Secured Claim, would be less
     than the value of distributions under the Plan because liquidation of Quigley’s assets in a chapter 7 case would not
     occur for a substantial period of time. Indeed, it is likely that distribution of the proceeds of the liquidation would be
     delayed a number of years after the completion of the liquidation to resolve claims and prepare for distributions. In
     the likely event litigation was necessary to resolve claims asserted in the chapter 7 case, the delay could be
     significantly longer.

     Quigley’s Liquidation Analysis is attached hereto as Exhibit “H” (the “Liquidation Analysis“). The information set
     forth in Exhibit “H” provides a summary of the liquidation values of Quigley’s assets assuming a chapter 7
     liquidation in which a trustee appointed by the Bankruptcy Court would liquidate the assets of Quigley’s estate.
     Reference should be made to the Liquidation Analysis for a complete discussion and presentation of the Liquidation
     Analysis.

     Underlying the Liquidation Analysis are a number of estimates and assumptions that, although considered
     reasonable by Quigley’s management, are inherently subject to significant economic and competitive uncertainties
     and contingencies beyond the control of Quigley’s management. The Liquidation Analysis is also based upon
     assumptions with regard to liquidation decisions that are subject to change. Accordingly, the values reflected may
     not be realized if Quigley were, in fact, to undergo such liquidation.

E.   Consummation

     The Plan will be consummated on the Effective Date. For a more detailed discussion of the conditions precedent to
     consummation of the Plan and the impact of the failure to meet such conditions, see “THE PLAN OF
     REORGANIZATION — Conditions Precedent to the Effective Date under the Plan.”

                  IX.    MANAGEMENT AND BUSINESS OF REORGANIZED QUIGLEY

A.   Management of Reorganized Quigley

     1.       Board of Directors

     Unless otherwise agreed to between Reorganized Quigley and Pfizer, the existing members of Quigley’s Board of
     Directors will continue to serve in their respective capacities until the Stock Transfer Date. On and after the Stock
     Transfer Date, the Asbestos PI Trust will have the right, but not the obligation, to replace any or all of the members
     of Reorganized Quigley’s Board of Directors.

     The current members of Quigley’s board of directors are: (a) Paul A. Street, Chairman, (b) Charles F. Raeburn, and
     (c) Kevin M. Altit. Upon Mr. Street's resignation, effective as of March 31, 2008, Kim D. Jenkins will fill Mr.
     Street's seat on the board of directors.

     2.       Management Contracts

     On the Effective Date, all employment contracts between Quigley and any employee of Quigley who was employed
     by Quigley as of the date immediately preceding the Effective Date (including, without limitation, any offer letters
     issued to any such employees to the extent such offer letters are not superseded by formal employment contracts)
     will be deemed assumed by Reorganized Quigley to the extent not already assumed by Quigley. From and after the



     10435708.8                                                 110
     Effective Date, the existing officers of Quigley will serve in their respective capacities as officers of Reorganized
     Quigley, unless otherwise provided in the Plan Supplement or at the Confirmation Hearing.

     3.       Amendment and Restatement of Quigley’s Certificate of Incorporation and By-Laws

     The Certificate of Incorporation and By-laws of Quigley will be amended and restated as of the Effective Date in
     substantially the form of the Amended Certificate of Incorporation and Amended By-Laws included in the Plan
     Supplement. The Amended Bylaws and the Amended Certificate of Incorporation will contain those 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 in the Plan, the Amended Bylaws and
     Amended Certificate of Incorporation will contain such indemnification provisions applicable to the officers,
     directors and employees of Reorganized Quigley and such other Entities as may, in the discretion of the Board of
     Directors of Reorganized Quigley, be appropriate.

B.   Business of Reorganized Quigley

     Reorganized Quigley will continue to operate the Claims Handling Unit, which will provide claims handling
     services, including processing settlements of asbestos personal injury and wrongful death claims. (For more
     information on the Claims Handling Unit and its services, see Section IV.A.4 of this Disclosure Statement, entitled
     “GENERAL INFORMATION – Description and History of Quigley’s Business – Quigley’s Business Today”).
     Quigley and Pfizer have entered into, or will enter into, the five-year Pfizer Claims Services Agreement, pursuant to
     which Reorganized Quigley will service and process asbestos related claims brought against Pfizer that are not
     derivative of Quigley or related to Quigley’s products, as well as claims connected with the submission of medical
     and exposure evidence under the terms of the Pfizer Claimant Settlement Agreements. Quigley will generate
     $5 million in revenues per year from providing these services to Pfizer, or an aggregate amount of $25 million
     during Reorganized Quigley’s first five years of operation. Quigley previously received indications of interest in its
     claims-handling services from third parties. Quigley has reviewed these opportunities, and, while none have yet
     come to fruition, Quigley intends to actively pursue additional opportunities for its claims handling services
     following confirmation of the Plan, as discussed further below.

     Reorganized Quigley will also be retained by the Asbestos PI Trust in the ordinary course of Reorganized Quigley’s
     business to provide these services to the Asbestos PI Trust under the terms of the Asbestos PI Claims Services
     Agreement.

     Upon emerging from the Chapter 11 Case, Reorganized Quigley will be able to enter the market for claims handling
     services, in which a number of companies operate with success. Quigley’s employees have developed significant
     expertise in processing asbestos claims. Specifically, six of Quigley’s employees have 36 years of combined
     experience working at the CCR prior to their employment at Quigley. During their tenure at the CCR, these
     individuals gained expertise in a range of services relating to defense case management and claims processing,
     including information technology support, software programming and analysis, technical maintenance, and
     qualifying claims for settlement. Given Quigley’s unique computer infrastructure, the experience and expertise of
     its employees, and its ability to scale to its workload, Quigley believes that Reorganized Quigley will be able to
     compete effectively with other participants in the market.

     Under the terms of the Asbestos PI Claims Services Agreement, Reorganized Quigley will, among other things,
     initially develop procedures for the transfer of information regarding the Asbestos PI Claims from Reorganized
     Quigley to the Asbestos PI Trust, prepare claims filing materials consistent with the terms of the Asbestos PI Trust
     Distribution Procedures and develop a database for the Asbestos PI Claims (the “start up services“).

     Once these start up services are complete, Reorganized Quigley will provide the following services, among others,
     to the Asbestos PI Trust:




     10435708.8                                               111
              •       establish the FIFO Processing Queue and FIFO Payment Queue and track claimants’ positions in
                      the queues;

              •       assist the Trustees, the Future Demand Holders’ Representative and the Trust Advisory
                      Committee in developing procedures for reviewing and liquidating Asbestos PI Claims;

              •       review and process incoming proof of claim forms and medical and exposure evidence required by
                      the Asbestos PI Trust Distribution Procedures submitted by claimants to determine whether they
                      are eligible to have their claims paid by the Asbestos PI Trust;

              •       provide the Asbestos PI Trust with any information relating to the services being performed by
                      Reorganized Quigley under the agreement that the Asbestos PI Trust requests in connection with
                      any ADR proceeding or litigation in the tort system; and

              •       monitor the allocation of amounts being billed to insurers for payment of Asbestos PI Claims.

     Under the terms of the Asbestos PI Claims Services Agreement, Reorganized Quigley will charge the Asbestos PI
     Trust a one-time fee of $250,000 for the start up services. Additionally, Reorganized Quigley will receive a fee for
     each Asbestos PI Claim it reviews. For each claim that is accepted and paid by the Asbestos PI Trust, a $47.50 per-
     claim fee will be paid in installments as follows: (i) $22.50 when Reorganized Quigley commences review of such
     claim; (ii) $20.00 upon placement of the claim in the FIFO Processing Queue; and (iii) $5.00 upon placement of the
     claim in a FIFO Payment Queue. For each claim that is rejected by the Asbestos PI Trust, a $47.50 per-claim fee
     will be paid in installments as follows: (i) $25.00 when Reorganized Quigley commences review of such claim; and
     (ii) $22.50 upon rejection of the claim.

                                          X.       RISK FACTORS

     HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN QUIGLEY SHOULD READ AND
     CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS THE OTHER
     INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT (AND THE DOCUMENTS DELIVERED
     TOGETHER HEREWITH AND/OR REFERRED TO HEREIN BY REFERENCE), PRIOR TO VOTING TO
     ACCEPT OR REJECT THE PLAN. THESE RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS
     CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN AND ITS
     IMPLEMENTATION.

A.   Overall Risks to Recovery by Holders of Claims

     The ultimate recoveries under the Plan to holders of Claims (other than holders whose entire Distribution is paid in
     Cash) depend for the most part upon the value of the Quigley Transferred Insurance Rights, and the number and
     magnitude of Asbestos PI Claims ultimately asserted against the Asbestos PI Trust, neither of which can be known
     with certainty. The factors below (other than the factor entitled “Certain Bankruptcy Considerations”) assume that
     the Plan is confirmed and that the Effective Date occurs on or about September 1, 2008. Prior to voting on the Plan,
     each holder of a Claim should consider carefully the risk factors specified or referred to below, including the
     exhibits annexed hereto, as well as all of the information contained in the Plan.

     1.       Certain Bankruptcy Considerations

     Although Quigley believes that the Plan will satisfy all requirements necessary for confirmation by the Bankruptcy
     Court, there can be no guaranty that the Bankruptcy Court will reach the same conclusion, or that the Confirmation
     Order, if challenged on appeal, will be affirmed. There also can be no assurance that the Plan as proposed will be
     accepted by the requisite number of holders or amounts of Claims and Equity Interests, that the Plan will not be
     modified up to and including the Confirmation Date, or that the Bankruptcy Court will enter a Confirmation Order
     containing the findings of fact and conclusions of law that are conditions precedent to confirmation of the Plan.




     10435708.8                                              112
If the Plan is not confirmed and consummated, there can be no assurance that the Chapter 11 Case will continue
rather than be converted to a liquidation or that any alternative plan of reorganization would be on terms as
favorable to the holders of Claims and Equity Interests as the terms of the Plan. If a liquidation or protracted
reorganization were to occur, there is a substantial risk that the value of Quigley’s assets would be substantially
eroded to the detriment of all stakeholders.

2.       Quigley Transferred Insurance Rights Assigned to the Asbestos PI Trust

A discussion of the insurance coverage available for Asbestos PI Claims is provided above in Sections III.A.5 and
V.D. Estimating the insurance recovery under the Quigley Transferred Insurance Rights is inherently uncertain and
depends on a number of factors, including but not limited to, the potential for disputes over coverage issues with
Asbestos Insurance Entities or arising under Insurance Settlement Agreements, the principles of law which would
likely apply in resolving such disputes, the amount that will be received under Insurance Settlement Agreements, the
amount that will be received under Shared Asbestos Insurance Policies that are not subject to an Insurance
Settlement Agreement, the timing and amount of Asbestos PI Claims that may be made in the future, the financial
stability of the Asbestos Insurance Entities and their ability to meet their obligations, and the amount which may be
paid to settle or otherwise dispose of disputes with Asbestos Insurance Entities over coverage issues. These factors
are beyond the control of Quigley and changes in these factors could materially affect the ultimate insurance
recovery and the amount of funding for the Asbestos PI Trust.

3.       Projected Financial Information

The Projected Financial Information is dependent upon numerous assumptions, including confirmation and
consummation of the Plan in accordance with its terms, the anticipated future performance of Reorganized Quigley,
conditions in the industries in which Reorganized Quigley will operate, certain assumptions with respect to
competitors of Reorganized Quigley, general business and economic conditions, and other matters, many of which
are beyond the control of Quigley. Accordingly, there can be no assurance that such assumptions will prove to be
valid. In addition, unanticipated events and circumstances occurring subsequent to the preparation of the Projected
Financial Information may affect the actual financial results of Reorganized Quigley. Although Quigley believes
that the projections are reasonable and attainable, some or all of the estimates will vary, and variations between the
actual financial results and those projected may be material.

4.       Appointment of Different Trustees and/or Different Members of the Trust Advisory Committee for
         the Asbestos PI Trust

At the Confirmation Hearing, Quigley will request that the Bankruptcy Court appoint certain Entities as the initial
Trustees of the Asbestos PI Trust, and certain Entities as the initial members of the Trust Advisory Committee. The
Bankruptcy Court, however, may reject or otherwise decline to appoint one or more of the proposed Trustees or
proposed members of the Trust Advisory Committee. In that case, one or more alternate Entities would have to be
nominated, potentially resulting in significant delays in the occurrence of the Confirmation Date and Effective Date.
The selection of different Trustees or Trust Advisory Committee members also could materially impact
administration of the Asbestos PI Trust.

5.       Distributions Under the Asbestos PI Trust Distribution Procedures

Payments that will be made on Asbestos PI Claims will be determined under the Asbestos PI Trust Distribution
Procedures and will be based on the one hand, on estimates of the number, types, and amount of present and
expected future Asbestos PI Claims and, on the other hand, on the value of the assets of the Asbestos PI Trust, the
liquidity of the Asbestos PI Trust, the Asbestos PI Trust’s expected future income and expenses, as well as other
matters that are likely to effect the sufficiency of funds to pay all holders of Asbestos PI Claims. There can be no
certainty as to the precise amounts that will be distributed by the Asbestos PI Trust in any particular time period or
when Asbestos PI Claims will be paid by the Asbestos PI Trust.




10435708.8                                               113
     6.         Federal Income Tax Consequences of the Plan to Quigley

     It is a condition to the occurrence of the Effective Date that Quigley receive an opinion that the Asbestos PI Trust
     will be a “qualified settlement fund” within the meaning of the United States Treasury Regulations promulgated
     under section 468B of the Internal Revenue Code. This opinion will be subject to the normal and customary caveats
     and limitations found in opinions of this type. If Quigley cannot obtain this opinion, the Effective Date of the Plan
     might not occur.

     7.         Risk of Post-Consummation Default

     Although Quigley can give no guarantees, it believes that Reorganized Quigley will generate sufficient operating
     cash flow to meet its business obligations and operating requirements and that such cash flow will be sufficient to
     make the payments required to be made by Reorganized Quigley under the Plan. At the Confirmation Hearing, the
     Bankruptcy Court will be required to make a determination that the Plan is feasible (i.e., not likely to be followed by
     the liquidation, or the need for further financial reorganization, of Reorganized Quigley) in order to confirm the
     Plan.

     8.         Dependence on Key Personnel

     A relatively small number of key executive officers and personnel manage Quigley’s business and the loss of one or
     more of these executive officers or employees could have a material effect on Reorganized Quigley’s business going
     forward. As of the date of this Disclosure Statement, Quigley had not entered into written employment contracts
     with all of such key executive officers and personnel.

B.   The Asbestos PI Channeling Injunction

     The Asbestos PI Channeling Injunction, which, among other things, bars the assertion of “future” Asbestos PI
     Claims against Quigley and the other Asbestos Protected Parties, is the cornerstone of the Plan. In 1994, the United
     States Congress added subsections (g) and (h) to section 524 of the Bankruptcy Code in order to confirm the
     authority of the Bankruptcy Court, subject to the conditions specified therein, to issue injunctions such as the
     Asbestos PI Channeling Injunction and Settling Asbestos Insurance Entity Injunction with respect to present and
     future asbestos personal injury, wrongful death and related claims and demands. Although the Plan, the Asbestos PI
     Trust Agreement, and the Asbestos PI Trust Distribution Procedures all have been drafted with the intention of
     complying with sections 524(g) and (h) of the Bankruptcy Code, and satisfaction of the conditions imposed by
     sections 524(g) and (h) is a condition precedent to confirmation of the Plan, there is no guarantee that the validity
     and enforceability of the Asbestos PI Channeling Injunction, the Settling Asbestos Insurance Entity Injunction or
     sections 524(g) and (h) or the application of the Asbestos PI Channeling Injunction and Settling Asbestos Insurance
     Entity Injunction to Asbestos PI Claims will not be challenged, either before or after confirmation of the Plan.
     Although Quigley believes adequate bases exist for the courts to uphold sections 524(g) and (h), the Asbestos PI
     Channeling Injunction and Settling Asbestos Insurance Entity Injunction, there can be no assurance that, in the
     future, courts might not invalidate all or a portion of sections 524(g) and (h) or the Asbestos PI Channeling
     Injunction and Settling Asbestos Insurance Entity Injunction.

          XI.       CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

     CIRCULAR 230 NOTICE.     THE FOLLOWING NOTICE IS BASED ON U.S. TREASURY
     REGULATIONS GOVERNING PRACTICE BEFORE THE U.S. INTERNAL REVENUE SERVICE: (1)
     ANY U.S. FEDERAL TAX ADVICE CONTAINED HEREIN, INCLUDING ANY OPINION OF COUNSEL
     REFERRED TO HEREIN, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED,
     BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES THAT
     MAY BE IMPOSED ON THE TAXPAYER; (2) ANY SUCH ADVICE IS NOT WRITTEN TO SUPPORT
     THE PROMOTION OR MARKETING OF THE TRANSACTIONS DESCRIBED HEREIN (OR IN ANY
     SUCH OPINION OF COUNSEL); AND (3) EACH TAXPAYER SHOULD SEEK ADVICE BASED ON
     THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.



     10435708.8                                               114
     THE FOLLOWING DISCUSSION SUMMARIZES CERTAIN U.S. FEDERAL INCOME TAX
     CONSEQUENCES OF THE IMPLEMENTATION OF THE PLAN TO QUIGLEY, REORGANIZED
     QUIGLEY AND CERTAIN HOLDERS OF CLAIMS. THE FOLLOWING SUMMARY DOES NOT
     DISCUSS THE FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS WHOSE CLAIMS ARE
     ENTITLED TO PAYMENT IN FULL IN CASH OR ARE OTHERWISE UNIMPAIRED UNDER THE
     PLAN OR TO HOLDERS OF EQUITY INTERESTS.

     THE FOLLOWING SUMMARY IS BASED ON THE INTERNAL REVENUE CODE OF 1986, AS
     AMENDED (THE “INTERNAL REVENUE CODE“), TREASURY REGULATIONS PROMULGATED
     THEREUNDER, JUDICIAL DECISIONS AND PUBLISHED ADMINISTRATIVE RULES AND
     PRONOUNCEMENTS OF THE INTERNAL REVENUE SERVICE (“IRS“) AS IN EFFECT ON THE
     DATE HEREOF. CHANGES IN SUCH RULES OR NEW INTERPRETATIONS THEREOF MAY HAVE
     RETROACTIVE EFFECT AND COULD SIGNIFICANTLY AFFECT THE FEDERAL INCOME TAX
     CONSEQUENCES DESCRIBED BELOW.

     THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND ARE SUBJECT
     TO SIGNIFICANT UNCERTAINTIES. QUIGLEY DOES NOT CURRENTLY INTEND TO SEEK A
     RULING FROM THE IRS CONCERNING ANY OF THE TAX ASPECTS OF THE PLAN. IN ADDITION,
     THIS SUMMARY DOES NOT ADDRESS FOREIGN, STATE, OR LOCAL TAX CONSEQUENCES OF
     THE PLAN, NOR DOES IT PURPORT TO ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES
     OF THE PLAN TO SPECIAL CLASSES OF TAXPAYERS (SUCH AS FOREIGN TAXPAYERS,
     BROKER-DEALERS, BANKS, MUTUAL FUNDS, INSURANCE COMPANIES, FINANCIAL
     INSTITUTIONS, SMALL BUSINESS INVESTMENT COMPANIES, REGULATED INVESTMENT
     COMPANIES, TAX-EXEMPT ORGANIZATIONS, AND INVESTORS IN PASS-THROUGH ENTITIES).

     ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN FEDERAL INCOME TAX
     CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR
     CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES
     PERTAINING TO A HOLDER OF A CLAIM OR EQUITY INTEREST. ALL HOLDERS OF CLAIMS
     AND EQUITY INTERESTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE
     FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES APPLICABLE TO THEM UNDER
     THE PLAN.

A.   Consequences to Quigley

     As of the date of this Disclosure Statement, Quigley does not have any net operating loss (“NOL“) carryforwards.
     Because Pfizer will treat Quigley as a member of its consolidated group until the Stock Transfer Date, Quigley
     expects that any deduction incurred by Quigley as a result of the funding of the Asbestos PI Trust on the Effective
     Date will be utilized by the consolidated group of which Quigley is a member for U.S. federal income tax purposes
     (the “Affiliated Group“) in the Affiliated Group’s taxable year that includes the Effective Date.

     1.       Cancellation of Debt

     Cancellation of debt income (“COD“) is generally includible in a taxpayer’s gross income. COD is the amount by
     which the indebtedness discharged exceeds any consideration given in exchange therefore, subject to certain
     statutory or judicial exceptions that can apply to limit the amount of COD. For example, COD is not included in
     gross income to the extent the payment of such indebtedness would have given rise to a deduction. In addition, any
     COD realized by a debtor in a bankruptcy case is excluded from the debtor’s gross income. In such a case, the
     Internal Revenue Code provides that the bankrupt debtor must reduce certain of its tax attributes such as NOLs,
     excess tax credits, and tax basis in its assets by the amount of the excluded COD.

     Quigley’s satisfaction of the Unsecured Claims and the Asbestos PI Claims generally should not give rise to COD
     because payment of such Claims generally would have given rise to a deduction for Quigley. Under applicable
     Treasury regulations governing debt instruments of consolidated group members, Quigley should recognize ordinary
     income on the discharge of the Pfizer Secured Claim without the relief normally afforded by Internal Revenue Code


     10435708.8                                             115
     Section 108, while the holder of any Secured Claim should recognize a matching ordinary loss at the same time,
     resulting in offsetting income and loss amounts in the Affiliated Group.

     2.       Treatment of the Asbestos PI Trust

     It is a condition to the effectiveness of the Plan that Quigley receive an opinion of counsel stating that the Asbestos
     PI Trust qualifies as a “qualified settlement fund” within the meaning of Section 468B.

     The Treasury regulations promulgated under Internal Revenue Code section 468B provide that to be treated as a
     qualified settlement fund, a fund, account, or trust must be (i) established pursuant to an order of, or be approved by,
     a government authority, including a court, and must be subject to the continuing jurisdiction of that government
     authority, (ii) established to resolve or satisfy one or more contested or uncontested claims that have resulted or may
     result from an event or a related series of events that has occurred and that has given rise to at least one claim
     asserting liability arising out of, among other things, a tort, and (iii) a trust under applicable state law or have its
     assets physically segregated from the other assets of the transferor and persons related to the transferor.

     Assuming the Asbestos PI Trust is treated as a qualified settlement fund, Quigley generally would be entitled to a
     current federal income tax deduction for all transfers of cash, stock, and other property (other than its own notes) to
     the Asbestos PI Trust to the same extent it would have been entitled to a deduction if such amounts had been paid
     directly to the holder of an Asbestos PI Claim. Quigley expects to obtain a deduction with respect to its transfer to
     the Asbestos PI Trust of cash and certain interests in its insurance coverage on the Effective Date. Quigley
     generally will not be entitled to a deduction, however, to the extent that it funds the Asbestos PI Trust with amounts
     not included in its income, including insurance proceeds or interests in its insurance coverage previously excluded
     from its income.

     As a qualified settlement fund, the Asbestos PI Trust will be subject to a separate entity level tax at the maximum
     rate applicable to trusts and estates. In determining the taxable income of the Asbestos PI Trust, (i) any amounts
     transferred by Quigley to the Asbestos PI Trust will be excluded from the Asbestos PI Trust’s income, (ii) any sale,
     exchange, or distribution of property by the Asbestos PI Trust generally will result in the recognition of gain or loss
     in an amount equal to the difference between the fair market value of the property on the date of disposition and the
     adjusted tax basis of the Asbestos PI Trust in such property, and (iii) administrative costs (including state and local
     taxes) incurred by the Asbestos PI Trust will be deductible. In general, the adjusted tax basis of property received
     by the Asbestos PI Trust pursuant to the Plan will be its fair market value at the time of such receipt.

B.   Consequences to Holders of Claims

     The U.S. federal income tax consequences to a holder of a Claim that is impaired, including the character and
     amount of income, gain or loss recognized as a consequence of the Plan and the distributions provided for thereby,
     will be determined by reference to the Claim in respect of which the distribution is made and as if the distribution
     were made directly by Quigley. Accordingly, a holder’s tax consequences will depend upon, among other things: (i)
     the nature of the Claim, (ii) the manner in which the holder acquired the Claim, (iii) the length of time the Claim has
     been held, (iv) whether the Claim was acquired at a discount, (v) whether the holder has taken a bad debt deduction
     with respect to the Claim (or any portion thereof) in the current or prior years, (vi) whether the holder has previously
     included in income accrued but unpaid interest with respect to the Claim, (vii) the method of tax accounting of the
     holder, and (viii) whether the Claim constitutes a security for U.S. federal income tax purposes. Accordingly, each
     holder of a Claim is urged to consult its tax advisor regarding the tax consequences of the Plan to such holder.

     1.       Consequences to the Holder of the Pfizer Secured Claim

     Pursuant to the Plan, in full satisfaction, settlement, release and discharge of its Allowed Claim, the holder of the
     Allowed Pfizer Secured Claim will receive Cash in an amount equal to the amount of its Allowed Pfizer Secured
     Claims less $30 million. Under applicable Treasury regulations governing debt instruments of consolidated group
     members, Quigley may recognize ordinary income on the discharge of any portion of the Allowed Pfizer Secured
     Claim held by members of its consolidated group without the relief normally afforded by Internal Revenue Code



     10435708.8                                                116
     Section 108, while the holder of the Pfizer Secured Claim may recognize a matching ordinary loss at the same time,
     resulting in offsetting income and loss amounts in the Affiliated Group.

     2.       Consequences to Holders of Unsecured Claims

     Pursuant to the Plan, in full satisfaction, settlement, release and discharge of their Allowed Claims, holders of
     Allowed Unsecured Claims will receive Cash in an amount equal to the amount of their Allowed Unsecured Claims
     multiplied by the Initial Payment Percentage. Each holder of an Allowed Unsecured Claim will recognize gain or
     loss for U.S. federal income tax purposes on the exchange of such Allowed Unsecured Claim for Cash equal to the
     difference between the amount of Cash received in respect of such Allowed Unsecured Claims (other than amounts
     allocable to accrued and unpaid interest) and such holder’s adjusted tax basis in such Allowed Unsecured Claim.

     Quigley intends to take the position that distributions to holders of the Allowed Unsecured Claims will be allocated
     first to the original principal portion of such Claims as determined for federal income tax purposes, and then, to the
     extent the consideration exceeds such amount, to the portion of such Claims representing accrued but unpaid
     interest. There is no assurance, however, that the IRS would respect such an allocation for federal income tax
     purposes.

     In general, to the extent that an amount received by a holder of debt is received in satisfaction of interest accrued
     during its holding period, such amount will be taxable to the holder as interest income (if not previously included in
     the holder’s gross income). Conversely, a holder generally recognizes a deductible loss to the extent any accrued
     interest claimed or amortized original issue discount (“OID“) was previously included in its gross income and is not
     paid in full. The IRS, however, has privately ruled that a holder of a security could not claim a current deduction
     with respect to any unpaid OID, in an otherwise tax-free exchange. Accordingly, it is also unclear whether, by
     analogy, a holder of a Claim with previously included OID that is not paid in full would be required to recognize a
     capital loss, rather than an ordinary loss. Holders are urged to consult their tax advisors regarding the allocation of
     consideration and the deductibility of accrued, but unpaid interest for federal income tax purposes.

     3.       Consequences to Holders of Asbestos PI Claims

     Each Asbestos PI Claim will be liquidated and satisfied in cash from the Asbestos PI Trust, in accordance with the
     Asbestos PI Trust Distribution Procedures. The federal income tax treatment of the receipt of payments from the
     Asbestos PI Trust by a holder of such a Claim generally will depend upon the nature of the Claim. Because the
     amounts received by a holder of an Asbestos PI Claim (other than an Indirect Asbestos PI Claim) generally will be
     attributable to, and compensation for, such holder’s personal physical injuries or sickness, within the meaning of
     section 104 of the Internal Revenue Code, any such amounts received by the holder should be nontaxable.
     However, to the extent payments from the Asbestos PI Trust to a holder of an Asbestos PI Claim are attributable to
     medical expense deductions allowed under section 213 of the Internal Revenue Code for a prior taxable year, such
     payments will be taxable as ordinary income to the recipient.

     To the extent that a holder of a Secured Bond Claim or Other Secured Claim becomes entitled to seek payment of its
     final judgment from the supersedeas bond, letter of credit or other security that secures such Claim and the amount
     received from the bond, letter of credit or other security is insufficient to satisfy the final judgment, the Claim holder
     will be entitled to proceed against the Asbestos PI Trust in accordance with the Asbestos PI Trust Distribution
     Procedures. Thus for federal income tax purposes such a Secured Bond Claim holder or Other Secured Claim
     holder will be treated in the same manner as a holder of an Asbestos PI Claim to the extent of such deficiency.

     Each holder of an Asbestos PI Claim should consult his or her own tax advisor as to the proper tax treatment of any
     amounts received with respect to such Claim.

C.   Information Reporting and Withholding

     All distributions to holders of Allowed Claims under the Plan are subject to any applicable information reporting
     and withholding (including employment tax withholding on Distributions relating to Claims for employee
     compensation). Under federal income tax law, interest, dividends, and other reportable payments may, under certain


     10435708.8                                                 117
     circumstances, be subject to “backup withholding” at the then applicable rate. Backup withholding generally applies
     if the holder (i) fails to furnish its social security number or other taxpayer identification number (“TIN“),
     (ii) furnishes an incorrect TIN, (iii) fails properly to report interest or dividends, or (iv) under certain circumstances,
     fails to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and
     that it is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance
     payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons are exempt from
     backup withholding, including, in certain circumstances, corporations and financial institutions.

     THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL
     INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX
     PLANNING WITH A TAX PROFESSIONAL. THIS DISCUSSION IS FOR INFORMATIONAL
     PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES TO HOLDERS OF
     CLAIMS ARE IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER’S
     INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, HOLDERS ARE URGED TO CONSULT WITH
     THEIR TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND
     OTHER TAX CONSEQUENCES OF THE PLAN.

      XII.        ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

     If the Plan is not confirmed and consummated, Quigley’s alternatives include (i) liquidation under chapter 7 of the
     Bankruptcy Code and (ii) the preparation and presentation of an alternative plan of reorganization.

A.   Liquidation under Chapter 7

     If no chapter 11 plan can be confirmed, the Chapter 11 Case may be converted to a case under chapter 7 of the
     Bankruptcy Code in which a trustee would be elected or appointed to liquidate Quigley’s assets. A discussion of the
     effect that a chapter 7 liquidation would have on the recovery of holders of Claims is set forth above. See
     “CONFIRMATION AND CONSUMMATION PROCEDURE — Confirmation — Best Interests Test.” In
     performing the Liquidation Analysis, Quigley has assumed that all holders of Asbestos PI Claims (whether presently
     known or unknown) will be determined to have “claims” that are entitled to share in the proceeds from any such
     liquidation. Quigley believes that liquidation under chapter 7 would result in smaller distributions being made to
     creditors than those provided for in the Plan because of: (i) the additional administrative expenses involved in the
     appointment of a trustee and attorneys and other professionals to assist such trustee; (ii) additional expenses and
     claims, some of which would be entitled to priority, which would be generated during the liquidation; (iii) the
     inability to maximize the value of all of Quigley’s assets; and (iv) the absence of the Pfizer Contribution or any
     similar contribution by Pfizer or its Affiliates. Quigley further believes it is likely that distributions in a chapter 7
     liquidation would not occur for a substantial time, primarily due to the time required to liquidate Quigley’s
     insurance-related assets and the likelihood of potentially protracted litigation to resolve Claims against Quigley.

B.   Alternative Plan of Reorganization

     If the Plan is not confirmed, Quigley or any other party in interest could attempt to formulate a different plan of
     reorganization. Such a plan might involve either a reorganization and continuation of Quigley’s businesses or an
     orderly liquidation of its assets. During the negotiations prior to the filing of the Plan, Quigley explored various
     alternatives to the Plan.

     Quigley believes that the Plan enables Quigley to emerge from chapter 11 more successfully and expeditiously than
     any alternative plan, preserves its assets, and allows Claimants to realize the highest recoveries under the
     circumstances. In particular, under an alternative plan under chapter 11 of the Bankruptcy Code, the Pfizer
     Contribution may not be available to Claimants in Class 4 (Asbestos PI Claims), thereby reducing or eliminating the
     amounts available for distribution to all classes.

     In a liquidation under chapter 11 of the Bankruptcy Code, Quigley’s assets would be liquidated in an orderly fashion
     over a more extended period of time than in liquidation under chapter 7, and a trustee need not be appointed.
     Accordingly, creditors would receive greater recoveries in a chapter 11 liquidation than in a chapter 7 liquidation.


     10435708.8                                                 118
Although a chapter 11 liquidation is preferable to a chapter 7 liquidation, Quigley believes that a liquidation under
chapter 11 is a much less attractive alternative to Claimants than the Plan because a greater return is provided for in
the Plan to Claimants.




10435708.8                                               119
                      XIII.    CONCLUSION AND RECOMMENDATION

Quigley believes that confirmation and implementation of the Plan is preferable to any of the alternatives described
above because it will provide the greatest recoveries to holders of Claims. In addition, other alternatives would
involve significant delay, uncertainty, and substantial additional administrative costs. We urge holders of
Impaired Claims and Equity Interests entitled to vote on the Plan to vote to accept the Plan and to evidence
such acceptance by returning their Ballots to the address set forth thereon so that they will be received no
later than 5:00 p.m., New York City time, on June 10, 2008.



                                                          Respectfully submitted,

                                                          QUIGLEY COMPANY, INC.



                                                    By:    /s/ Kim D. Jenkins
                                                          Name: Kim D. Jenkins
                                                          Title: Senior Vice President



Dated:       New York, New York
             March 28, 2008


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)
Jessica L. Fainman (JF 9200)
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955




10435708.8                                              120
                                                                                  INDEX

1998 OneBeacon Agreement...................................31                             Initial Claims Filing Date ........................................94
2008 OneBeacon Agreement...................................31                             Insulag Actions ........................................................51
3018(a) Motion Deadline.......................................104                         Insurance Settlement Proceeds Trust.......................31
3018(a) Motions ....................................................104                   Insurance Settlement Proceeds Trust Agreement ....31
ACF .........................................................................25           Internal Revenue Code ..........................................115
Ad Hoc Committee..................................................44                      IRS.........................................................................115
Administrative Claims .............................................53                     Liquidation Analysis..............................................110
Administrative Claims Bar Date..............................54                            London.....................................................................32
ADR Procedures ....................................................103                    Lumbermens ............................................................28
Affiliated Group ....................................................115                  Maximum Annual Payment.....................................92
Allstate.....................................................................32           Maximum Available Payment .................................92
Angelos....................................................................51             Maximum Extraordinary Value ...............................99
Asbestos PI Claim ...................................................58                   Maximum Values ....................................................89
Asbestos PI Claims Estimation Order .....................49                               Medical/Exposure Criteria.......................................89
Asbestos PI Trust voting Claims .............................93                           Minteq .....................................................................20
Asbestos Record Parties ..........................................87                      Motion to Withdraw the Reference .........................50
Asbestos Records.....................................................87                   Net Insurance Proceeds ...........................................31
Asbestosis Restriction ADR ....................................34                         NOL.......................................................................115
Average Values .......................................................89                  Non-Released Insurance Policies ............................31
Ballot Agent.............................................................11               Non-signatory insurers ............................................26
Bankruptcy Court ....................................................10                   Occurrence- based ...................................................22
Bar Date...................................................................47             OID........................................................................117
Bar Date Notice .......................................................47                 OneBeacon ..............................................................31
Bar Date Order ........................................................47                 Payment Percentage.................................................58
Category A Claims ..................................................93                    Pfizer .......................................................................15
Category B Claims...................................................93                    Pfizer Annuity .........................................................67
CCR .........................................................................26           Pfizer Contribution ..................................................66
Chapter 11 Case..........................................................i                Pfizer/AIG Annuity .................................................66
Claimant ....................................................................9            Plan..........................................................................10
Claimant’s Jurisdiction ............................................98                    Pre-Petition Liquidated Asbestos PI Claims............95
Claimants...................................................................9             Priority Claims.........................................................55
COD.......................................................................115             Priority Tax Claims .................................................55
Confirmation Hearing..............................................10                      Projected Financial Information ............................108
Continental Adversary Proceeding ..........................33                             Projection Period ...................................................108
Conversion Motion ..................................................51                    Quigley ......................................................................9
Coverage-in-place....................................................25                   Quigley Contribution...............................................65
DIP Credit Facility...................................................45                  Quigley Insurer Receivables....................................22
Disease Levels .........................................................88                Quigley Stock Right ................................................59
District Court ...........................................................40              Reaud Bond .............................................................56
Effective Date..........................................................19                Reaud Morgan .........................................................44
Excess Cash .............................................................65               Recusal Motion........................................................46
Exigent Hardship Claim ........................................100                        Recusal Order ..........................................................46
Expedited Review Process.......................................97                         Reduced Payment Option ........................................93
Extraordinary Claim ................................................99                    Rule 2019 Motion....................................................47
Extraordinary Claims Panel.....................................99                         Scheduled Values ....................................................89
Fee Claim.................................................................54              Schedules.................................................................11
FIFO ....................................................................7, 88            SEC..........................................................................11
FIFO Payment Queue ..............................................94                       Senior Secured Loan Facility...................................34
FIFO Processing Queue...........................................94                        Settlement Agreement Effective Date .....................40
First Solicitation Procedures Motion .......................48                            Settlement Amount ..................................................39
First Solicitation Procedures Order..........................48                           Shared Asbestos Insurance Policies.........................24
Foreign Claim..........................................................97                 Shared Asbestos-Excluded Claims-Made Insurance
Hatchett Bond..........................................................56                    Policies ................................................................25
Individual Review Process ......................................97                        Shared Asbestos-Excluded Insurance Policies ........24

10435708.8                                                                         121
Sherry Bond.............................................................57         Stock Transfer Date .................................................59
Shortfall Claims.......................................................33          Tabulation Certification...........................................49
Shortfall Insurance Coverage Litigation..................33                        TDP ...........................................................................6
Signatory insurers ....................................................25          TIN ........................................................................118
Significant Occupational Exposure .......................102                       Trustee Motion ........................................................51
Solicitation Procedures ............................................52             U.S. Trustee .............................................................42
Solicitation Procedures Motion ...............................51                   Voting Deadline.......................................................11
Solicitation Procedures Order..................................52                  Wellington Agreement ............................................25
Start up services.....................................................111          Yosemite..................................................................27




10435708.8                                                                   122
             [This Page Intentionally Left Blank]




10435708.8                   123
                          EXHIBIT A

                             TO

QUIGLEY COMPANY, INC. FIFTH AMENDED AND RESTATED DISCLOSURE
    STATEMENT UNDER CHAPTER 11 OF THE BANKRUPTCY CODE



  QUIGLEY COMPANY, INC. FOURTH AMENDED AND RESTATED PLAN OF
   REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
                              :
In re                         :
                              :    Chapter 11
QUIGLEY COMPANY, INC.,        :
                              :    Case No. 04–15739 (SMB)
                     Debtor.  :
                              :
                              :


                        QUIGLEY COMPANY, INC.
         FOURTH AMENDED AND RESTATED PLAN OF REORGANIZATION
              UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
                   (AS MODIFIED AS OF MARCH 28, 2008)



                                    Schulte Roth & Zabel LLP

                                    Michael L. Cook (MC 7887)
                                    Lawrence V. Gelber (LG 9384)
                                    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 28, 2008




10435617.8
                                                 TABLE OF CONTENTS

                                                                                                                              Page

ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION ........................................... 1
  Section 1.1 Capitalized Terms ............................................................................................. 1
  Section 1.2 Interpretation; Application of Definitions; Rules of Construction and
              Computation of Time...................................................................................... 20
  Section 1.3 Exhibits ........................................................................................................... 20
  Section 1.4 Ancillary Documents ...................................................................................... 21
  Section 1.5 “Contra Proferentem” Rule Not Applicable................................................... 21

ARTICLE II CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS........................... 21
  Section 2.1 Claims and Equity Interests Classified ........................................................... 21
  Section 2.2 Summary of Classification of Claims and Equity Interests ............................ 21
  Section 2.3 Classification................................................................................................... 22

ARTICLE III TREATMENT OF UNCLASSIFIED CLAIMS.................................................... 23
  Section 3.1  Allowed Administrative Claims ..................................................................... 23
  Section 3.2  Professional Compensation and Reimbursement Claims ............................... 23
  Section 3.3  Priority Tax Claims......................................................................................... 23
  Section 3.4  DIP Claim ....................................................................................................... 24

ARTICLE IV TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS.......... 24
  Section 4.1 Class 1 – Priority Claims ................................................................................ 24
  Section 4.2 Class 2 –Secured Claims................................................................................. 24
  Section 4.3 Class 3 – Allowed Unsecured Claims............................................................. 26
  Section 4.4 Class 4 – Asbestos PI Claims ......................................................................... 26
  Section 4.5 Class 5 – Equity Interests................................................................................ 27

ARTICLE V ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE
              OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS ....................... 27
  Section 5.1   Classes Entitled to Vote .................................................................................. 27
  Section 5.2 Class Acceptance Requirement....................................................................... 27
  Section 5.3   Issuance of Injunctions Pursuant to Section 524(g) of the Bankruptcy Code 27
  Section 5.4   Cramdown....................................................................................................... 27
  Section 5.5 Acceptance by Unimpaired Class ................................................................... 28
  Section 5.6 Elimination of Vacant Classes ........................................................................ 28

ARTICLE VI DISTRIBUTIONS UNDER THE PLAN ON ACCOUNT OF CLAIMS OTHER
              THAN ASBESTOS PI CLAIMS.......................................................................... 28
  Section 6.1   Distributions.................................................................................................... 28
  Section 6.2   Pro Rata Share Distributions........................................................................... 28
  Section 6.3   Means of Cash Payment.................................................................................. 28
  Section 6.4   Delivery of Distributions ................................................................................ 29
  Section 6.5   Time Bar to Cash Payments............................................................................ 29
  Section 6.6   Timing of Distributions................................................................................... 29

10435617.8
                                                                  i
     Section 6.7           Record Date for Holders of Claims ................................................................ 29
     Section 6.8           Distributions After Effective Date .................................................................. 29
     Section 6.9           Fractional Cents .............................................................................................. 29
     Section 6.10          Interest on Claims ........................................................................................... 29
     Section 6.11          De Minimis Distributions................................................................................ 30
     Section 6.12          Setoffs ............................................................................................................. 30

ARTICLE VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
              ............................................................................................................................... 30
  Section 7.1       General Treatment .......................................................................................... 30
  Section 7.2       Rejected, Assumed or Assumed and Assigned Executory Contracts ............. 30
  Section 7.3       Payments Related to Assumption of Executory Contracts ............................. 31
  Section 7.4       Bar to Rejection Damages .............................................................................. 31
  Section 7.5       Indemnification and Reimbursement Obligations .......................................... 31

ARTICLE VIII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS
              OTHER THAN ASBESTOS PI CLAIMS ........................................................... 32
  Section 8.1   Disputed Claims.............................................................................................. 32
  Section 8.2   Objection Deadline ......................................................................................... 32
  Section 8.3   Prosecution of Objections ............................................................................... 32
  Section 8.4   No Distributions Pending Allowance ............................................................. 32

ARTICLE IX MEANS FOR IMPLEMENTATION OF THE PLAN.......................................... 32
  Section 9.1  General............................................................................................................ 32
  Section 9.2  Transactions on the Effective Date ................................................................. 32
  Section 9.3  The Asbestos PI Trust..................................................................................... 33
  Section 9.4  Reorganized Quigley’s Obligations under the Plan........................................ 34
  Section 9.5  Charter and Bylaws......................................................................................... 35
  Section 9.6  The Board of Directors of Reorganized Quigley............................................ 35
  Section 9.7  Exit Facility..................................................................................................... 35
  Section 9.8  Operations of Quigley Between Confirmation and the Effective Date .......... 35
  Section 9.9 Cancellation of Existing Securities................................................................. 35
  Section 9.10 Effectuating Documents; Further Transactions .............................................. 35
  Section 9.11 AIG Assignment Agreement........................................................................... 36

ARTICLE X EFFECT OF CONFIRMATION............................................................................. 36
  Section 10.1 Revesting of Reorganized Quigley’s Assets................................................... 36
  Section 10.2 Preservation of Certain Causes of Action; Defenses ...................................... 36
  Section 10.3 Quigley Insurance Transfer............................................................................. 37
  Section 10.4 Insurance Neutrality........................................................................................ 38
  Section 10.5 Reduction of Insurance Judgments ................................................................. 38
  Section 10.6 Terms of Injunction and Automatic Stay........................................................ 38
  Section 10.7 No Successor Liability; No Liability for Certain Released Claims................ 39
  Section 10.8 Title to Asbestos PI Trust Assets .................................................................... 39
  Section 10.9 Dissolution of Creditors’ Committee; Retention of Future Demand Holders’
                Representative; Creation of the Trust Advisory Committee........................... 39
  Section 10.10 Avoidance and Recovery Actions................................................................... 40

10435617.8
                                                                       ii
     Section 10.11 Tax Sharing Agreement .................................................................................. 40

ARTICLE XI RELEASES, INJUNCTION AND WAIVER OF CLAIMS ................................. 41
  Section 11.1 Discharge of Quigley ...................................................................................... 41
  Section 11.2 Injunction ........................................................................................................ 41
  Section 11.3 Exculpation ..................................................................................................... 41
  Section 11.4 Release of Quigley’s Officers and Directors .................................................. 42
  Section 11.5 Limited Release of Released Parties by Entities Accepting Distributions
                Under the Plan................................................................................................. 42
  Section 11.6 Asbestos PI Channeling Injunction................................................................. 42
  Section 11.7 Settling Asbestos Insurance Entity Injunction................................................ 44
  Section 11.8 Non-Settling Asbestos Insurance Entity Injunction........................................ 45
  Section 11.9 Limitations of Injunctions............................................................................... 46
  Section 11.10 Releases and Indemnification by Quigley ...................................................... 46

ARTICLE XII CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION
             OF THE PLAN ..................................................................................................... 47
  Section 12.1 Conditions Precedent to the Confirmation of the Plan ................................... 47
  Section 12.2 Conditions Precedent to the Effective Date of the Plan.................................. 51
  Section 12.3 Waiver of Conditions Precedent ..................................................................... 52
  Section 12.4 Effect of Failure or Absence of Waiver of Conditions Precedent to the
                Effective Date of the Plan ............................................................................... 53

ARTICLE XIII JURISDICTION OF BANKRUPTCY COURT................................................. 53
  Section 13.1 Retention of Jurisdiction ................................................................................. 53
  Section 13.2 Modification of Plan ....................................................................................... 55
  Section 13.3 Compromises of Controversies....................................................................... 56
  Section 13.4 Petition for Final Decree................................................................................. 56
  Section 13.5 Preservation of Rights under Rule 2004 of the Bankruptcy Rules ................. 56
  Section 13.6 Revocation or Withdrawal of the Plan............................................................ 56

ARTICLE XIV MISCELLANEOUS PROVISIONS................................................................... 56
  Section 14.1 Governing Law ............................................................................................... 56
  Section 14.2 Notices ............................................................................................................ 57
  Section 14.3 Further Documents and Action....................................................................... 58
  Section 14.4 Plan Supplement ............................................................................................. 59
  Section 14.5 Inconsistencies ................................................................................................ 59
  Section 14.6 Reservation of Rights...................................................................................... 59
  Section 14.7 Tax Reporting and Compliance ...................................................................... 59
  Section 14.8 Exemption from Transfer Taxes ..................................................................... 59
  Section 14.9 Binding Effect................................................................................................. 59
  Section 14.10 Severability ..................................................................................................... 60
  Section 14.11 Further Authorizations .................................................................................... 60
  Section 14.12 Payment of Statutory Fees .............................................................................. 60
  Section 14.13 Prepayment ..................................................................................................... 60
  Section 14.14 Effective Date Actions Simultaneous ............................................................. 60


10435617.8
                                                                 iii
SCHEDULE

Schedule 1      Pfizer Inc. Affiliates


EXHIBITS

Exhibit A       Asbestos PI Trust Agreement

Exhibit B       Asbestos PI Trust Distribution Procedures

Exhibit C       Schedule of Shared Asbestos Insurance Policies

Exhibit D       Schedule of Shared Asbestos-Excluded Insurance Policies

Exhibit E       Schedule of Shared Asbestos-Excluded Claims-Made Insurance Policies

Exhibit F       Schedule of Insurance Settlement Agreements and AIG Insurance Settlement
                Agreement

Exhibit G       AIG Assignment Agreement

Exhibit H       Amended Bylaws of Reorganized Quigley

Exhibit I       Amended Certificate of Incorporation of Reorganized Quigley

Exhibit J       Asbestos PI Claims Services Agreement

Exhibit K       Insurance Relinquishment Agreement

Exhibit L       Pfizer/AIG Annuity*

Exhibit M       Pfizer Annuity*

Exhibit N       Pfizer Claims Services Agreement*




    *
        To be included in Plan Supplement.

10435617.8
                                               iv
                                      INTRODUCTION

                Quigley Company, Inc., debtor and debtor-in-possession (“Quigley” or the
“Debtor”), proposes the following fourth amended and restated plan of reorganization under
chapter 11 of the Bankruptcy Code for the resolution of Quigley’s outstanding Claims, Demands,
and Equity Interests (the “Plan”). The Plan amends and supersedes the “Third Amended Quigley
Company, Inc. Plan of Reorganization Under Chapter 11 of the United States Bankruptcy Code,”
dated and filed with the Bankruptcy Court on October 17, 2005 and restates in modified form the
“Fourth Amended Quigley Company, Inc. Plan of Reorganization Under Chapter 11 of the
United States Bankruptcy Code.” 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

10435617.8
                                              –1–
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.

               “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 indirectly,
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 Quigley or an Entity “Affiliated”
with Quigley, the term “Affiliate” shall include the meaning ascribed thereto in section 101(2) of
the Bankruptcy Code.

               “AIG Assignment Agreement” means the AIG Assignment Agreement referenced
in Section 9.11 of the Plan, and substantially in the form annexed hereto as Exhibit G.

              “AIG Companies” has the meaning assigned to such term in the AIG Insurance
Settlement Agreement.

              “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 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,
including any interest earned on any and all such payments.

               “Allowed” means, when used with respect to any Claim against Quigley
(excluding Asbestos 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 filed on or prior to the
Bar Date, 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 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



10435617.8
                                               –2–
expressly allowed under or pursuant to the terms of the Plan. The term “Allowed” shall not
apply to Asbestos PI Claims.

Notwithstanding the foregoing, Claims against Quigley 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 (excluding Asbestos PI
Claims): 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. Unless otherwise provided in the Plan 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 Pfizer 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 H.

                 “Amended Certificate of Incorporation” means the amended and restated
certificate of incorporation of Reorganized Quigley, in substantially the form annexed hereto as
Exhibit I.

             “Amended Charter Documents” means, collectively, the Amended Bylaws and
the Amended Certificate of Incorporation.

                “Asbestos Insurance Action” means any and all Claims, Causes of Action, and/or
rights of Quigley against any Asbestos Insurance Entity arising from, under or related to any
Shared Asbestos Insurance Policy, any Insurance Settlement Agreement, any other settlement
agreement with any Asbestos Insurance Entity, or any Quigley Insurer Receivable that are
subject to the Quigley Insurance Transfer, including, but not limited to, Claims, Causes of
Action, or rights arising from, under and/or related to: (a) any such Asbestos Insurance Entity’s
failure to provide coverage or pay amounts billed to it for Asbestos PI Claims, whether prior to
or after the Petition Date, under an Insurance Settlement Agreement; (b) the refusal of any
Asbestos Insurance Entity to pay any obligations on, or compromise and settle, any Asbestos PI
Claim under or pursuant to any Shared Asbestos Insurance Policy; or (c) the interpretation or
enforcement of the terms of any Shared Asbestos Insurance Policy with respect to any Asbestos
PI Claim.

               “Asbestos Insurance Entity” means any Entity, including 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 Insurance Policy or any other
insurance policy that provides coverage for Asbestos PI Claims.


10435617.8
                                              –3–
               “Asbestos PI Channeling Injunction” means the injunction described in
Section 11.6 of the Plan.

               “Asbestos PI Claim” means any Claim or Demand seeking recovery for damages
for bodily injury allegedly caused by the presence of, or exposure to, asbestos or asbestos-
containing products (1) against or on Quigley or Reorganized Quigley; and (2) against or on any
other Entity that is alleged to be directly or indirectly liable for the conduct of, Claims against or
Demands on Quigley to the extent such alleged liability arises by reason of—

                   (a) the other Entity’s ownership of a financial interest in Quigley, a past or
                   present Affiliate of Quigley, Reorganized Quigley or a predecessor in interest
                   of Quigley or Reorganized Quigley;

                   (b) the other Entity’s involvement in the management of Quigley,
                   Reorganized Quigley or a predecessor in interest of Quigley or Reorganized
                   Quigley, or service as an officer, director or employee of Quigley,
                   Reorganized Quigley or a Related Party;

                   (c) the other Entity’s provision of insurance to Quigley, Reorganized
                   Quigley or a Related Party; or

                   (d) the other Entity’s involvement in a transaction changing the corporate
                   structure, or in a loan or other financial transaction affecting the financial
                   condition, of Quigley, Reorganized Quigley or a Related Party, including but
                   not limited to—

                          (i) involvement in providing financing (debt or equity), or advice to
                          an Entity involved in such a transaction; or

                          (ii) acquiring or selling a financial interest in an Entity as part of such
                          a transaction.

“Asbestos PI Claims” shall not include any Claim against a Quigley Person or any Pfizer
Protected Party for benefits under any government-mandated workers’ compensation system.
“Asbestos PI Claims” shall include, without limitation, Indirect Asbestos PI Claims, Asbestos PI
Deficiency Claims and Trust Expenses.

               “Asbestos PI Claims Services Agreement” means the agreement, to be dated as of
the Effective Date, by and between Reorganized Quigley and the Asbestos PI Trust, pursuant to
which Reorganized Quigley will manage and process the Asbestos PI Claims on behalf of the
Asbestos PI Trust, in substantially the form annexed hereto as Exhibit J.

               “Asbestos PI Deficiency Claim” means with respect to each Secured Bond Claim,
the amount of any Final Judgment obtained by the holder of such Claim that exceeds the
amounts received on account of the supersedeas bond securing the Secured Bond Claim at such
time as the holder obtains such Final Judgment against Quigley or Reorganized Quigley, as the
case may be, as described in Section 4.2(b), (c), (d), or (e), as applicable.


10435617.8
                                                –4–
                “Asbestos PI Insurer Coverage Defenses” means any and all rights and defenses
at law or in equity that any Asbestos Insurance Entity may have under any Shared Asbestos
Insurance Policy, any other insurance policy, any Insurance Settlement Agreement, any other
settlement agreement with any Asbestos Insurance Entity, or applicable non-bankruptcy law to a
Claim seeking insurance coverage for or on account of any Asbestos PI Claims that have been
channeled to or have been or will be assumed or incurred by the Asbestos PI Trust pursuant to
the Plan, including, without limitation, any rights or defense based on the terms of the Plan or the
Plan Documents or the manner in which the Plan or Plan Documents were negotiated; provided,
however, that Asbestos PI Insurer Coverage Defenses shall not include any right or defense that
(1) the Plan or any of the Plan Documents do not comply with the Bankruptcy Code, (2) is based
on the assertion that either the Quigley Insurance Transfer or the Insurance Relinquishment
Agreement is invalid or unenforceable or otherwise is prohibited; or (3) has been released,
waived, altered or otherwise resolved in any Insurance Settlement Agreement, any other
settlement agreement or by binding adjudication.

                “Asbestos PI Trust” means the asbestos 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 PI Trust Agreement, which trust shall be treated as a
“qualified settlement fund” under section 468B of the Internal Revenue Code.

                “Asbestos PI Trust Agreement” means the agreement, to be dated as of the
Effective Date, between and among Reorganized Quigley, the Trustees of the Asbestos PI Trust,
the Future Demand Holders’ Representative and the Trust Advisory Committee, governing the
creation of the Asbestos PI Trust, in substantially the form annexed hereto as Exhibit A.

              “Asbestos PI Trust Assets” means, collectively: (i) the Pfizer Contribution; (ii) the
Quigley Contribution; and (iii) all proceeds of the foregoing.

               “Asbestos PI Trust Distribution Procedures” means the trust distribution
procedures for the Asbestos PI Trust, in substantially the form annexed hereto as Exhibit B, and
such additional procedures as subsequently may be adopted by the Asbestos PI Trust, which
provide for the liquidation and satisfaction of Asbestos PI Claims.

              “Asbestos PI Trust Documents” means the Asbestos PI Trust Agreement, the
Trust Bylaws, the Trust Indemnification Agreement and the other agreements, instruments and
documents governing the establishment and administration of the Asbestos PI Trust, as the same
may be amended or modified from time to time, in accordance with the terms thereof.

               “Asbestos Protected Party” means any of the following:

               (a)     any Quigley Person;

               (b)     Reorganized Quigley;

               (c)     any Pfizer Protected Party and any other Entity that is alleged to be
directly or indirectly liable for the conduct of, Claims against or Demands on Quigley to the
extent such alleged liability arises by reason of—


10435617.8
                                               –5–
                    (i)      the Pfizer Protected Party’s or other Entity’s ownership of a financial
interest in Quigley, a past or present Affiliate of Quigley, Reorganized Quigley or a predecessor
in interest of Quigley or Reorganized Quigley;

                  (ii)     the Pfizer Protected Party’s or other Entity’s involvement in the
management of Quigley, Reorganized Quigley or a predecessor in interest of Quigley or
Reorganized Quigley, or service as an officer, director or employee of Quigley, Reorganized
Quigley or a Related Party; or

                  (iii)     the Pfizer Protected Party’s or other Entity’s involvement in a
transaction changing the corporate structure, or in a loan or other financial transaction affecting
the financial condition, of Quigley, Reorganized Quigley or a Related Party, including but not
limited to—

                     a.          involvement in providing financing (debt or equity), or advice to
an Entity involved in such a transaction; or

                      b.         acquiring or selling a financial interest in an Entity as part of
such a transaction.

                “Asbestos Records” means all of the books and records of Quigley, Reorganized
Quigley, Pfizer and its Affiliates, wherever such books and records are located, to the extent that
such books and records relate to any Asbestos PI Trust Asset or any Asbestos PI Claim,
including, without limitation: (a) historical claims data relating to Asbestos PI Claims; (b) sales
records of Quigley relating to asbestos or asbestos-containing products formerly made, used or
sold by Quigley; and (c) insurance policies, agreements, claim forms and any other records
relating to the Quigley Transferred Insurance Rights.

               “Asbestos Record Party” means each Entity whose books and records, or any
portion thereof, are Asbestos Records.

               “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 Quigley (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.

                “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C.§ 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.



10435617.8
                                               –6–
               “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.

              “Bar Date” means September 15, 2005, the date fixed by order of the Bankruptcy
Court dated July 26, 2005, by which a holder of a Claim against Quigley (other than a holder of
an “Excluded Claim,” as defined in Quigley’s Notice Of Deadline For Filing Proofs Of Claim
For Non-Asbestos Claims) must have filed 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 Quigley and/or the Estate, arising under any provision
of the Bankruptcy Code or other applicable law.

              “Chapter 11 Case” means Quigley’s case under chapter 11 of the Bankruptcy
Code, captioned In re Quigley Company, Inc., Case No. 04–15739 (SMB), 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 Wells Fargo Trumbull.

             “Claims Objection Bar Date” means, for all Claims against Quigley (other than
Asbestos PI Claims), 270 days after the Effective Date, unless extended by order of the
Bankruptcy Court prior to the expiration thereof.


10435617.8
                                               –7–
               “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 $100 per share,
of Quigley issued and outstanding as of the Petition Date.

               “Confidentiality Injunction” means the injunction described in Section 11.11 of
this Plan.

                “Confirmation Date” means the date the Confirmation Order is entered on the
docket maintained by the Clerk of the District Court or the Bankruptcy Court, as applicable, with
respect to the Chapter 11 Case.

                “Confirmation Hearing” means the hearing to be held by the Bankruptcy Court
and/or District 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, as the context requires, the order or orders of the
District Court confirming the Plan under section 1129 of the Bankruptcy Code or affirming an
order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code,
which shall contain, among other things, the Asbestos PI Channeling Injunction, the Settling
Asbestos Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the
Confidentiality Injunction and the Dividend Injunction.

              “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of management, policies, or activities of an 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 applicable non-
bankruptcy 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 PI Claims;
and (iii) pursuant to the Plan, is to be paid by the Asbestos PI Trust.


10435617.8
                                              –8–
                “DIP Claim” means Pfizer’s Claim arising under the Senior Secured Loan Facility
for all advances made on or 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 Quigley, 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 (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.

               “Disputed Claim” means a Claim, or any portion thereof, against Quigley that is
neither Allowed nor Disallowed (other than Asbestos PI Claims) or is contingent, disputed or
unliquidated (other than an Asbestos PI Claim).

              “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 to the holders of Allowed Claims.

               “District Court” means the United States District Court for the Southern District
of New York.

               “Dividend Injunction” means the injunction described in Section 11.12 of the
Plan.

                “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 law 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,
company, corporation, limited liability company, partnership, association, joint stock company,
joint venture, estate, trust, unincorporated organization, or government or any political
subdivision thereof.


10435617.8
                                              –9–
              “Equity Interests” means all right, title and interest of Pfizer in the issued and
outstanding shares of the Common Stock.

              “Estate” means the estate created in Quigley’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) the sum of (i) all Cash and short term Cash investments held by Quigley and (ii) the Pfizer
Tax Sharing Receivable outstanding, 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 $1,000,000 (or such other amount as Quigley, after consultation with the Future
Demand Holders’ Representative and the Creditors’ Committee, determines it requires for
working capital purposes); (ii) the Allowed Amount of Allowed Administrative Claims; (iii) a
reasonable estimate by Quigley of additional Administrative Claims (including, but not limited
to, 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 Tax 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 Pfizer Secured Claim minus $30
million; (x) the Allowed Amount of all Unsecured Claims multiplied by the Payment Percentage;
and (xi) 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 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 to finance its general
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 compensation 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 October 8, 2004, as supplemented by the Orders Under 11 U.S.C. § 105(a) and Fed. R.
Bankr. P. 9006 and Local Rule 9074-1(b) Authorizing Extension of Term of Postpetition
Financing Approved by Order of this Court Entered October 8, 2004, entered by the Bankruptcy
Court on July 25, 2005, March 1, 2006, September 12, 2006, February 28, 2007, October 2, 2007
and March 6, 2008.


10435617.8
                                             – 10 –
               “Final Judgment” or “Final Order” means a judgment or an order, as the case may
be, 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, (i)(a) such judgment or order shall have been affirmed
by the highest court to which such judgment or order was appealed, or (b) 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, or (ii) such appeal, writ of certiorari, or request for reargument
or rehearing shall have been dismissed with prejudice by the filing or seeking party.

             “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 court-
appointed 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 PI Claims channeled to the Asbestos PI Trust.

               “Hatchett” means George L. Hatchett.

                “Hatchett Bond” means the supersedeas bond in the amount of $174,624.87, dated
March 31, 2004, and any other such bond, securing Hatchett’s judgment against Quigley in the
civil action styled George L. Hatchett, et al. v. Owens Corning, et al., to the extent of the value of
the Hatchett Bond. The “Hatchett Bond” is not property of, or secured by property of, Quigley’s
estate.

              “Hatchett Secured Claim” means the Claim of Hatchett based on the judgment
obtained by Hatchett in the civil action styled George L. Hatchett, et al. v. Owens Corning, et al.

              “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 PI Claim” means an Claim or Demand that 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 arising out of or related to an Asbestos PI Claim;
provided, however, that “Indirect Asbestos PI Claims” shall not include Count I of the complaint
in the pending action styled Certain Underwriters at Lloyd’s, London, et al. v. Allstate Insurance
Co., et al., Index No. 603900/001 (NY Supreme Court, County of New York).

10435617.8
                                               – 11 –
               “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 Relinquishment Agreement” means the agreement, to be dated as of
the Effective Date, by and between Quigley and Pfizer, substantially in the form annexed hereto
as Exhibit K.

                “Insurance Settlement Agreements” means the agreements listed on the annexed
Exhibit F, as such exhibit may be amended, supplemented, or otherwise modified by Quigley
from time to time prior to the Confirmation Date; provided, however, that the defined term
“Insurance Settlement Agreements” shall not include the AIG Insurance Settlement Agreement
or any insurance settlement agreement related solely to the Shared Asbestos-Excluded Insurance
Policies or the Shared Asbestos-Excluded Claims-Made Insurance Policies.

              “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
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.

                “Non-Settling Asbestos Insurance Entity” means an Asbestos Insurance Entity
that is not a Settling Asbestos Insurance Entity.

               “Non-Settling Asbestos Insurance Entity Injunction” means the injunction
described in Section 11.8 of the Plan.


10435617.8
                                              – 12 –
               “Other Secured Bond Claims” means, collectively, all Secured Bond Claims against
Quigley, other than the Secured Bond Claims included in Classes 2.02 through 2.05, that are based
on a prepetition judgment obtained by a claimant against Quigley for an asbestos personal injury
claim and are secured, in whole or in part, by a supersedeas bond.

               “Payment Percentage” means the initial payment percentage, in effect on the
Effective Date, of full liquidated value that holders of Asbestos PI Claims will be entitled to
receive from the Asbestos PI Trust pursuant to the Asbestos PI Trust Distribution Procedures,
which shall be 7.5%.

               “Pending Appeal” means collectively, with respect to a Secured Bond Claim:
(a) the pending appeal from the judgment underlying such Claim; (b) any further proceedings
ordered, required or held on remand from such pending appeal; and (c) any appeal, petition for a
writ of mandamus or certiorari, request for rehearing or reargument thereof, or further
proceedings on remand from any proceeding described herein.

               “Petition Date” means September 3, 2004, the date the Chapter 11 Case was
commenced.

               “Pfizer” means Pfizer Inc., a Delaware corporation.

                 “Pfizer Annuity” means an annuity payable to the Asbestos PI Trust with a total
nominal face value of $45.1 million, payable in equal installments over a period of 41 years, with
the first installment payment payable on the fifth anniversary of the Effective Date.

                 “Pfizer/AIG Annuity” means an annuity payable to the Asbestos PI Trust with a
total nominal face value of $405 million, payable in equal installments over a period of 40 years,
with the first installment payment payable on the Effective Date.

               “Pfizer’s Cash Contribution” means Pfizer’s cash contribution to the Asbestos PI
Trust on the Effective Date in the amount of $50 million.

               “Pfizer Claimant Settlement Agreement” means any settlement agreement entered
into between Pfizer and certain holders of Asbestos PI Claims or their counsel, pursuant to which
the holders of such Claims agreed to resolve all current and future asbestos personal injury
claims against the Pfizer Protected Parties, with the exception of Quigley.

                “Pfizer Claims Services Agreement” means the agreement, to be dated as of the
Effective Date, by and between Reorganized Quigley and Pfizer, pursuant to which Reorganized
Quigley will manage and process asbestos-related personal injury claims on behalf of Pfizer, in
substantially the form annexed hereto as Exhibit N.

              “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 Reorganized Quigley of the Insurance
Relinquishment Agreement;


10435617.8
                                             – 13 –
                  (b) Pfizer’s contribution to the Asbestos PI Trust of the Pfizer Annuity;

                  (c) Pfizer’s contribution to the Asbestos PI Trust of the Pfizer/AIG Annuity;

                   (d) Pfizer’s agreement to forgive $30 million of the Pfizer Secured Claim as
of the Effective Date;

                  (e) Pfizer’s Cash Contribution;

                   (f) Pfizer’s right, title and interest in the Insurance Settlement Proceeds
Trust, except for Pfizer’s right, title and interest in and to any AIG Payments and any interest
earned thereon, which Quigley shall assign to Pfizer in accordance with 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 PI Trust; provided that, until
the occurrence of the Stock Transfer Date, neither Pfizer, Quigley, nor Reorganized Quigley, as
the case may be, shall (and Pfizer shall not cause Quigley or Reorganized Quigley, as the case
may be, to) declare, issue or otherwise pay any dividend with respect to the common stock of
Quigley; provided further that, following the transfer of 100% of the common stock of
Reorganized Quigley to the Asbestos PI Trust, any dividends that are declared on such common
stock shall be used to fund the Asbestos PI Trust.

              “Pfizer Protected Parties” means: (a) Pfizer; (b) Pfizer’s Affiliates (other than
Quigley) as of the date hereof, including, without limitation, those listed on Schedule 1 hereto;
and (c) Mineral Technologies Inc.

               “Pfizer 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.

             “Pfizer Tax Sharing Receivable” means any amount owed to Quigley or
Reorganized Quigley, as the case may be, by Pfizer under the Tax Sharing Agreement.

               “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 Asbestos PI
Trust Agreement, the Asbestos PI Trust Distribution Procedures, the AIG Assignment
Agreement, the Insurance Relinquishment Agreement, the Asbestos PI Claims Services
Agreement, the Pfizer 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.

10435617.8
                                             – 14 –
                “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
Quigley and Pfizer, which Quigley 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
(as amended on December 6, 2007).

              “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.

               “Products/Completed Operations Coverage” means the coverage afforded under
an insurance policy for claims within the scope of the “products hazard” and/or the “completed
operations hazard” (or any other policy term providing coverage for claims arising from an
insured’s products or reliance on a representation or warranty made with respect to such
products, provided that the alleged injury occurred away from the insured’s premises and after
the insured had relinquished physical possession of such products to others).

               “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 or entity 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, 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 PI Trust, on account of Asbestos 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, except for Quigley’s right, title
and interest in and to any AIG Payments and any interest earned thereon, which Quigley shall
assign to Pfizer in accordance with the AIG Assignment Agreement.

10435617.8
                                               – 15 –
               “Quigley Insurance Transfer” means the transfer, grant, and assignment by
Quigley of the Quigley Transferred Insurance Rights to the Asbestos PI Trust as part of the
Quigley Contribution; provided, however, such transfer, grant and assignment is not, and shall
not be deemed to be, a transfer, grant or assignment of the Shared Asbestos Insurance Policies,
the Insurance Settlement Agreements or any other settlement agreements with any Asbestos
Insurance Entity themselves.

               “Quigley Insurer Receivable” means any unpaid amount Quigley billed to any
insurer prior to the Petition Date pursuant to any Insurance Settlement Agreement and/or the
Products/Completed Operations Coverage under any insurance policy to the extent that it gives
rise to any such amount.

              “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 PI Trust
to acquire 100% of the common stock of Reorganized Quigley, which is exercisable by the
Asbestos PI Trust no earlier than upon the satisfaction of each of the following conditions: (a)
the one-year anniversary of the Effective Date has occurred; and (b) the Asbestos PI Trust has
processed Asbestos PI Claims having an aggregate nominal amount of at least $25 million.

                “Quigley Transferred Insurance Rights” means, subject to the terms and
conditions of the AIG Assignment Agreement and the Insurance Relinquishment Agreement, any
and all of Quigley’s rights, titles, privileges, interests, Claims, demands or entitlements to any
proceeds, payments, initial or supplemental dividends, scheme payments, supplemental scheme
payments, state guaranty fund payments, Causes of Action and choses in action under, for or
related to the following: (a) the Shared Asbestos Insurance Policies, the Insurance Settlement
Agreements, and any other settlement agreements with any Asbestos Insurance Entity; (b) the
Quigley Insurer Receivables; and (c) the Asbestos Insurance Actions; provided, however, that
the Quigley Transferred Insurance Rights shall not include (x) Quigley’s rights, titles, privileges,
interests, Claims, demands or entitlements to any proceeds, payments, initial or supplemental
dividends, scheme payments, supplemental scheme payments, state guaranty fund payments,
Causes of Action and choses in action under, for or related to a Shared Asbestos Insurance
Policy, Insurance Settlement Agreement and/or any other settlement agreement with any
Asbestos Insurance Entity in the event there is a final and binding determination (by settlement
or adjudication) that such Shared Asbestos Insurance Policy, Insurance Settlement Agreement
and/or any other settlement agreement with any Asbestos Insurance Entity does not provide
Products/Completed Operations Coverage for Asbestos PI Claims; (y) the Shared Asbestos
Insurance Policies, the Insurance Settlement Agreements, or any other settlement agreements
with any Asbestos Insurance Entity themselves; and (z) any unpaid amount that Pfizer billed to
any insurer prior to the Petition Date pursuant to any settlement agreement with any Asbestos
Insurance Entity, which shall remain the property of Pfizer as set forth in the Insurance
Relinquishment Agreement.

              “Reaud Bond” means the supersedeas bond in the amount of $8,773,100, and any
other such bond, securing the Reaud Claimants’ judgment against Pfizer and Quigley in civil


10435617.8
                                              – 16 –
action styled Sammy Ray Acker, et al. v. Quigley Co., Inc. et al., to the extent of the value of the
Reaud Bond. The “Reaud Bond” is not property of, or secured by property of, Quigley’s estate.

              “Reaud Claimants” means the claimants represented by Reaud, Morgan & Quinn,
L.L.P. whose Claims are secured by the Reaud Bond.

               “Reaud Secured Claim” means the Claims of the Reaud Claimants based on the
judgment obtained by the Reaud Claimants in civil action styled Sammy Ray Acker, et al. v.
Quigley Co., Inc. et al.

              “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.

               “Related Party” means—

               (a)     a past or present Affiliate of Quigley or Reorganized Quigley;

               (b)     a predecessor in interest of Quigley or Reorganized Quigley; or

               (c)     any Entity that owned a financial interest in—

                       (i)     Quigley or Reorganized Quigley;

                       (ii)     a past or present Affiliate of Quigley or Reorganized Quigley; or

                       (iii)    a predecessor in interest of Quigley or Reorganized Quigley.

               “Released Parties” shall have the meaning ascribed to such term in Section 11.3
of the Plan.

               “Released Parties” shall have the meaning ascribed to such term in Section 11.3
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.




10435617.8
                                               – 17 –
              “Secured Bond Claims” means, collectively: (a) the Reaud Secured Claim, (b)
the Hatchett Secured Claim, (c) the Sherry Secured Claim, and (d) the Other Secured Bond
Claims.

               “Secured Claims” means, collectively, the Pfizer Secured Claim and the Secured
Bond Claims.

                “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; (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; (d) as further amended
on July 15, 2005 pursuant to Amendment No. 5 to Credit and Security Agreement between
Quigley, as borrower, and Pfizer, as lender; (e) as further amended on January 31, 2006 pursuant
to Amendment No. 6 to Credit and Security Agreement between Quigley, as borrower, and
Pfizer, as lender; (f) as further amended on August 9, 2006 pursuant to Amendment No. 7 to
Credit and Security Agreement between Quigley, as borrower, and Pfizer, as lender; (g) as
further amended on January 18, 2007 pursuant to Amendment No. 8 to Credit and Security
Agreement between Quigley, as borrower, and Pfizer, as lender; (h) as further amended on
August 10, 2007 pursuant to Amendment No. 9 to Credit and Security Agreement between
Quigley, as borrower, and Pfizer, as lender; and (i) as further amended on February 14, 2008
pursuant to Amendment No. 10 to Credit and Security Agreement between Quigley, as borrower,
and Pfizer, as lender.

                “Settling Asbestos Insurance Entity” means each Asbestos Insurance Entity
(a) listed on Exhibit F to the Plan, including, without limitation, the AIG Companies, and (b) that
Quigley adds to Exhibit F to the Plan prior to the Confirmation Date. Nothing herein, however,
shall prevent any Asbestos Insurance Entity that enters into an Insurance Settlement Agreement
prior to the Confirmation Date, after first seeking Quigley’s recommendation prior to the
Confirmation Date, from petitioning the Bankruptcy Court for treatment under section 524(g) of
the Bankruptcy Code and this Plan as a “Settling Asbestos Insurance Entity.”

               “Settling Asbestos Insurance Entity Injunction” means the injunction described in
Section 11.7 of the Plan.

                “Shared Asbestos-Excluded Insurance Policies” means the occurrence-based
policies listed on Exhibit D to the Plan, as such exhibit may be amended by Quigley from time to
time prior to the Effective Date.

               “Shared Asbestos Insurance Policies” means the occurrence-based policies listed
on Exhibit C to the Plan, as such exhibit may be amended by Quigley from time to time prior to
the Effective Date.




10435617.8
                                              – 18 –
              “Shared Asbestos-Excluded Claims-Made Insurance Policies” means the claims-
made excess liability policies listed on Exhibit E to the Plan, as such exhibit may be amended by
Quigley from time to time prior to the Effective Date.

               “Sherry” means Edward J. Sherry.

                “Sherry Bond” means the supersedeas bond in the amount of $258,444.80, dated
March 31, 2004, and any other such bond, securing Sherry’s judgment against Quigley in the
civil action styled Edward J. Sherry, et al. v. Owens Corning, et al., to the extent of the value of
the Sherry Bond. The “Sherry Bond” is not property of, or secured by property of, Quigley’s
estate.

              “Sherry Secured Claim” means the Claim of Sherry based on the judgment
obtained by Sherry in the civil action styled Edward J. Sherry, et al. v. Owens Corning, et al.

               “Solicitation Procedures Order” means the order entered by the Bankruptcy Court
on March 28, 2008, which, among other things, 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 PI Claims.

               “Stock Transfer Date” means the date on which the Quigley Stock Right is
exercised. Notwithstanding anything to the contrary contained in the Plan, if the Bankruptcy
Court confirms the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Stock Transfer
Date shall occur on the Effective Date.

              “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.

               “Trust Advisory Committee” means the Trust Advisory Committee established
pursuant to the terms of the Plan and the Asbestos PI Trust Agreement.

               “Trust Bylaws” means the Quigley Company, Inc. Asbestos PI Trust Agreement
Bylaws, effective as of the Effective Date, substantially in the form as Exhibit B attached to the
Asbestos PI Trust Agreement, as such bylaws may be amended or modified from time to time in
accordance with the terms of the Asbestos PI Trust Agreement.

               “Trustee” means an individual appointed by the Bankruptcy Court to serve as one
of the trustees of the Asbestos PI Trust pursuant to the terms of the Plan and the Asbestos PI
Trust Agreement or who subsequently may be appointed pursuant to the terms of the Asbestos PI
Trust Agreement.

              “Trust Expenses” means any of the liabilities, costs, or expenses of, or imposed
upon, or assumed by the Asbestos PI Trust (other than liabilities to holders of Asbestos PI
Claims in respect of such Asbestos PI Claims), as incurred in accordance with the provisions of
the Asbestos PI Trust Agreement.


10435617.8
                                              – 19 –
                 “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 other Pfizer Protected Parties, and the managing Trustee
of the Asbestos PI Trust, substantially in the form as Exhibit A attached to the Asbestos 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 Administrative Claim, a
Priority Claim, a Priority Tax Claim or an Asbestos 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
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.


10435617.8
                                               – 20 –
              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 PI Trust Agreement, the Asbestos 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, the members of the Creditors’ Committee, the Future Demand Holders’
Representative and Representatives of certain other holders of Asbestos 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 Quigley 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
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 by Reorganized Quigley 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 Quigley’s classification of Claims and Equity Interests.

                Section 2.2 Summary of Classification of Claims and Equity Interests. A
Claim or Equity Interest is placed in a particular Class only to the extent that the Claim or Equity
Interest falls within the description of that Class, and is classified in other Classes to the extent
that any portion of the Claim or Equity Interest falls within the description of such other Classes.
A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to
the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has
not been paid, released, or otherwise settled prior to the Effective Date.

              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

10435617.8
                                               – 21 –
Claims (other than Administrative Claims (including Fee Claims), the DIP Claim, and Priority
Tax Claims, which are not classified) against and Equity Interests in Quigley are classified as
follows:


  CLASS                     CLASS NAME                                  STATUS
Class 1        Priority Claims                              Unimpaired – not entitled to vote
Class 2        Secured Claims
                 Class 2.01: Pfizer Secured Claim           Impaired – entitled to vote
                 Class 2.02: Reaud Secured Claim            Unimpaired – not entitled to vote
                 Class 2.03: Hatchett Secured Claim         Unimpaired – not entitled to vote
                 Class 2.04: Sherry Secured Claim           Unimpaired – not entitled to vote
                 Class 2.05: Other Secured Bond Claims      Unimpaired – not entitled to vote
Class 3        Unsecured Claims                             Impaired – entitled to vote
Class 4        Asbestos PI Claims                           Impaired – entitled to vote
Class 5        Equity Interests in Quigley                  Impaired – entitled to vote

              Section 2.3    Classification.

                     (a)     Class 1: Priority Claims. Class 1 consists of all Priority Claims.

                     (b)   Class 2: Secured Claims. Class 2 consists of separate subclasses
for each Secured Claim. Each subclass is deemed to be a separate class for all purposes under
the Bankruptcy Code.

                             (i)     Class 2.01: Pfizer Secured Claim

              Class 2.01 consists of the Pfizer Secured Claim.

                             (ii)    Class 2.02: Reaud Secured Claim

              Class 2.02 consists of the Reaud Secured Claim

                             (iii)   Class 2.03: Hatchett Secured Claim

              Class 2.03 consists of the Hatchett Secured Claim.

                             (iv)    Class 2.04: Sherry Secured Claim

              Class 2.04 consists of the Sherry Secured Claim.

                             (v)     Class 2.05: Other Secured Bond Claims

              Class 2.05 consists of all Other Secured Bond Claims.

                     (c)     Class 3: Unsecured Claims. Class 3 consists of all Unsecured
Claims.


10435617.8
                                               – 22 –
                        (d)   Class 4: Asbestos PI Claims. Class 4 consists of all Asbestos PI
Claims.

                        (e)   Class 5: Equity Interests in Quigley. Class 5 consists of all Equity
Interests in Quigley.

                                          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 Section 3.2 of this Plan)
shall receive Cash in an amount equal to the unpaid portion of such Allowed Administrative
Claims, in full satisfaction, settlement 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 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 Quigley 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. If the application for payment of the Fee Claim is granted by the
Bankruptcy Court, the Allowed Fee Claim shall be paid in Cash in such amounts as Allowed by
the Bankruptcy Court within ten (10) days of the date of becoming an Allowed Fee Claim.

                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 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 in an amount equal to the unpaid portion 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 non-

10435617.8
                                              – 23 –
bankruptcy 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 and discharge of and in exchange for such
Claim: (a) Cash equal to the Allowed Amount of the DIP Claim; or (b) such other treatment as
Quigley 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
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 –Secured Claims. Each Class 2 Secured Claim shall be
treated as a separate class for purposes of voting on, implementing, and consummating the Plan,
and each holder of an Allowed Class 2 Secured Claim shall receive the treatment set forth below.

                      (a)     Class 2.01: Pfizer Secured Claim

              On or before the Initial Distribution Date, Pfizer, as the holder of the Pfizer
Secured Claim, shall receive in full satisfaction, settlement and discharge of and in exchange for
such Claim, Cash equal to: (a) 100% of the Allowed Amount of the Allowed Pfizer Secured
Claim minus (b) $30 million, which amount Pfizer shall forgive as part of the Pfizer
Contribution.



10435617.8
                                              – 24 –
               Class 2.01 is Impaired under the Plan. Pfizer, the holder of the Pfizer Secured
Claim, shall be entitled to vote to accept or reject the Plan.

                      (b)     Class 2.02: Reaud Secured Claim

               On the Effective Date, the Reaud Claimants, as the holders of the Reaud Secured
Claim, shall be entitled to proceed with the Pending Appeal of the judgment underlying the
Reaud Secured Claim to Final Judgment as provided for under the terms of the Reaud Bond and
in accordance with applicable law. If the Final Judgment is ultimately entered against Quigley or
Reorganized Quigley, as the case may be, the Reaud Claimants shall be entitled to seek payment
of the Final Judgment from the Reaud Bond. If, after application of the amounts received on
account of the Reaud Bond to the Final Judgment, the Reaud Claimants hold an Asbestos PI
Deficiency Claim, the sole recourse of the Reaud Claimants for such Asbestos PI Deficiency
Claim shall be to proceed against the Asbestos PI Trust in accordance with the Asbestos PI Trust
Distribution Procedures. If the Final Judgment ultimately reverses any extant judgment against
Quigley, then any remaining Asbestos PI Claim that any of the Reaud Claimants may have shall
automatically and without further act, deed or court order be channeled to and assumed by the
Asbestos PI Trust in accordance with and to the extent set forth in Articles IX and XI of the Plan.

               Class 2.02 is not Impaired under the Plan. The Reaud Claimants, as the holders of
the Reaud Secured Claim, is deemed to have accepted the Plan and is therefore not entitled to
vote to accept or reject the Plan.

                      (c)     Class 2.03: Hatchett Secured Claim

                On the Effective Date, Hatchett, as the holder of the Hatchett Secured Claim, shall
be entitled to proceed with the Pending Appeal of the judgment underlying the Hatchett Secured
Claim to Final Judgment as provided for under the terms of the Hatchett Bond and in accordance
with applicable law. If the Final Judgment is ultimately entered against Quigley or Reorganized
Quigley, as the case may be, Hatchett shall be entitled to seek payment of the Final Judgment
from the Hatchett Bond. If, after application of the amounts received on account of the Hatchett
Bond to the Final Judgment, Hatchett holds an Asbestos PI Deficiency Claim, the sole recourse
of Hatchett for such Asbestos PI Deficiency Claim shall be to proceed against the Asbestos PI
Trust in accordance with the Asbestos PI Trust Distribution Procedures. If the Final Judgment
ultimately reverses any extant judgment against Quigley, then any remaining Asbestos PI Claim
that Hatchett may have shall automatically and without further act, deed or court order be
channeled to and assumed by the Asbestos PI Trust in accordance with and to the extent set forth
in Articles IX and XI of the Plan.

                Class 2.03 is not Impaired under the Plan. Hatchett, as the holder of the Hatchett
Secured Claim, is deemed to have accepted the Plan and is therefore not entitled to vote to accept
or reject the Plan.

                      (d)     Class 2.04: Sherry Secured Claim

               On the Effective Date, Sherry, as the holder of the Sherry Secured Claim, shall be
entitled to proceed with the Pending Appeal of the judgment underlying the Sherry Secured
Claim to Final Judgment as provided for under the terms of the Sherry Bond and in accordance
10435617.8
                                              – 25 –
with applicable law. If the Final Judgment is ultimately entered against Quigley or Reorganized
Quigley, as the case may be, Sherry shall be entitled to seek payment of the Final Judgment from
the Sherry Bond. If, after application of the amounts received on account of the Sherry Bond to
the Final Judgment, Sherry holds an Asbestos PI Deficiency Claim, the sole recourse of Sherry
for such Asbestos PI Deficiency Claim shall be to proceed against the Asbestos PI Trust in
accordance with the Asbestos PI Trust Distribution Procedures. If the Final Judgment ultimately
reverses any extant judgment against Quigley, then any remaining Asbestos PI Claim that Sherry
may have shall automatically and without further act, deed or court order be channeled to and
assumed by the Asbestos PI Trust in accordance with and to the extent set forth in Articles IX
and XI of the Plan.

                Class 2.04 is not Impaired under the Plan. Sherry, as the holder of the Sherry
Secured Claim, is deemed to have accepted the Plan and is therefore not entitled to vote to accept
or reject the Plan.

                       (e)    Class 2.05: Other Secured Bond Claims

                 On the Effective Date, any holder of an Other Secured Bond Claim shall be
entitled to the same treatment as the holders of the Secured Claims in Classes 2.02 through 2.04.

                Class 2.05 is not Impaired under the Plan. The holders of any Other Secured
Bond Claim are deemed to have accepted the Plan and are therefore not 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 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 to the extent and in the manner provided in
the Solicitation Procedures Order.

                Section 4.4 Class 4 – Asbestos PI Claims. As of the Effective Date, liability
for all Class 4 Claims shall automatically and without further act, deed or court order be
channeled to and assumed by the Asbestos PI Trust in accordance with, and to the extent set
forth in, Articles IX and XI of the Plan and the Plan Documents. Each Asbestos PI Claim shall
be determined and paid in accordance with the terms, provisions and procedures of the Asbestos
PI Trust Agreement and the Asbestos PI Trust Distribution Procedures. The Asbestos PI Trust
shall be funded in accordance with the provisions of Section 9.3 of the Plan. Except as set forth
in Section 11.6(b)(ix) of the Plan, the sole recourse of the holder of an Asbestos PI Claim on
account of such Claim shall be to the Asbestos PI Trust and each holder shall have no right
whatsoever at any time to assert its Asbestos PI Claim against any Asbestos Protected Party, or,
subject to the terms of Section 11.7 below, a Settling Asbestos Insurance Entity, or, subject to the
terms of Section 11.8 below, a Non-Settling Asbestos Insurance Entity.

10435617.8
                                              – 26 –
                Pfizer has waived and shall be deemed to have waived any and all obligations or
requirements of holders of Asbestos PI Claims who become Settling Plaintiffs under the terms of
the Pfizer Claimant Settlement Agreements to reduce the amount of distributions they are
entitled to receive from the Asbestos PI Trust; provided, however, that such waiver shall be null
and void and of no further force and effect in the event that the Effective Date does not occur.

               Class 4 is Impaired under the Plan. Each holder of an Asbestos 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 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, including each holder of an Asbestos PI
Claim, in each Impaired Class of Claims or Equity Interests shall be entitled to vote separately to
accept or reject the Plan 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 PI Channeling Injunction and
the Settling Asbestos 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% in number of those holders of 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 does not discriminate unfairly
and provides fair and equitable treatment to any impaired Class of Claims or Equity Interests


10435617.8
                                              – 27 –
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.

              Section 5.5 Acceptance by Unimpaired Class. Class 1 (Priority Claims), Class
2.02 (Reaud Secured Claim), Class 2.03 (Hatchett Secured Claim), Class 2.04 (Sherry Secured
Claim), and Class 2.05 (Other Secured Bond Claims) are Unimpaired under the Plan and are
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 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 PI CLAIMS

                Section 6.1 Distributions. Reorganized Quigley shall make all Distributions
required under the Plan as provided under this Article VI. Distributions on account of Allowed
Claims other than Asbestos 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).
All distributions on account of Asbestos PI Claims shall be made in accordance with the terms of
the Asbestos PI Trust Agreement and the Asbestos 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 have 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.

10435617.8
                                               – 28 –
               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 reissuance 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

10435617.8
                                              – 29 –
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 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, Assumed or Assumed and 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 by Reorganized
Quigley. 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

10435617.8
                                             – 30 –
assigned, as the case may be. Quigley shall provide notice of any amendments to the list of
Executory Contracts contained in the Plan 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 non-
Debtor 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 under the Plan 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 filed by Quigley to reject such contract.

                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 use its commercially reasonable efforts
to maintain or procure 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.

10435617.8
                                              – 31 –
                                         ARTICLE VIII

                              PROCEDURES FOR RESOLVING
                            AND TREATING DISPUTED CLAIMS
                            OTHER THAN ASBESTOS PI CLAIMS

               Section 8.1 Disputed Claims. All Disputed Claims against Quigley shall be
subject to the provisions of this Article VIII. All Asbestos PI Claims shall be determined and
paid by the Asbestos PI Trust in accordance with the Asbestos PI Trust Agreement and the
Asbestos PI Trust Distribution Procedures. Only the Asbestos PI Trust will have the right to
resolve Asbestos PI Claims.

               Section 8.2 Objection Deadline. Unless otherwise ordered by the Bankruptcy
Court, objections to Claims other than Asbestos PI Claims shall be filed with the Bankruptcy
Court or District Court, as applicable, 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 file, litigate to final
judgment, settle, or withdraw objections to Disputed 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 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 for all purposes to have occurred simultaneously:

                      (a)     any Distributions required to be made on the Effective Date;

                      (b)     establishment of the Asbestos PI Trust; and



10435617.8
                                             – 32 –
                   (c)    the effectiveness and binding effect of the Amended Charter
Documents upon Reorganized Quigley.

               Section 9.3    The Asbestos PI Trust.

                       (a)     Creation of the Asbestos PI Trust. On the Effective Date, the
Asbestos PI Trust shall be created in accordance with the Plan Documents. The Asbestos 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 PI Trust shall be to assume all Asbestos PI Claims (whether now existing or arising at
any time hereafter) and to use the Asbestos PI Trust Assets to pay holders of Asbestos PI Claims
in accordance with the Asbestos PI Trust Agreement and the Asbestos PI Trust Distribution
Procedures, and in such a way that provides reasonable assurance that the Asbestos PI Trust shall
value and be in a financial position to pay present and future Asbestos 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) of the Bankruptcy Code. On the Effective Date, subject to
the terms of the Pfizer Contribution and except as otherwise provided with respect to the Quigley
Stock Transfer, all right, title and interest in and to the Asbestos PI Trust Assets and any
proceeds thereof will be transferred to and vested in the Asbestos 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 Creditors’ Committee and the Future Demand Holders’ Representative, in consultation with
Quigley, shall nominate the three initial Trustees of the Asbestos PI Trust, one of which shall be
a resident of the State of New York (if a natural person) or have a principal place of business in
the State of New York (in all other cases). The Confirmation Order shall constitute an order of
the Bankruptcy Court appointing the initial Trustees to serve as Trustees of the Asbestos PI Trust
in accordance with the Asbestos PI Trust Agreement, effective as of the Effective Date.

                      (c)   Appointment of Trust Advisory Committee Members. Prior to or
at the Confirmation Hearing, the Creditors’ Committee, in consultation with Quigley and the
Future Demand Holders’ Representative, shall nominate the five 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 PI Trust
Agreement.

                       (d)    Contributions to the Asbestos PI Trust or Reorganized Quigley.
On or after the Effective Date, Reorganized Quigley and Pfizer shall make the Quigley
Contribution and Pfizer Contribution, respectively, to the Asbestos PI Trust or Reorganized
Quigley, as applicable. The Asbestos PI Trust shall perform all obligations of Quigley with
respect to the Quigley Transferred Insurance Rights.

                    (e)    Insurance Relinquishment Agreement. On or before the Effective
Date, Quigley or Reorganized Quigley, as the case may be, shall execute and deliver to Pfizer


10435617.8
                                             – 33 –
and Pfizer shall execute and deliver to Quigley or Reorganized Quigley, as the case may be, the
Insurance Relinquishment Agreement.

                       (f)       Transfer of Claims and Demands to the Asbestos PI Trust. On the
Effective Date, all liabilities, obligations, Demands and responsibilities relating to all Asbestos
PI Claims shall be transferred and channeled to the Asbestos PI Trust.

                      (g)     Asbestos PI Claims Services Agreement. On or before the
Effective Date, Quigley or Reorganized Quigley, as the case may be, and the Asbestos PI Trust
shall execute the Asbestos PI Claims Services Agreement.

                     (h)   Pfizer Claims Services Agreement. On or before the Effective
Date, Quigley or Reorganized Quigley, as the case may be, and Pfizer shall execute the Pfizer
Claims Services Agreement.

                       (i)     Discharge of Liabilities to Holders of Asbestos 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 PI Trust of the Asbestos PI Trust Assets on or after
the Effective Date, as contemplated by the Plan, shall, among other things, discharge all
obligations and Liabilities of Quigley and Reorganized Quigley for and in respect of all Asbestos
PI Claims. On the Effective Date, the Asbestos PI Trust shall assume all Asbestos PI Claims and
shall pay the Asbestos PI Claims in accordance with the Asbestos PI Trust Distribution
Procedures.

                      (j)     Indemnification by the Asbestos PI Trust. As and to the extent
provided in the Trust Indemnification Agreement, the Asbestos 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.

                     (k)     Transfer of the Common Stock of Reorganized Quigley to the
Asbestos PI Trust. On the Stock Transfer Date, Pfizer shall transfer 100% of the common stock
of Reorganized Quigley to the Asbestos PI Trust.

                       (l)    Books and Records. On the Effective Date, and in accordance
with instructions to be provided by the Asbestos PI Trust, the Asbestos Record Parties shall
transfer the Asbestos Records or cause the same to be transferred to the Asbestos PI Trust. The
Asbestos Records may be used by the Asbestos PI Trust and its Representatives to assist in the
processing and determination of, objection to, or otherwise in connection with, Asbestos PI
Claims pursuant to the Asbestos PI Trust Distribution Procedures and in connection with any
Quigley Transferred Insurance Rights. The Asbestos PI Trust shall treat the Asbestos Records as
confidential and shall not voluntarily waive any attorney-client, work product or other privilege
applicable to the Asbestos Records without the written consent of the transferring Asbestos
Record Parties. The Asbestos PI Trust shall cooperate with each Asbestos Record Party with
respect to the Asbestos Records to the extent necessary for such Asbestos Record Party to
comply with any discovery, subpoena, or other process.

               Section 9.4 Reorganized Quigley’s Obligations under the Plan. From and after
the Effective Date, Reorganized Quigley shall perform the obligations of Quigley under the Plan.
10435617.8
                                              – 34 –
                Section 9.5 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 Entities as may, in the discretion of the Board of
Directors of Reorganized Quigley, be appropriate.

                Section 9.6 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 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 individuals selected by the Trustees.

                Section 9.7 Exit Facility. On the Effective Date, Quigley may, as necessary,
enter into the Exit Facility, which shall be secured by a Lien on all of Reorganized Quigley’s
assets that are not being transferred to the Asbestos PI Trust hereunder.

             Section 9.8 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.

                Section 9.9 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 PI Trust under the Plan), as the case may be, shall be
discharged.

               Section 9.10 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.


10435617.8
                                             – 35 –
               Section 9.11 AIG Assignment Agreement. On the Effective Date, Reorganized
Quigley shall execute and deliver to Pfizer the AIG Assignment Agreement, pursuant to which
Reorganized 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 (except for the Quigley Contribution)
shall 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, 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, 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 Asbestos PI
Claims, including any Asbestos Insurance Actions, shall be transferred and assigned to the
Asbestos 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 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 PI Trust with respect to such
Asbestos PI Claims, including, but not limited to, setoff, recoupment and any rights under
section 502(d) of the Bankruptcy Code; provided, however, that no such defenses, Causes of
Action, or counterclaims may be asserted against any Pfizer Protected Party. The Asbestos 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 Quigley or Reorganized Quigley of any Claims, Causes of Action, or

10435617.8
                                             – 36 –
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 Quigley Insurance Transfer.Implementation of Quigley Insurance
Transfer. To effectuate the Quigley Contribution, on the Effective Date and without any further
action of the Bankruptcy Court or further act or agreement of any Entity, Quigley shall
irrevocably transfer, grant and assign to the Asbestos PI Trust the Quigley Transferred Insurance
Rights pursuant to the Quigley Insurance Transfer. The Asbestos PI Trust shall assume
responsibility for all obligations of Quigley arising from, under or related to any of the Quigley
Transferred Insurance Rights. The Quigley Transferred Insurance Rights shall be subject to any
and all Asbestos PI Insurer Coverage Defenses. The Quigley Insurance Transfer shall be made
and shall be effective. The Quigley Insurance Transfer shall not be, and shall not be deemed to
be, an assignment of the Shared Asbestos Insurance Policies, the Insurance Settlement
Agreements or any other settlement agreements with Asbestos Insurance Entities themselves.

                      (b)      Institution and Maintenance of Legal and Other Proceedings.
From and after the Effective Date, the Asbestos PI Trust shall be empowered and entitled, in its
sole and absolute discretion, to pursue, compromise or settle its interests in any and all Quigley
Transferred Insurance Rights, including, without limitation, its interests in any and all Asbestos
Insurance Actions. The duties, obligations and liabilities of any Asbestos Insurance Entity under
all insurance policies, all Shared Asbestos Insurance Policies, all Insurance Settlement
Agreements, and all other settlement agreements with Asbestos Insurance Entities are not
diminished, reduced or eliminated by: (i) the discharge of Quigley and Reorganized Quigley
from all Asbestos PI Claims; (ii) the injunctive protection provided to Quigley, Reorganized
Quigley, the Asbestos Protected Parties, and the Settling Asbestos Insurance Entities with respect
to Asbestos PI Claims; or (iii) the assumption of responsibility and liability for all Asbestos PI
Claims by the Asbestos PI Trust. For avoidance of doubt, any and all Asbestos PI Insurer
Coverage Defenses are preserved by and under this Plan.

                       (c)   License Back To Reorganized Quigley. From and after the
Effective Date, Reorganized Quigley shall have a license to collect and use the proceeds of the
Shared Asbestos Insurance Policies (the “License”) only to the extent that (i) Reorganized
Quigley’s collection and use of the proceeds of the Shared Asbestos Insurance Policies does not
reduce the Products/Completed Operations Coverage or any aggregate, per occurrence or other
policy limit of any Shared Asbestos Insurance Policy that is or could potentially be applicable to
Asbestos PI Claims, and (ii) Reorganized Quigley’s collection and use of the proceeds of the
Shared Asbestos Insurance Policies does not in any way interfere with the Asbestos PI Trust’s
exercise of any Quigley Transferred Insurance Rights. The Asbestos PI Trust may terminate this
License at any time if the Asbestos PI Trust deems the termination of the License necessary for
any reason, including, without limitation, to resolve any disputes with insurers concerning any of
the Shared Asbestos Insurance Policies.

                     (d)     Obligations of Reorganized Quigley. At the reasonable direction
and request of the Asbestos PI Trust, and at the cost of the Asbestos PI Trust, Reorganized
Quigley shall (i) use its commercially reasonable efforts to pursue any of the Quigley
Transferred Insurance Rights for the benefit of Asbestos PI Trust; and (ii) immediately transfer

10435617.8
                                             – 37 –
any amounts recovered by Reorganized Quigley under or on account of any of the Quigley
Transferred Insurance Rights to the Asbestos PI Trust; provided, however, that while any such
amounts are held by or under the control of Reorganized Quigley, such amounts shall be held for
the benefit of the Asbestos PI Trust. To the extent permitted by applicable law, Reorganized
Quigley shall cooperate with the Asbestos PI Trust in its pursuit of the Quigley Transferred
Insurance Rights as requested by the Asbestos PI Trust, including, but not limited to, by making
its books, records, employees, agents, and professionals available to the Asbestos PI Trust solely
as they relate to the Quigley Transferred Insurance Rights.Insurance Neutrality. (a) All
Asbestos PI Insurer Coverage Defenses are preserved and nothing in the Plan, the Confirmation
Order, any finding of fact and/or conclusion of law with respect to the Confirmation of the Plan,
or any order or opinion entered on appeal from the Confirmation Order, shall limit the right of
any Asbestos Insurance Entity, in any Asbestos Insurance Action, to assert any Asbestos PI
Insurer Coverage Defense. Notwithstanding anything in this Section 10.4 to the contrary,
nothing in this Section 10.4 shall affect or limit, or be construed as affecting or limiting, (i) the
binding effect of the Plan and the Confirmation Order on Quigley, Reorganized Quigley, or the
Asbestos PI Trust or the beneficiaries of such trust; (ii) the protection afforded to any Settling
Asbestos Insurance Entity by the Settling Asbestos Insurance Entity Injunction; or (iii) the Non-
Settling Asbestos Insurance Entity Injunction.

               (b)    Nothing in this Section 10.4 is intended or shall be construed to preclude
otherwise applicable principles of res judicata or collateral estoppel from being applied against
any Asbestos Insurance Entity with respect to any issue that is actually litigated by such
Asbestos Insurance Entity as part of its objections, if any, to confirmation of the Plan or as part
of any contested matter or adversary proceeding in this Chapter 11 Case.

               Section 10.5 Reduction of Insurance Judgments. Any right, Claim or cause of
action that an insurer would have been entitled to assert under applicable non-bankruptcy law
against any Settling Asbestos Insurance Entity but for the Settling Asbestos Insurance Entity
Injunction shall be treated solely as a setoff claim against the Asbestos PI Trust. Any such right,
Claim, or cause of action to which an insurer may be entitled shall be solely a setoff against any
recovery of the Asbestos PI Trust from that insurer. Under no circumstances shall that insurer
receive an affirmative recovery of funds from the Asbestos PI Trust or any Settling Asbestos
Insurance Entity for such right, Claim, or cause of action. Any setoff in favor of an insurer shall
not constitute a classified or unclassified Claim under this Plan and shall not be subject to or
Impaired by this Plan. Instead, any setoff shall be determined, calculated and applied solely as a
matter of applicable non-bankruptcy law without regard to any other provision of this Plan or
any bankruptcy law or decision.

               Section 10.6 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

10435617.8
                                               – 38 –
addition, on and after the Confirmation Date, Reorganized Quigley 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 10.7 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 Protected Parties, nor the Asbestos 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 Protected
Parties, Reorganized Quigley, nor the Asbestos 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 Asbestos 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
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 Quigley (or any of its predecessors) or any of their respective businesses or operations
that occurred or existed prior to the Effective Date.

               Section 10.8 Title to Asbestos PI Trust Assets. On the Effective Date, title to all
of the Asbestos PI Trust Assets shall vest in the Asbestos PI Trust free and clear of all Claims,
Equity Interests, Encumbrances and other interests of any Entity; provided, however, that title to
the Quigley Stock Right shall vest in the Asbestos PI Trust on the Stock Transfer Date. The
Asbestos PI Trust shall be empowered and entitled to initiate, prosecute, defend, settle, maintain,
administer, preserve, pursue, and resolve all Quigley Transferred Insurance Rights (subject to the
Asbestos PI Coverage Defenses), including without limitation, its interest in any and all Asbestos
Insurance Actions, in the name of the Asbestos PI Trust, the Trustees of the Asbestos PI Trust,
and/or Reorganized Quigley.

                Section 10.9 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

10435617.8
                                                – 39 –
with the Chapter 11 Case, and the Creditors’ Committee shall be deemed dissolved.
Notwithstanding the foregoing, 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 purposes of participating in any: (a) appeal of the Confirmation Order, but only
until such time as the Confirmation Order becomes a Final Order; (b) hearing on a Fee Claim;
and (c) adversary proceeding pending on the Effective Date in which the Creditors’ Committee
was a party. The Future Demand Holders’ Representative also may, at his option, participate in
any: (a) appeal of the Confirmation Order, but only until such time as the Confirmation Order
becomes a Final Order; (b) hearing on a Fee Claim; and (c) adversary proceeding pending on the
Effective Date in which the Future Demand Holders’ Representative was a party.

                 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 Plan and in the Asbestos PI Trust Agreement, to perform the functions specified and
required by that agreement. Upon termination of the Asbestos 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 professionals retained by the Trust Advisory Committee and the Future
Demand Holders’ Representative shall be paid exclusively by the Asbestos PI Trust in
accordance with the terms of the Asbestos 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 10.10 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 10.7(b) of the Plan), any rights, Claims, or Causes of Action accruing to
Quigley 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 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 PI Trust on
the Effective Date.

               The Asbestos 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 PI Trust and the beneficiaries thereof.

                 Section 10.11 Tax Sharing Agreement. The Tax Sharing Agreement shall remain
in effect until the Stock Transfer Date.

10435617.8
                                              – 40 –
                                         ARTICLE XI

                                RELEASES, INJUNCTIONS
                                AND WAIVERS 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 Quigley; (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 and discharge of, all Claims (including, without
limitation, Asbestos 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.

              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
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
PI Trust Distribution Procedures; (iv) the Plan; or (v) the negotiation, formulation and
preparation of the Plan and the other Plan Documents and any of the terms and/or

10435617.8
                                             – 41 –
settlements and compromises reflected in the Plan and the other Plan Documents, except
for gross negligence, willful misconduct, breach of fiduciary duty that resulted in personal
profit at expense of the Estate, or, in the case of attorneys, breaches of professional
responsibility, 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
(a) any Distribution by any holder of a Claim and (b) the Quigley Contribution by the
Asbestos PI Trust shall constitute a waiver and release of any and all causes of action that
such holder, including any holder of an Asbestos PI Claim, 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; provided, however, that the forgoing shall not operate as a waiver
or release from (a) any causes of action arising out of willful misconduct, gross negligence
of any such person or entity, or breach of fiduciary duty by any such person or entity that
resulted in personal profit at expense of the Estate; (b) any claim by any federal, state or
local authority under the Internal Revenue Code or any applicable environmental or
criminal laws; or (c) any contractual obligations arising from or out of a loan or advance
from Quigley to any officer or director of Quigley.

              Section 11.5 Limited Release of Released Parties by Entities Accepting
Distributions Under the Plan. Except as otherwise specifically provided in the Plan or the
Confirmation Order, any Entity 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 Entity
who has accepted the Plan or who is entitled to receive any Distribution pursuant to the
Plan.

              Section 11.6 Asbestos PI Channeling Injunction.

                     (a)    Terms. Subject to Section 11.6(b) below, pursuant to section
524(g) of the Bankruptcy Code, the sole recourse of any holder of an Asbestos PI Claim on
account of such Asbestos PI Claim shall be to the Asbestos PI Trust pursuant to the
provisions of the Asbestos PI Channeling Injunction as described in this Section 11.6 of the
Plan, the Asbestos PI Trust Agreement, and the Asbestos PI Trust Distribution Procedures.
Each such holder shall be enjoined from taking legal action directed against Quigley,
Reorganized Quigley or any other Asbestos Protected Party or the property of any of them
for the purpose of directly or indirectly collecting, recovering or receiving payment or
recovery with respect to such Asbestos PI Claim, other than from the Asbestos PI Trust in
accordance with this Asbestos PI Channeling Injunction and pursuant to the Asbestos PI
Trust Agreement and the Asbestos PI Trust Distribution Procedures.

10435617.8
                                           – 42 –
                     (b)   Reservations. Notwithstanding anything to the contrary
above, this Asbestos PI Channeling 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 PI Claims to assert Asbestos PI Claims against the Asbestos PI Trust in
accordance with the Asbestos 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 PI Trust;

                            (iii) the rights of the Asbestos PI Trust and/or Reorganized
Quigley to take any action with respect to any and all of the Quigley Transferred Insurance
Rights, subject to any applicable Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                          (iv)   the rights of any Entity to which the Asbestos PI Trust,
Reorganized Quigley and/or any Pfizer Protected Party has assigned any of the Quigley
Transferred Insurance Rights to take any action with respect to any such Quigley
Transferred Insurance Right, subject to any applicable Insurance Settlement Agreement,
the Insurance Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                              (v)  the rights of the Asbestos PI Trust, Reorganized
Quigley, any Pfizer Protected Party or any other Entity to assert any Claim, debt,
obligation, or liability for payment against any Settling Asbestos Insurance Entity to the
extent any insurance policies or insurance coverages were not resolved or released in the
Insurance Settlement Agreement or the AIG Insurance Settlement Agreement, as
applicable, with that Settling Asbestos Insurance Entity, subject to any applicable
Insurance Settlement Agreement, the AIG Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                          (vi)   the rights of Pfizer, as defined in the AIG Insurance
Settlement Agreement, to assert or prosecute any Claim, debt, obligation, or liability for
payment against any AIG Company in connection with the implementation, enforcement
or interpretation of the AIG Insurance Settlement Agreement, subject to the AIG
Insurance Settlement Agreement, the Insurance Relinquishment Agreement and any
Asbestos PI Insurer Coverage Defense;

                            (vii) the rights of any Entity to assert or prosecute any
Claim, debt, obligation, or liability for payment against any Asbestos Insurance Entity,
subject to the Quigley Insurance Transfer, any applicable Insurance Settlement
Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
Coverage Defense; and

                                 (viii) the rights of holders of Secured Bond Claims to
prosecute such Claims against Quigley or Reorganized Quigley in accordance with Section
4.2(b), (c), (d), or (e) of the Plan, as applicable.


10435617.8
                                          – 43 –
             Section 11.7 Settling Asbestos 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, and the agreements approved by the Bankruptcy Court,
pursuant to section 524(g) of the Bankruptcy Code, the sole recourse of any holder of an
Asbestos PI Claim on account of such Asbestos PI Claim shall be to the Asbestos PI Trust
pursuant to the provisions of the Settling Asbestos Insurance Entity Injunction as
described in this Section 11.7 of the Plan, the Asbestos PI Trust Agreement, and the
Asbestos PI Trust Distribution Procedures. Each such holder shall be enjoined from
taking legal action directed against any Settling Asbestos Insurance Entity or its property
for the purpose of directly or indirectly collecting, recovering or receiving payment or
recovery with respect to such Asbestos PI Claim, other than from the Asbestos PI Trust in
accordance with this Asbestos PI Channeling Injunction and pursuant to the Asbestos PI
Trust Agreement and the Asbestos PI Trust Distribution Procedures.

                      (b)    Reservations. Notwithstanding anything to the contrary
above, this Settling Asbestos 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 PI Claims to assert Asbestos PI Claims against the Asbestos PI Trust in
accordance with the Asbestos 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 PI Trust;

                            (iii) the rights of the Asbestos PI Trust and/or Reorganized
Quigley to take any action with respect to any and all of the Quigley Transferred Insurance
Rights, subject to any applicable Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                          (iv)   the rights of any Entity to which the Asbestos PI Trust,
Reorganized Quigley and/or any Pfizer Protected Party has assigned any of the Quigley
Transferred Insurance Rights to take any action with respect any such Quigley
Transferred Insurance Right, subject to any applicable Insurance Settlement Agreement,
the Insurance Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                              (v)  the rights of the Asbestos PI Trust, Reorganized
Quigley, any Pfizer Protected Party or any other Entity to assert any Claim, debt,
obligation, or liability for payment against any Settling Asbestos Insurance Entity to the
extent any insurance policies or insurance coverages were not resolved or released in the
Insurance Settlement Agreement or the AIG Insurance Settlement Agreement, as
applicable, with that Settling Asbestos Insurance Entity, subject to any applicable
Insurance Settlement Agreement, the AIG Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;



10435617.8
                                          – 44 –
                          (vi)   the rights of Pfizer, as defined in the AIG Insurance
Settlement Agreement, to assert or prosecute any Claim, debt, obligation, or liability for
payment against any AIG Company in connection with the implementation, enforcement
or interpretation of the AIG Insurance Settlement Agreement, subject to the AIG
Insurance Settlement Agreement, the Insurance Relinquishment Agreement and any
Asbestos PI Insurer Coverage Defense; and

                            (vii) the rights of any Entity to assert or prosecute any
Claim, debt, obligation, or liability for payment against any Asbestos Insurance Entity,
subject to the Quigley Insurance Transfer, any applicable Insurance Settlement
Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
Coverage Defense.

             Section 11.8 Non-Settling Asbestos Insurance Entity Injunction.

                       (a)    Terms. Subject to Sections 11.8(b) and (c) below, in order to
preserve and promote the property of the Estate, pursuant to section 105(a) of the
Bankruptcy Code, holders of Asbestos PI Claims shall have no right whatsoever at any
time to assert their Asbestos PI Claims against a Non-Settling Asbestos Insurance Entity or
any property or interest in property of a Non-Settling Asbestos Insurance Entity. Each
such holder of Asbestos PI Claims shall be enjoined from taking legal action directed
against Non-Settling Asbestos Insurance Entity or its property for the purpose of directly
or indirectly collecting, recovering, or receiving payment or recovery with respect to such
Asbestos PI Claim, other than from the Asbestos PI Trust in accordance with this Non-
Settling Asbestos Insurance Entity Injunction and pursuant to the Asbestos PI Trust
Agreement and the Asbestos PI Trust Distribution Procedures.

                      (b)   Reservations. Notwithstanding anything to the contrary
above, this Non-Settling Asbestos 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 PI Claims to assert Asbestos PI Claims against the Asbestos PI Trust in
accordance with the Asbestos 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 PI Trust;

                            (iii) the rights of the Asbestos PI Trust and/or Reorganized
Quigley to take any action with respect to any and all of the Quigley Transferred Insurance
Rights, subject to any applicable Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                          (iv)   the rights of any Entity to which the Asbestos PI Trust,
Reorganized Quigley and/or any Pfizer Protected Party has assigned any of the Quigley
Transferred Insurance Rights to take any action with respect any such Quigley
Transferred Insurance Right, subject to any applicable Insurance Settlement Agreement,
the Insurance Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;
10435617.8
                                          – 45 –
                              (v)  the rights of the Asbestos PI Trust, Reorganized
Quigley, any Pfizer Protected Party or any other Entity to assert any Claim, debt,
obligation, or liability for payment against any Settling Asbestos Insurance Entity to the
extent any insurance policies or insurance coverages were not resolved or released in the
Insurance Settlement Agreement or the AIG Insurance Settlement Agreement, as
applicable, with that Settling Asbestos Insurance Entity, subject to any applicable
Insurance Settlement Agreement, the AIG Insurance Settlement Agreement, the Insurance
Relinquishment Agreement and any Asbestos PI Insurer Coverage Defense;

                          (vi)   the rights of Pfizer, as defined in the AIG Insurance
Settlement Agreement, to assert or prosecute any Claim, debt, obligation, or liability for
payment against any AIG Company in connection with the implementation, enforcement
or interpretation of the AIG Insurance Settlement Agreement, subject to the AIG
Insurance Settlement Agreement, the Insurance Relinquishment Agreement and any
Asbestos PI Insurer Coverage Defense; and

                            (vii) the rights of any Entity to assert or prosecute any
Claim, debt, obligation, or liability for payment against any Asbestos Insurance Entity,
subject to the Quigley Insurance Transfer, any applicable Insurance Settlement
Agreement, the Insurance Relinquishment Agreement and any Asbestos PI Insurer
Coverage Defense.

                      (c)    Notwithstanding anything in this Section 11.8 to the contrary,
(i) the Non-Settling Asbestos Insurance Entity Injunction is issued solely for the benefit of
the Asbestos PI Trust and not for the benefit of any other Entity, including, but not limited
to, any Non-Settling Asbestos Insurance Entity, and no Non-Settling Asbestos Insurance
Entity is intended to be a third-party beneficiary of the Non-Settling Asbestos Insurance
Entity Injunction; (ii) the Asbestos PI Trust shall have the sole right to enforce the Non-
Settling Asbestos Insurance Entity Injunction; and (iii) the Asbestos PI Trust has the sole
discretion to waive the Non-Settling Asbestos Insurance Entity Injunction as to any
Asbestos PI Claim or any Non-Settling Asbestos Insurance Entity upon express written
notice to such Non-Settling Asbestos Insurance Entity.

                Section 11.9 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, 11.7 and 11.8, respectively, shall not serve to satisfy, discharge, release, or enjoin claims by
any Entity against: (a) the Asbestos PI Trust for payment of Asbestos PI Claims in accordance
with the Asbestos PI Trust Distribution Procedures; or (b) the Asbestos PI Trust for the payment
of Trust Expenses.

               Section 11.10 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 that
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 or enjoin any Settling

10435617.8
                                                – 46 –
Asbestos Insurance Entity from its obligations under the relevant Insurance Settlement
Agreement, other settlement agreement or Shared Asbestos Insurance Policy. Reorganized
Quigley also will indemnify, release and hold harmless each of Pfizer and the other Pfizer
Protected Parties pursuant to the provisions of, and to the extent set forth in, this Plan.

                Section 11.11 Confidentiality Injunction. Neither Reorganized Quigley nor any
other Entity shall cause or purport to permit Reorganized Quigley to make any use of any
information entrusted to Reorganized Quigley by any client of Reorganized Quigley, except as
expressly permitted by the terms of any agreement between Reorganized Quigley and such client
or under applicable law. Reorganized Quigley and any Person harmed or likely to be harmed by
the actual or threatened violation of this Section shall be entitled to enforce the Confidentiality
Injunction through any remedy available under any applicable principle of law or equity.

               Section 11.12 Dividend Injunction. Until the occurrence of the Stock Transfer
Date, neither Pfizer, Quigley, nor Reorganized Quigley, as the case may be, shall (and Pfizer
shall not cause Quigley or Reorganized Quigley, as the case may be, to) declare, issue or
otherwise pay any dividend with respect to the common stock of Quigley.

                                          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 Quigley and Pfizer, after consulting with the Creditors’
Committee and the Future Demand Holders’ Representative, approving the Disclosure Statement
with respect to this Plan as containing adequate information within the meaning of section 1125
of the Bankruptcy Code.

                      (b)    Any order entered by the Bankruptcy Court or the District Court
that modifies, clarifies, or interprets the scope of the Preliminary Injunction Order or the
Asbestos PI Channeling Injunction shall be in form and substance acceptable to Quigley and
Pfizer.

                     (c)      The Confirmation Order shall be in form and substance acceptable
to Quigley and Pfizer, after consulting with the Creditors’ Committee and the Future Demand
Holders’ Representative.

                      (d)     The Confirmation Order shall, among other things:

                               (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);


10435617.8
                                              – 47 –
                            (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 in 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 Quigley prior to the Effective
Date, or whether such interest accrued before or after the Petition Date, is extinguished
completely;

                              (iv)   provide that, as part of the Pfizer Contribution to the
Asbestos PI Trust, Pfizer is obligated to contribute to the Asbestos PI Trust the Pfizer/AIG
Annuity, the Pfizer Annuity, and Pfizer’s Cash Contribution;

                               (v)     provide that, subject to the limitations expressly set forth in
Section 10.4 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;

                               (vi)    authorize the implementation of the Plan in accordance
with its terms;

                              (vii) 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;

                               (viii) approve the other settlements, transactions and agreements
to be effected pursuant to the Plan in all respects;

                               (ix)   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;

                              (x)     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 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
10435617.8
                                               – 48 –
applicable bankruptcy or non-bankruptcy 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;

                             (xi)   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;

                             (xii) 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;

                               (xiii) provide that any attorney-client, work product or other
privilege that applies to the Asbestos Records transferred by the Asbestos Record Parties to the
Asbestos PI Trust shall not be destroyed, waived, or otherwise affected by the transfer of the
Asbestos Records to the Asbestos PI Trust; and

                               (xiv) find that Pfizer has waived and shall be deemed to have
waived any and all obligations or requirements of holders of Asbestos PI Claims who become
Settling Plaintiffs under the terms of the Pfizer Claimant Settlement Agreements to reduce the
amount of distributions they are entitled to receive from the Asbestos PI Trust; provided,
however, that such waiver shall be null and void and of no further force and effect in the event
that the Effective Date does not occur.

                      (e)      In addition to the foregoing, the Confirmation Order shall contain
the following findings of fact and conclusions of law, among others:

                               (i)     The Asbestos PI Trust will have the sole and exclusive
authority as of the Effective Date to defend all Asbestos PI Claims;

                           (ii)    The Quigley Insurance Transfer, the Insurance
Relinquishment Agreement and the AIG Assignment Agreement do not violate any consent-to-
assignment provisions of any Shared Asbestos Insurance Policy, any Insurance Settlement
Agreement, the AIG Insurance Settlement Agreement or any other applicable insurance policy,
agreement, or contract;

                              (iii) The Quigley Insurance Transfer pursuant to the Plan is
valid, effective and enforceable, and effectuates the transfer to the Asbestos PI Trust of the
Quigley Transferred Insurance Rights; provided, however, that all Asbestos PI Insurer Coverage
Defenses are preserved to the extent set forth in Section 10.4 of this Plan;

                           (iv)   The duties, obligations and liabilities of any Asbestos
Insurance Entity under all insurance policies, all Shared Asbestos Insurance Policies, all
Insurance Settlement Agreements, and all other settlement agreements, are not diminished,
reduced or eliminated by: (A) the discharge of Quigley and Reorganized Quigley from all

10435617.8
                                             – 49 –
Asbestos PI Claims; (B) the injunctive protection provided to Quigley, Reorganized Quigley, the
Asbestos Protected Parties, and the Settling Asbestos Insurance Entities with respect to Asbestos
PI Claims; or (C) the assumption of responsibility and liability for all Asbestos PI Claims by the
Asbestos PI Trust; provided, however, that all Asbestos PI Insurer Coverage Defenses are
preserved to the extent set forth in Section 10.4 of this Plan;

                             (v)    The Asbestos PI Channeling Injunction, the Settling
Asbestos Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity Injunction, the
Confidentiality Injunction and the Dividend Injunction are essential to the Plan and Quigley’s
reorganization efforts;

                               (vi)   Pfizer’s contribution of the Pfizer Contribution, and
Quigley’s contribution of the Quigley Contribution, to the Asbestos PI Trust or Reorganized
Quigley, as applicable, constitute substantial assets of the Plan and the reorganization; and

                            (vii)    The Plan and its acceptance otherwise comply with section
1126 of the Bankruptcy Code.

                       (f)     Pursuant to section 524(g) of the Bankruptcy Code, as a condition
precedent to the issuance of the Asbestos PI Channeling Injunction, the Confirmation Order shall
contain the following findings of fact and conclusions of law:

                              (i)    At least 75% of those holders of Class 4 Asbestos PI
Claims actually voting on the Plan vote to accept the Plan;

                              (ii)   The Asbestos PI Channeling Injunction, the Settling
Asbestos Insurance Entity Injunction and the Non-Settling Asbestos Insurance Entity Injunction
are to be implemented in accordance with the Plan and the Asbestos PI Trust, and the
Confidentiality Injunction and the Dividend Injunction are to be implemented in accordance with
the Plan;

                             (iii) As of the Petition Date, Quigley 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;

                           (iv)   The Asbestos PI Trust is to be funded in part by securities
of Quigley, the Quigley Contribution and the Pfizer Contribution, and future payment of
dividends by Reorganized Quigley;

                            (v)    The Asbestos PI Trust, on the Stock Transfer Date, will
own one hundred percent (100%) of the common stock of Reorganized Quigley;

                              (vi)   The Asbestos PI Trust is to use its assets and income to pay
Asbestos PI Claims;

                           (vii) Quigley 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

10435617.8
                                             – 50 –
Asbestos PI Claims, which are addressed by the Asbestos PI Channeling Injunction, the Settling
Asbestos Insurance Entity Injunction and the Non- Settling Asbestos Insurance Entity Injunction;

                              (viii) The actual amounts, numbers, and timing of Demands
cannot be determined;

                              (ix)   Pursuit of Demands outside the procedures prescribed by
the Plan and the Asbestos PI Trust Distribution Procedures is likely to threaten the Plan’s
purpose to deal equitably with Asbestos PI Claims;

                              (x)      The terms of the Asbestos PI Channeling Injunction, the
Settling Asbestos Insurance Entity Injunction, the Non-Settling Asbestos Insurance Entity
Injunction, the Confidentiality Injunction and the Dividend Injunction, including any provisions
barring actions against third parties, are described in specific and conspicuous language in the
Plan and the Disclosure Statement;

                               (xi)    Pursuant to (A) the Asbestos PI Trust Distribution
Procedures; (B) court order; or (C) otherwise, the Asbestos 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 PI Claims or
other comparable mechanisms, that provide reasonable assurance that the Asbestos PI Trust will
value, and be in a financial position to pay, similar Asbestos PI Claims in substantially the same
manner;

                             (xii) The Future Demand Holders’ Representative was appointed
by the Bankruptcy Court as part of the proceedings leading to the issuance of the Asbestos PI
Channeling Injunction, the Settling Asbestos Insurance Entity Injunction and the Non-Settling
Asbestos 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 PI
Claims and are addressed in the Asbestos PI Channeling Injunction, the Settling Asbestos
Insurance Entity Injunction and the Non-Settling Asbestos Insurance Entity Injunction and
channeled to the Asbestos PI Trust; and

                               (xiii) In light of the benefits provided, or to be provided, to the
Asbestos PI Trust on behalf of each Asbestos Protected Party or Settling Asbestos Insurance
Entity, as applicable, the Asbestos PI Channeling Injunction and the Settling Asbestos Insurance
Entity Injunction are fair and equitable with respect to the persons that might subsequently assert
Demands that would constitute Asbestos PI Claims against any Asbestos Protected Party or
Settling Asbestos Insurance Entity, as applicable.

              Section 12.2 Conditions Precedent to the Effective Date of the Plan. The
Effective Date shall not occur and the Plan 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 Quigley and Pfizer, shall have been entered by the


10435617.8
                                              – 51 –
Bankruptcy Court and affirmed by the District Court or issued 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.

                       (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 and documents, in form and substance
satisfactory to Quigley and Pfizer, shall have been executed and delivered, and all conditions
precedent thereto shall have been satisfied:

                              (i)     Amended Charter Documents;

                              (ii)    Asbestos PI Trust Agreement;

                              (iii)   AIG Assignment Agreement;

                              (iv)    Insurance Relinquishment Agreement;

                              (v)     Asbestos PI Claims Services Agreement;

                              (vi)    Pfizer/AIG Annuity

                              (vii)   Pfizer Annuity; and

                              (viii) Pfizer 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 Quigley and Pfizer, shall have been
effected or executed and delivered.

                      (f)      The Confirmation Order shall contain the Asbestos PI Channeling
Injunction, the Settling Asbestos Insurance Entity Injunction, the Non-Settling Asbestos
Insurance Entity Injunction, the Confidentiality Injunction and the Dividend Injunction.

                       (g)    Quigley shall have obtained an opinion of counsel stating that the
Asbestos 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 fullest 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, after consulting with
the Creditors’ Committee and the Future Demand Holders’ Representative. Any such waiver or
modification of a condition precedent in Sections 12.1 and 12.2 hereof may be effected at any



10435617.8
                                              – 52 –
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 Quigley and Pfizer
(after consulting with the Creditors’ Committee and the Future Demand Holders’
Representative), within 90 days of entry of the Confirmation Order, upon notification submitted
by Quigley in its discretion 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 waiver or release of any Claims or
Equity Interests by, against, or in Quigley or any other Entity; or (y) prejudice in any manner the
rights of Quigley or any other 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 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 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 PI Trust;

                      (c)     Hear and determine all objections to the termination of the
Asbestos PI Trust;

                      (d)  Hear and determine such other matters that may be set forth in or
arise in connection with the Plan, the Confirmation Order, the Asbestos PI Channeling
Injunction, the Settling Asbestos Insurance Entity Injunction, the Non-Settling Asbestos


10435617.8
                                              – 53 –
Insurance Entity Injunction, the Confidentiality Injunction, the Dividend Injunction or the
Asbestos PI Trust Agreement;

                      (e)      Hear and determine any proceeding that involves the validity,
application, construction, enforceability, or modification of the Asbestos PI Channeling
Injunction, the Settling Asbestos Insurance Entity Injunction, the Non-Settling Asbestos
Insurance Entity Injunction, the Confidentiality Injunction or the Dividend Injunction;

                     (f)     Hear and determine any conflict or other issues that may arise in
the Chapter 11 Case and the administration of the Asbestos 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 Insurance Entities and the
Asbestos Protected Parties;

                     (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 any 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
Entity’s obligations hereunder, including, but not limited to, performance of Quigley’s duties
under the Plan;

                      (n)     Hear and determine any proposed 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;


10435617.8
                                             – 54 –
                      (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;

                       (t)    Enforce remedies upon any default under the Plan;

                       (u)    Hear and determine any other matter not inconsistent with the
Bankruptcy Code; and

                       (v)    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 the terms of this Section 13.1, the Bankruptcy Court shall retain continuing, but
not exclusive, jurisdiction over Asbestos Insurance Actions; provided, however, that this Section
13.1 shall not confer or grant jurisdiction to the Bankruptcy Court when the Asbestos Insurance
Action is governed by an otherwise applicable arbitration provision. Notwithstanding anything
in this Section 13.1 to the contrary, the Asbestos PI Trust Agreement and the Asbestos PI Trust
Distribution Procedures shall govern the satisfaction of Asbestos PI Claims and the forum in
which such Asbestos 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 requirements 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, however, 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


10435617.8
                                             – 55 –
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 not involving the
Asbestos PI Trust or Asbestos PI Claims on such terms as Reorganized Quigley 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 (other than Asbestos PI 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 (other than
distributions to be made by the Asbestos PI Trust to the holders of Asbestos PI Claims) 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
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. Quigley 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 Quigley 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; (c) Pfizer’s waiver of any obligations or requirements
of holders of Asbestos PI Claims who become Settling Plaintiffs under the terms of the Pfizer
Claimant Settlement Agreements to reduce the amount of distributions they are entitled to
receive from the Asbestos PI Trust shall be null and void and of no further force or effect; and
(d) 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, Quigley or any other Entity; (y) prejudice in any manner the
rights of Quigley or any Entity in any further proceedings involving Quigley; or (z) constitute an
admission of any sort by Quigley or any other Entity.

                                         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,

10435617.8
                                             – 56 –
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 Plan 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.

               If to Quigley:

                      Quigley Company, Inc.
                      52 Vanderbilt Avenue
                      New York, New York 10017
                      Attention: President

               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:

                      Caplin & Drysdale, Chartered
                      399 Park Avenue
                      New York, New York 10022
                      Attention: Elihu Inselbuch, Esq.

                                -and-




10435617.8
                                              – 57 –
                       Caplin & Drysdale, Chartered
                       One Thomas Circle, NW
                       Washington, D.C. 20005
                       Attention: Peter V.N. Lockwood, Esq.
                                  Ronald Reinsel, 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.
                                  John H. Bae, Esq.

               If to the Future Demand Holders’ Representative:

                       Togut, Segal & Segal LLP
                       One Penn Plaza
                       Suite 3335
                       New York, New York 10119
                       Attention: Albert Togut, Esq.

               with a copy (which will not constitute notice) to:

                       Togut, Segal & Segal LLP
                       One Penn Plaza
                       Suite 3335
                       New York, New York 10119
                       Attention: Richard K. Milin, 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.


10435617.8
                                              – 58 –
               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
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:

                              Wells Fargo Trumbull
                              P.O. Box 721
                              Windsor, CT 06095-0721
                              (860) 687-7579
                              (quigleyreorg@wftrumbull.com)

              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, applicable to the Chapter 11 Case, the issuance, transfer, or exchange of
notes or equity securities 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,

10435617.8
                                              – 59 –
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
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, Pfizer, the Creditors’ Committee and the Future Demand Holders’
Representative, acting jointly, any provision of the Plan, the Confirmation Order, the Asbestos PI
Channeling Injunction, the Settling Asbestos Insurance Entity Injunction, the Non-Settling
Asbestos Insurance Entity Injunction, the Confidentiality Injunction, the Dividend 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 PI Channeling Injunction, the Settling Asbestos Insurance Entity Injunction, the
Non-Settling Asbestos Insurance Entity Injunction, the Confidentiality Injunction, the Dividend
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 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]




10435617.8
                                              – 60 –
                IN WITNESS WHEREOF, the undersigned has duly executed the Plan as of the
date first above written.

                                          Respectfully submitted,

                                          QUIGLEY COMPANY, INC.


                                          By: /s/ Kim D. Jenkins
                                              Name: Kim D. Jenkins
                                              Title: Senior Vice President


New York, New York
         March 28, 2008

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)
Jessica L. Fainman (JF 9200)
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955




10435617.8
                                         – 61 –
                            SCHEDULE 1

                                TO

     QUIGLEY COMPANY, INC. FOURTH AMENDED AND RESTATED PLAN OF
      REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE



                       PFIZER INC. AFFILIATES




10435617.7
                                1-1
                                              Schedule 1
             to Quigley Company, Inc. Fourth Amended and Restated Plan of Reorganization
                              Under Chapter 11 of the Bankruptcy Code




                                   PFIZER INC. AFFILIATES1




10346346.3



1
        This Schedule lists Pfizer Inc. Affiliates as of June 7, 2007. Quigley reserves the right to amend
or supplement this Schedule.
412357 Ontario Inc.
A S Ruffel (Mozambique) Limitada
A.S. Ruffel (Private) Limited
A/O Pfizer1
A/O Pfizer2
Adenylchemie GmbH
Agouron Pharmaceuticals, Inc.
Alginate Industries (Ireland) Ltd.
American Food Industries, Inc.
Andean Services S.A.
Angiosyn, Inc.
Balverda S.R.L.
BINESA 2002, S.L.
Biocor Animal Health Inc.
Bioindustria Farmaceutici S.R.L.
Bioren, Inc.
BioRexis Pharmaceutical Corporation
Biosearch Manufacturing S.r.l.
Blue Whale Re Ltd.
C.P. Pharmaceuticals International C.V.
C.P. Pharmaceuticals International C.V. (Ireland Branch)
Capsugel (Thailand) Co. Ltd.
Capsugel Belgium BVBA
Capsugel de Mexico, S. de R.L. de C.V.
Capsugel France
Capsugel Healthcare Limited
Capsugel Japan Inc. (KK)
Capsugel Ploermel
CARDEL
Centrofarma, Sociedad Anonima
Ceuticlab Laboratorios de Produtos Farmaceuticos, Lda.
Charlie Papa Operations, LLC
CHC Direct LLC
Compania Farmaceutica Upjohn, S.A.
Consumer Health Products (Minority Interests) Company
Continental Farmaceutica, S.L.
Continental Pharma, Inc.
Davis Medica, Sociedad Limitada, Sociedad Unipersonal
Dismercasa, S.A. de C.V. (Branch)
Distribuidora Mercantil Centro Americana, S.A
Duchem Laboratories Limited
Embrex Bio-Tech Trade (Shanghai) Co., Ltd.

1
    This entity has no affiliation with American Optical Corporation.
2
    This entity has no affiliation with American Optical Corporation.



10346346.3

1
Embrex De Mexico S. de R.L. de C.V.
Embrex Europe Limited
Embrex Inc. Sucursal Argentina
Embrex Korea Branch Inc.
Embrex Poultry Health, LLC
Embrex Sales, Inc.
Embrex, Inc.
Embrex, Inc. (Thailand Branch)
Embrex, Inc. Indonesia FRTO
Esperion LUV Development, Inc.
Esperion Therapeutics, Inc.
Eversharp Canada Inc.
Exchic C.A. Limited (Guatemala Branch)
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. Limited
G. D. Searle (Thailand) Limited
G. D. Searle International Capital LLC
G. D. Searle LLC
G. D. Searle South Africa (Pty) Ltd.
G. D. Searle South Africa (Pty) Ltd.
G. D. Searle South Africa (Pty) Ltd.
Gödecke GmbH
Gödecke OTC Beteiligungs GmbH
Green Ribbon Health, L.L.C.
Greenstone Ltd.
Heinrich Mack Nachf. GmbH. & Co. KG
Hepar Contribution LLC
Heumann PCS GmbH
Idun Pharmaceuticals, Inc.
Inovoject do Brasil Limitada
International Affiliated Corporation LLC
Inter-World Insurance Company Limited
Invicta Farma, S.A.
J B Tillott Limited
Jouveinal Holland B.V.
Kenfarma, S.A.
Keystone Chemurgic Corporation
Kiinteistö Oy Helsingin Tietokuja
Kommanditbolaget Hus Gron
Kommanditbolaget Hus Gron


10346346.3

2
Korea Pharma Holding Company Limited
Laboratoires Pfizer SA
Laboratorios Laprofa, Sociedad Anonima
Laboratorios Parke Davis, S.L.
Laboratorios Pfizer Ltda.
Laboratórios Pfizer, Lda.
Lothian Developments V SPRL
MED Urological, Inc.
Mederio AG
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) 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 International Limited
Parke Davis International Limited (Lebanon Branch)
Parke Davis Productos Farmaceuticos Lda
Parke Davis Pty Limited
Parke, Davis & Company Limited
Parke, Davis & Company LLC
Parke, Davis & Company LLC (Puerto Rico Branch)
Parke-Davis GmbH
Parke-Davis Manufacturing Corp.
Parke-Davis Sales Corporation
P-D Co., Inc.
Pfidev3 (S.A.S.)
Pfidev4 (S.A.S.)
Pfizer (China) Research and Development Co. Ltd.
Pfizer (Malaysia) Sdn Bhd
Pfizer (Perth) Pty Limited
Pfizer (S.A.S.)
Pfizer (Thailand) Limited
Pfizer (Thailand) Limited (Rep Office)
Pfizer (Thailand) Ltd. ( Vietnam Representative Office)
Pfizer A.G.


10346346.3

3
Pfizer A/S
Pfizer A/S
Pfizer AB
Pfizer Africa & Middle East for Pharmaceuticals, Animal Health & Chemicals S.A.E.
Pfizer Afrique de L'Ouest
Pfizer Algerie Sante et Nutrition Animale s.p.a.
Pfizer Animal Health B.V.
Pfizer Animal Health Korea Ltd.
Pfizer Animal Health MA EEIG
Pfizer Animal Health SA
Pfizer ApS
Pfizer Asia Holdings B.V.
Pfizer Asia Manufacturing PTE. LTD
Pfizer Asia Manufacturing PTE. LTD
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 Bolivia S.A.
Pfizer Canada Inc.
Pfizer Caribe Limited
Pfizer Caribe Limited
Pfizer Chile S.A.
Pfizer Cia. Ltda.
Pfizer Clube
Pfizer Consumer Inc.
Pfizer Convention III LLC
Pfizer Convention IV LLC
Pfizer Co-Promotions Limited
Pfizer Cork Limited
Pfizer Corporation
Pfizer Corporation (Guatemala Branch)
Pfizer Corporation (Uruguay Branch)
Pfizer Corporation (Venezuela Branch)
Pfizer Corporation Austria Gesellschaft m.b.H.
Pfizer Corporation Hong Kong Limited
Pfizer Croatia d.o.o.
Pfizer Croatia d.o.o.
Pfizer Deutschland GmbH
Pfizer Distribution Company
Pfizer Distribution Services
Pfizer Domestic Ventures Limited
Pfizer Dominicana, S.A.
Pfizer Egypt S.A.E.


10346346.3

4
Pfizer Enterprises Inc.
Pfizer Enterprises SARL
Pfizer Enterprises SARL (Bulgaria Rep. Office)
Pfizer Enterprises Sarl (Scientific Office - Egypt)
Pfizer ESP Pty Ltd
Pfizer Europe MA EEIG
Pfizer European Service Center BVBA
Pfizer Export AB
Pfizer Export Company
Pfizer Export Company (Export Division - Hong Kong)
Pfizer Export Company (Panama Branch)
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 (Panama Branch)
Pfizer Global Trading, Hong Kong Branch
Pfizer GmbH
Pfizer Group Limited
Pfizer H.C.P. Corporation
Pfizer H.C.P. Corporation (Beijing Rep. Office)
Pfizer H.C.P. Corporation (Belarus Representative Office)
Pfizer H.C.P. Corporation (Belgium Reporting Branch)
Pfizer H.C.P. Corporation (Bulgaria Representative Office)
Pfizer H.C.P. Corporation (Croatia Representative Office)
Pfizer H.C.P. Corporation (Estonia Branch)
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 Health AB
Pfizer Health AB (Argentina Branch)
Pfizer Health AB (Argentina Branch)
Pfizer Health Solutions Inc.
Pfizer Healthcare Ireland
Pfizer Hellas, A.E. ( see text for complete name)


10346346.3

5
Pfizer HK Service Company Limited
Pfizer Holding France (S.C.A.)
Pfizer Holding Italy S.p.A.
Pfizer Holding und Verwaltungs G.m.b.H.
Pfizer Holding Ventures
Pfizer Holdings B.V.
Pfizer Holdings Bermuda Ltd.
Pfizer Holdings Bermuda Ltd.
Pfizer Holdings Europe
Pfizer Holdings International Luxembourg (PHIL) Sarl
Pfizer Holdings International Luxembourg (PHIL) Sarl (Branch)
Pfizer Holdings Mexico, S. de R.L. de C.V.
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 Reporting Branch)
Pfizer International Corporation (Bulgaria Rep. Office)
Pfizer International Corporation (Croatia Rep. Office)
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 International Operations (S. A. S.)
Pfizer International Trading (Shanghai) Limited
Pfizer Inventory Co.
Pfizer Investment Capital
Pfizer Investment Co. Ltd.
Pfizer Ireland Pharmaceuticals
Pfizer Ireland Ventures
Pfizer Italia S.r.l.
Pfizer Japan Inc.
Pfizer Jersey Capital Limited
Pfizer Jersey Company Limited
Pfizer Jersey Finance Limited
Pfizer Laboratories (Pty) Limited
Pfizer Laboratories (Pty) Limited
Pfizer Laboratories Limited
Pfizer Laboratories Limited
Pfizer Limitada


10346346.3

6
Pfizer Limited
Pfizer Limited
Pfizer Limited
Pfizer Limited
Pfizer Limited
Pfizer Limited
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 (Georgia Representative office)
Pfizer Luxembourg SARL (Latvia Branch)
Pfizer Luxembourg SARL (Slovenia Branch)
Pfizer Manufacturing Belgium NV
Pfizer Manufacturing Frankfurt GmbH & Co KG
Pfizer Manufacturing Frankfurt GmbH & Co KG
Pfizer Manufacturing Frankfurt Verwaltungs GmbH
Pfizer Manufacturing LLC
Pfizer Manufacturing Services
Pfizer Medical Technology Group (Belgium) N.V.
Pfizer Middle East
Pfizer Middle East for Pharmaceuticals, Animal Health and Chemicals S.A.E.
Pfizer Namibia (Proprietary) Limited
Pfizer New Zealand Limited
Pfizer OTC B.V.
Pfizer OTC Beteiligungs GmbH
Pfizer Overseas LLC
Pfizer Overseas LLC (Export Division - Hong Kong)
Pfizer Overseas Pharmaceuticals
Pfizer Oy
Pfizer Participations SARL
Pfizer Pension Trustees (Ireland) Limited
Pfizer Pension Trustees Ltd.
Pfizer PGM (S.A.S.)
Pfizer PGRD (S.A.S.)
Pfizer Pharm Algerie
Pfizer Pharma GmbH
Pfizer Pharma Trade LLC
Pfizer Pharmaceutical (Wuxi) Co., Ltd.
Pfizer Pharmaceutical India Pvt. Ltd.
Pfizer Pharmaceutical Trading Limited Liability Company (a/k/a Pfizer Kft. or Pfizer LLC)
Pfizer Pharmaceuticals B.V.
Pfizer Pharmaceuticals Israel Ltd.
Pfizer Pharmaceuticals Israel Ltd.


10346346.3

7
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 Ltd. (Beijing China Rep. Office)
Pfizer Pharmaceuticals Tunisie Sarl
Pfizer Philippines Foundation, Inc
Pfizer Pigments Inc.
Pfizer Polska Sp. z.o.o.
Pfizer Precision Holdings SARL
Pfizer Prev - Sociedade de Previdencia Privada
Pfizer Private Limited
Pfizer Private Ltd.
Pfizer Production LLC
Pfizer Products Inc.
Pfizer Products India Private Limited
Pfizer Romania SRL
Pfizer S.A.
Pfizer S.A.
Pfizer S.G.P.S. Lda.
Pfizer S.R.L.
Pfizer SA (Belgium)
Pfizer Saidal Manufacturing
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 LLC
Pfizer Shareholdings Intermediate SARL
Pfizer Singapore Trading Pte Limited (Belgium Branch)
Pfizer Singapore Trading Pte. Ltd.
Pfizer Specialities Ghana
Pfizer Specialities Ghana
Pfizer Specialties Limited
Pfizer SPOL s.r.o.
Pfizer Sterling Investments Limited
Pfizer Suzhou Animal Health Products Co., Ltd.
Pfizer Suzhou Pharmaceutical Co., Ltd.
Pfizer Technologies Limited
Pfizer Trading Polska sp.z.o.o.
Pfizer Tunisie SA
Pfizer UK Group Limited
Pfizer Venezuela, S.A.


10346346.3

8
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.
Pfizer, S.A. de C.V.
Pharmacia & Upjohn Cambridge Limited
Pharmacia & Upjohn Company (Guatemala Branch)
Pharmacia & Upjohn Company LLC
Pharmacia & Upjohn Company, Inc.
Pharmacia & Upjohn Holding Company
Pharmacia & Upjohn LLC
Pharmacia & Upjohn Management Company Limited
Pharmacia & Upjohn S.p.A.
Pharmacia & Upjohn SpA (Branch)
Pharmacia & Upjohn Trading Corporation
Pharmacia & Upjohn, S.A. de C.V.
Pharmacia (South Africa) (Pty) Ltd
Pharmacia (South Africa) (Pty) Ltd
Pharmacia (South Africa) (Pty) Ltd
Pharmacia Africa Ltd.
Pharmacia Animal Health Limited
Pharmacia Asia Limited
Pharmacia Australia Pty Ltd
Pharmacia B.V.
Pharmacia Brasil Ltda.
Pharmacia Corporation
Pharmacia de Centroamerica S.A.
Pharmacia de Centroamerica Sociedad Anonima (Guatemala Branch)
Pharmacia de Mexico, S.A. de C.V.
Pharmacia Diagnostics Verwaltungs GmbH
Pharmacia Europe EEIG
Pharmacia GmbH
Pharmacia Grupo Pfizer, S.L.
Pharmacia Hepar Inc.
Pharmacia Holding AB
Pharmacia Ilac Sanayi ve Ticaret Limited Sirketi
Pharmacia Industrifastigheter AB
Pharmacia Inter-American Corporation (branch)
Pharmacia Interamerican Corporation, Sucursal del Peru (Branch)
Pharmacia Inter-American LLC
Pharmacia Inter-American LLC (Singapore Branch)
Pharmacia International B.V.
Pharmacia International Inc.


10346346.3

9
Pharmacia International S.a.r.l. (branch)
Pharmacia International SARL
Pharmacia Ireland Limited
Pharmacia Korea Ltd.
Pharmacia Laboratories Limited
Pharmacia Learning Center Corporation
Pharmacia Limited
Pharmacia Limited Company
Pharmacia Malaysia Sdn Bhd
Pharmacia Pharmatrade LLC
Pharmacia Polska Sp.z.o.o.
Pharmacia Searle Limited
Pharmacia Singapore Pte Ltd
Pharmacia UK Holding Company (in liquidation)
Pharmacia UK Limited
Pharmacia United, Inc.
Pharmacia-Pfizer EEIG
PHS Sub, Inc.
PowderJect Research Limited
PowderJect Therapeutics, Inc.
PowderJect Vaccines, Inc.
PowderMed Limited
PowderMed Vaccines, Inc.
PowderMed, Inc.
Pravo Investment Co. Limited (non controlled)
ProRe SA
Prosec (Ireland) Limited
Prosec Forsakrings AB (Prosec Insurance Co. Ltd.)
PT. Capsugel Indonesia
PT. Pfidex Pharma
PT. Pfidex Pharma
PT. Pfizer Indonesia
Renrall LLC
Rinat Neuroscience Corp.
Rinat Neuroscience Limited
Rivepar
Roerig B.V.
Roerig Produtos Farmaceuticos, Lda.
Roerig S.A.
Roerig, Inc.
Roerig, S.A.
Searle & Co.
Searle Argentina S.R.L.
Searle Argentina S.R.L.
Searle Belgium BVBA
Searle Chemicals, Inc.


10346346.3

10
Searle de Mexico S.A. de C.V.
Searle GmbH
Searle Holdings B. V.
Searle Invest B. V.
Searle Laboratorios, Lda.
Searle LLC
Searle Ltd.
Searle Pharma LLC
Sefarma S.r.l.
Sensus Drug Development Corporation
Shiley International, Inc.
Shiley LLC
Sinergis Farma-Produtos Farmaceuticos, Lda.
Site Realty, Inc.
Smith Brothers Cough Drops Canada Ltd.
SmithKline Beecham Animal Health (SWA) (Pty) Ltd.
Solinor Investments SARL
Solinor LLC
Substantia (S.A.S.)
Sugen, Inc.
Suzhou Capsugel Ltd.
Swordfish Heimtierbedarf Verwaltungsgesellschaft m.b.H.
Swordfish Holding GmbH
Tabor Corporation
The Kodiak Company Ltd.
The Pfizer Incubator LLC
The Upjohn Holding Company M LLC
The Upjohn Manufacturing Company LLC
Thorney Company
Upjohn International Holding Company
Upjohn International Inc.
Upjohn Laboratorios Lda.
Upjohn Pharmaceuticals Limited
Vaccination Services S. de R. L. de C.V.
Viagra Ltd
Vicuron Pharmaceuticals Inc.
Vicuron Pharmaceuticals Inc. (Italy Branch)
Vicuron Pharmaceuticals Italy S.r.l.
Vinci Farma, S.A.
Warner Lambert (UK) Limited
Warner Lambert Company (M) Sdn Bhd
Warner Lambert Consumer Healthcare Pty Limited
Warner Lambert del Uruguay S.A.
Warner Lambert Ilac Sanayi ve Ticaret Limited Sirketi
Warner Lambert Poland Sp.z.o.o.
Warner Lambert Pty Limited


10346346.3

11
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 Company AG
Warner-Lambert Company LLC
Warner-Lambert Consumer Healthcare S. Com. p. A. (Italy Branch)
Warner-Lambert de El Salvador, S.A. de C.V.
Warner-Lambert de Honduras, Sociedad Anonima
Warner-Lambert de Puerto Rico, Inc.
Warner-Lambert GmbH
Warner-Lambert Guatemala, Sociedad Anonima
Warner-Lambert Ireland
Warner-Lambert Kenya Limited
Warner-Lambert Pottery Road Limited
Warner-Lambert SA (Pty) Limited
Warner-Lambert SA (Pty) Limited
Warner-Lambert, S.A.
Wilcox Sweets (Pty) Limited
Wilcox Sweets (Pty) Limited
Wilcox Sweets (Pty) Limited
W-L (Europe)
W-L (Portugal)
W-L (Spain)
WL de Guatemala, Sociedad Anonima
Yusafarm D.O.O.




10346346.3

12
                       AMENDED EXHIBIT A TO

     QUIGLEY COMPANY, INC. FOURTH AMENDED AND RESTATED PLAN OF
      REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE



                   ASBESTOS PI TRUST AGREEMENT




10435617.7
                                A-1
                                             Exhibit A
             to Fourth Amended and Restated Quigley Company, Inc. Plan of Reorganization
                              Under Chapter 11 of the Bankruptcy Code




                               QUIGLEY COMPANY, INC.
                     ASBESTOS PERSONAL INJURY TRUST AGREEMENT




10346348.3
                                           TABLE OF CONTENTS

                                                                                                                                 Page

                                                      ARTICLE I

                              DEFINITIONS AND INTERPRETATION

Section 1.01   Definitions.............................................................................................................2
Section 1.02   References.............................................................................................................2

                                                     ARTICLE II

                                          AGREEMENT OF TRUST

Section 2.01   Creation and Name ...............................................................................................2
Section 2.02   Purpose..................................................................................................................3
Section 2.03   Transfer of Assets .................................................................................................3
Section 2.04   Acceptance of Assets and Assumption of Liabilities ...........................................3

                                                    ARTICLE III

                           POWERS AND TRUST ADMINISTRATION

Section 3.01   Powers...................................................................................................................4
Section 3.02   General Administration.........................................................................................7
Section 3.03   Claims Administration ..........................................................................................9

                                                    ARTICLE IV

                       ACCOUNTS, INVESTMENTS, AND PAYMENTS

Section 4.01   Accounts ...............................................................................................................9
Section 4.02   Investments ...........................................................................................................9
Section 4.03   Source of Payments.............................................................................................11
Section 4.04   Indemnification ...................................................................................................11

                                                     ARTICLE V

                                                     TRUSTEES

Section 5.01   Number ...............................................................................................................11
Section 5.02   Term of Service...................................................................................................12
Section 5.03   Appointment of Successor Trustee(s).................................................................12
Section 5.04   Liability of Trustees; Officers and Employees ...................................................13
10346348.3                                                    i
Section 5.05   Compensation and Expenses of Trustees............................................................13
Section 5.06   Trustees’ Employment of Professionals .............................................................13
Section 5.07   Trustees’ Independence ......................................................................................14
Section 5.08   Bond....................................................................................................................14
Section 5.09   Retention of Reorganized Quigley......................................................................14
Section 5.10   Indemnification of Trustees and Additional Indemnitees...................................14
Section 5.11   Liens of Trustees and Additional Indemnitees ...................................................15

                                                     ARTICLE VI

                THE FUTURE DEMAND HOLDERS’ REPRESENTATIVE

Section 6.01   Duties ..................................................................................................................15
Section 6.02   Term of Office ....................................................................................................15
Section 6.03   Appointment of Successor ..................................................................................16
Section 6.04   Future Demand Holders’ Representative’s Employment of Professionals.........16
Section 6.05   Compensation and Expenses of the Future Demand Holders’
                 Representative..................................................................................................16
Section 6.06   Procedures for Consultation with and Obtaining Consent of the Future
                 Demand Holders’ Representative ....................................................................17
Section 6.07   Liability of Future Demand Holders’ Representative Officers and
                 Employees........................................................................................................18

                                                    ARTICLE VII

                                   TRUST ADVISORY COMMITTEE

Section 7.01   Formulation and Number....................................................................................18
Section 7.02   Duties ..................................................................................................................19
Section 7.03   Term of Office ....................................................................................................19
Section 7.04   Appointment of Successors.................................................................................19
Section 7.05   The Trust Advisory Committee’s Employment of Professionals .......................20
Section 7.06   Compensation for Attendance at Meetings and Expenses of the Trust
                 Advisory Committee........................................................................................20
Section 7.07   Procedures for Consultation with and Obtaining Consent of the Trust
                 Advisory Committee........................................................................................20
Section 7.08   Liability of the Trust Advisory Committee, Officers and Employees................22

                                                   ARTICLE VIII

                                           GENERAL PROVISIONS

Section 8.01   Irrevocability.......................................................................................................22
Section 8.02   Termination.........................................................................................................22
Section 8.03   Amendments .......................................................................................................23
Section 8.04   Meetings..............................................................................................................23

10346348.3                                                    ii
Section 8.05    Severability .........................................................................................................23
Section 8.06    Notices ................................................................................................................23
Section 8.07    Successors and Assigns.......................................................................................25
Section 8.08    Limitation on Claim Interests for Securities Laws Purposes..............................25
Section 8.09    Entire Agreement; No Waiver ............................................................................25
Section 8.10    Headings .............................................................................................................25
Section 8.11    Governing Law ...................................................................................................25
Section 8.12    Dispute Resolution..............................................................................................25
Section 8.13    Enforcement and Administration........................................................................26
Section 8.14    Effectiveness .......................................................................................................26
Section 8.15    Counterpart Signatures........................................................................................26
Section 8.16    Settlors. ...............................................................................................................26


EXHIBITS

Exhibit A      Indemnification Agreement

Exhibit B      Trust Bylaws




10346348.3                                                     iii
                           QUIGLEY COMPANY, INC.
                 ASBESTOS PERSONAL INJURY TRUST AGREEMENT

               This QUIGLEY COMPANY, INC. ASBESTOS PERSONAL INJURY TRUST
AGREEMENT (this “Asbestos PI Trust Agreement”), effective as of the Effective Date, is
among Quigley Company, Inc. (“Quigley” or the “Debtor” or the “Settlor”), a New York
corporation and the debtor and debtor-in-possession in case number 04-15739 (SMB) in the
United States Bankruptcy Court for the Southern District of New York, as 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. Fourth Amended and Restated 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,
personal-injury and wrongful-death claims based on the presence of, or exposure to, asbestos or
asbestos-containing products had been asserted against the Debtor, Pfizer and certain other Pfizer
Protected Parties; 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 (SMB); 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 Personal Injury Trust (the “Asbestos PI Trust”); and

               WHEREAS, all Asbestos PI Claims are channeled to the Asbestos PI Trust
pursuant to the Asbestos PI Channeling Injunction;

               WHEREAS, pursuant to the Plan, the Asbestos PI Trust is to use its assets and
income to pay Asbestos PI Claims as and to the extent provided for herein and in the Quigley
Company, Inc. Asbestos Personal Injury Trust Distribution Procedures (the “Asbestos PI Trust
Distribution Procedures”); and

              WHEREAS, pursuant to the Plan, the Asbestos 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


10346348.3                                      1
                WHEREAS, it is the intent of the Settlor, the Trustees, the Future Demand
Holders’ Representative, and the Trust Advisory Committee that the Asbestos PI Trust be
administered, maintained, and operated at all times as a qualified settlement fund through
mechanisms that provide reasonable assurance that the Asbestos PI Trust will value, and be in a
financial position to pay, all Asbestos PI Claims that involve similar claims in substantially the
same manner in strict compliance with the terms of this Asbestos PI Trust Agreement and the
Asbestos 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 PI Claims;
and

              WHEREAS, the Bankruptcy Court has determined that the Asbestos PI Trust and
the Plan satisfy all the prerequisites for the injunctions pursuant to section 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 PI Trust Agreement to a particular Article or Section number are references to Articles
or Sections of this Asbestos 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 PI Trust,” which is the Asbestos PI Trust to be created on the Effective


10346348.3                                      2
Date pursuant to the Plan. The Trustees of the Asbestos PI Trust may transact the business and
affairs of the Asbestos PI Trust in the name “Quigley Asbestos PI Trust”.

               Section 2.02 Purpose. The purpose of the Asbestos PI Trust is to assume all
Asbestos PI Claims (whether now existing or arising at any time hereafter) and to use the
Asbestos PI Trust Assets to pay holders of such Asbestos PI Claims in accordance with this
Agreement and the Asbestos PI Trust Distribution Procedures, and in such a way that all holders
of Asbestos 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) of the Bankruptcy Code. All Asbestos PI Claims shall be paid in accordance with
this Agreement and the Asbestos 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 Asbestos PI
Trust the Asbestos 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 PI
Trust Assets to the Asbestos PI Trust.

               Section 2.04 Acceptance of Assets and Assumption of Liabilities.

              (a)     In furtherance of the purposes of the Asbestos PI Trust, the Asbestos PI
Trust hereby expressly accepts the transfer, issuance and assignment, as applicable, to the
Asbestos PI Trust of the Asbestos PI Trust Assets at the time and in the manner contemplated by
the Plan Documents.

                (b)   In furtherance of the purposes of the Asbestos PI Trust, the Asbestos PI
Trust hereby expressly assumes all liability for all Asbestos PI Claims (whether now existing or
arising at any time hereafter) and all obligations owed by the Asbestos PI Trust under the Plan,
any Shared Asbestos Insurance Policy, or any 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 PI Trust Agreement.

              (c)     The Asbestos PI Trust shall have all defenses, cross-claims, offsets, and
recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights,
regarding Asbestos 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 PI Trust Distribution Procedures
shall be construed to mandate distributions on any claims or other actions that would contravene
the Asbestos PI Trust’s status as a qualified settlement trust within the meaning of Treas. Reg. 1-
468B-1, et seq.

             (e)    The Pfizer Protected Parties shall be entitled to indemnification from the
Asbestos PI Trust pursuant to the Indemnification Agreement attached as Exhibit A to this
Asbestos PI Trust Agreement for any expenses, costs, and fees (including attorneys’ fees and
10346348.3                                      3
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 PI Claim, including, but not limited to, any Indirect Asbestos 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 PI Channeling Injunction and the Asbestos Insurance Entity Injunction,
or (ii) the Asbestos PI Trust’s assumption of all liability with respect to the Asbestos 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 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 PI Trust and the Asbestos PI Trust Assets in
accordance with Section 2.02.

               (b)    Subject to the limitations set forth in this Agreement and the Asbestos 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 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 PI Trust Assets, and exercise all rights with
         respect thereto;

                (ii)   invest the monies held from time to time by the Asbestos 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 Asbestos PI
         Trust Assets at such prices and upon such terms as they may consider proper and
         consistent with the other terms of this Agreement;

               (iv)   enter into leasing and financing agreements with third parties to the extent
         such agreements are reasonably necessary to permit the Asbestos PI Trust to operate;

                (v)      pay liabilities and expenses of the Asbestos PI Trust, including, but not
         limited to, Trust Expenses;
10346348.3                                       4
                (vi)   establish such funds, reserves and accounts within the Asbestos PI Trust
         estate, as deemed by the Trustees to be useful in carrying out the purposes of the
         Asbestos 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 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 PI Trust in accordance
         with the Asbestos PI Trust Distribution Procedures and the terms hereof;

                (x)     administer, amend, supplement, or modify the Asbestos 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 Asbestos 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 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 members of the Trust Advisory Committee,
         the Future Demand Holders’ Representative, 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 PI Trust;

                (xv)    enter into such other arrangements with third parties, including without
         limitation, Reorganized Quigley pursuant to the Asbestos PI Claims Services Agreement,
         as are deemed by the Trustees to be useful in carrying out the purposes of the Asbestos PI
         Trust, provided, however, that such arrangements do not conflict with any other provision
         of this Agreement or the Asbestos PI Trust Distribution 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 PI Trust, and any agents, advisors and consultants of the Asbestos PI Trust,
         the Trust Advisory Committee or the Future Demand Holders’ Representative
10346348.3                                       5
         (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 PI
         Trust and those Entities for whom the Asbestos 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 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, 6.07 and 7.08;

            (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 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 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 PI Trust Assets;

               (xx)     merge or contract with other claims resolution facilities that are not
         specifically created by this Asbestos PI Trust Agreement or the Asbestos 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 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)     object to Asbestos PI Claims as provided in the Plan and the Asbestos PI
         Trust Distribution Procedures;

             (xxii)     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

             (xxiv)     obtain a Federal Employer Identification Number for the Asbestos PI
         Trust, communicate with the Internal Revenue Service and state and local taxing
         authorities on behalf of the Asbestos PI Trust, make payment of taxes on behalf of the
         Asbestos PI Trust, and file all applicable tax returns for the Asbestos PI Trust.

                (e)     The Trustees shall not have the power to guarantee any debt of other
Entities.


10346348.3                                        6
                (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.

              (a)     To the extent not inconsistent with the terms of this Agreement, the Trust
Bylaws shall govern the affairs of the Asbestos 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
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 PI Trust, a Federal Employer Identification Number for the Asbestos 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 PI Trust. The Trustees shall take all steps necessary to ensure that
         any tax obligations imposed upon the Asbestos 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 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 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 PI Trust (including, without limitation, a balance sheet of the
         Asbestos 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 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.


10346348.3                                         7
                (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 PI Claim and the amount paid in respect of each such Asbestos 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 and
Reorganized Quigley.

               (e)    The Trustees shall consult with the Future Demand Holders’
Representative and the Trust Advisory Committee (i) on the implementation of the Asbestos PI
Trust Distribution Procedures, and (ii) on the implementation and administration of the Asbestos
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 PI Trust.

               (f)     In addition to the other provisions contained in this Asbestos PI Trust
Agreement or in the Asbestos 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)   amend any provision of this Asbestos PI Trust Agreement;

                (ii)   terminate the Asbestos PI Trust pursuant to Section 8.02;

                (iii)   settle the liability of any insurer under any Asbestos Insurance Policy or
         settle any Shared Transferred Insurance Rights;

               (iv)    change the compensation of the Trustees (other than cost-of-living
         increases);

                (v)    amend or modify the Asbestos PI Trust Distribution Procedures;

               (vi)    amend, modify or terminate the Asbestos PI Claims Services Agreement;
         or

               (vii)   remove the Managing Trustee without cause.



10346348.3                                       8
              (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 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 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 PI Claims in accordance with the Asbestos 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 PI Trust
shall be administered in the manner in which individuals of ordinary prudence, discretion, and
judgment would act in the management of their own affairs, subject to the following limitations
and provisions:

              (a)    The Asbestos PI Trust shall not acquire, directly or indirectly, equity in
any Entity or business enterprise if, immediately following such acquisition, the Asbestos PI
Trust would hold more than 5% of the equity in such Entity or business enterprise.

               (b)     The Asbestos PI Trust shall not acquire or hold any long-term debt
securities unless (i) such securities are Asbestos 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
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 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


10346348.3                                      9
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 PI Trust
would exceed 2% of the aggregate value of the Asbestos PI Trust estate. The Asbestos 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 and instruments issued by
such Entity end held by the Asbestos PI Trust would exceed 5% of the aggregate value of the
Asbestos PI Trust estate.

                (j)    The Asbestos 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)     The Asbestos PI Trust shall not acquire or hold any options or derivatives.

10346348.3                                       10
                (l)    The Asbestos 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 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
Affiliates or successors, and (B) any other property or asset included in kind in the Asbestos 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 PI Claims shall be payable solely by the Asbestos PI Trust out of the
Asbestos PI Trust Assets pursuant to an account to be established in the name of the Quigley
Asbestos 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 PI Claims, Trust Expenses or any
other liability of the Asbestos PI Trust. Notwithstanding the foregoing, anytime on or after the
Stock Transfer Date, the Asbestos PI Trust, as the sole owner of the common stock of
Reorganized Quigley, may, in accordance with applicable law, cause Reorganized Quigley to
declare a dividend payable to the Asbestos PI Trust, and such amounts may be used by the
Asbestos PI Trust to pay Trust Expenses and Asbestos PI Claims in accordance with the
Asbestos PI Trust Distribution Procedures.

               Section 4.04 Indemnification.

               (a)     The Asbestos PI Trust shall indemnify the Debtor and the Pfizer Protected
Parties pursuant to the Indemnification Agreement.

               (b)    Any claim for indemnification from the Asbestos PI Trust and all costs
and expenses associated therewith shall be satisfied solely from Asbestos PI Trust Assets
pursuant to the Indemnification Agreement.

                                          ARTICLE V

                                          TRUSTEES

              Section 5.01 Number. The three (3) 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 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.




10346348.3                                     11
                Section 5.02 Term of Service.

               (a)      The initial Trustees named pursuant to Section 5.01 shall serve staggered
terms of three (3), four (4), and five (5) years as shown on the signature page hereof. Thereafter,
each term of service shall be five (5) years. Each of the initial Trustees shall serve from the
Effective Date 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), and
(v) the termination of the Asbestos 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)     A Trustee may be removed by the unanimous vote of the remaining
Trustees 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; 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 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 non-attendance 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.

               (c)     Each successor Trustee shall serve until the earlier of (i) the end of a full
term of five (5) years if the predecessor to such Trustee has completed his or her term, (ii) the
end of the remainder of the term of the predecessor Trustee whom he or she is replacing if such
Trustee did not complete his or her term, (iii) his or her death, (iv) his or her resignation pursuant
to Section 5.02(b), (v) his or her removal pursuant to Section 5.02(c), and (vi) termination of the
Asbestos PI Trust pursuant to Section 8.02.

10346348.3                                          12
                Section 5.04 Liability of Trustees; Officers and Employees. No Trustee, officer,
or employee of the Asbestos PI Trust shall be liable to the Asbestos PI Trust, to any Entity
holding an Asbestos 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
PI Trust. No Trustee, officer, or employee of the Asbestos PI Trust shall be liable for any act or
omission of any other officer, employee, agent or consultant of the Asbestos PI Trust, unless
such Trustee, officer, employee or consultant of the Asbestos PI Trust, respectively, acted with
bad faith in the selection or retention of such other officer, employee, agent, or consultant of the
Asbestos PI Trust.

               Section 5.05 Compensation and Expenses of Trustees.

                 (a)     Each Trustee shall receive compensation from the Asbestos 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 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
Trustees 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 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 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 Trustees 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 Trustees 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 Trustees shall be full and complete
authorization and protection in respect of any action taken or not taken by the Trustees hereunder
in good faith and in accordance with the written opinion of any such Entity, in the absence of
gross negligence.


1
    To be determined prior to or on the Confirmation Date.
2
    To be determined prior to or on the Confirmation Date.
10346348.3                                        13
               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 PI Claim.

               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.

               Section 5.09 Retention of Reorganized Quigley. On the Effective Date, the
Asbestos PI Trust shall enter into the Asbestos PI Claims Services Agreement, pursuant to which
Reorganized Quigley shall be retained by the Asbestos PI Trust to administer the processing and
payment of the Asbestos PI Claims in accordance with the terms of the Asbestos PI Trust
Distribution Procedures.

               Section 5.10 Indemnification of Trustees and Additional Indemnitees.

                  (a)   The Asbestos 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 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,
6.07 or 7.08.

                (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 PI Claim, (iii) the administration of
the Asbestos PI Trust and the implementation of the Asbestos PI Trust Distribution Procedures,
or (iv) any activities in connection with this Asbestos PI Trust Agreement, shall be indemnified
and defended by the Asbestos 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 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 PI Trust pursuant to Section 5.10, shall be paid by the Asbestos

10346348.3                                      14
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 PI Trust.

                (d)     The Trustees may purchase and maintain reasonable amounts and types of
insurance on behalf of the Asbestos PI Trust and pay any individual who is or was a Trustee,
officer, employee, agent or representative of the Asbestos PI Trust or an 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 Section 5.10(a) of this Asbestos PI Trust
Agreement shall be made by the Asbestos PI Trust upon a determination by the Trustees that
indemnification of such Entity 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 PI Trust Assets and
all proceeds thereof and all accounts into which such proceeds of the Asbestos 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 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 PI Trust Agreement or the Asbestos 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), and (iv) the termination of the Asbestos 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.

10346348.3                                        15
                (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 Asbestos PI
Trust Distribution Procedures, such as repeated non-attendance at scheduled meetings. Such
removal shall be made by decision of the Trustees and the Trust Advisory 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 majority vote of the Trustees and the members of the Trust
Advisory Committee. The successor Future Demand Holders’ Representative shall, in either
case, be subject to Bankruptcy Court approval.

               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 PI Trust’s officers, employees and agents, and the accountants, appraisers, auditors,
forecasters and other experts retained by the Asbestos PI Trust as well as to all information
generated by them or otherwise available to the Asbestos PI Trust or the Trustees.

              Section 6.05 Compensation and Expenses of the Future Demand Holders’
Representative.

               (a)    The Future Demand Holders’ Representative shall receive monthly
compensation from the Asbestos PI Trust for his or her services as the Future Demand Holders’
Representative in the amount the greater of: (i) his normal hourly rate for the services provided;
and (ii) $5,000 per month, such compensation being subject to an annual review and adjustment
by the Trustees. Such compensation shall constitute a Trust Expense.

                (b)     The Asbestos 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 implementation 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

10346348.3                                     16
his or her duties hereunder. Such reimbursement or direct payment shall be deemed a Trust
Expense.

            Section 6.06 Procedures for Consultation with and Obtaining Consent of the
Future Demand Holders’ Representative.

                (a)     Consultation Process.

                 (i)     In the event the Trustees are required to consult with the Future Demand
         Holders’ Representative pursuant to Section 3.02(e) or on any other matters specified
         herein or in the Asbestos PI Trust Distribution Procedures, the Trustees shall provide the
         Future Demand Holders’ Representative with written advance notice of the matter under
         consideration and with such relevant information concerning the matter as is reasonably
         practicable under the circumstances. The Trustees also shall provide the Future Demand
         Holders’ Representative with such reasonable access to professionals and other experts
         retained by the Asbestos PI Trust and its staff (if any) as the Future Demand Holders’
         Representative may reasonably request during the time that the Trustees are considering
         such matter, and shall also provide the Future Demand Holders’ Representative the
         opportunity, at reasonable times and for reasonable periods of time, to discuss and
         comment on such matter with the Trustees.

                (ii)   The Trustees shall take into consideration the time required for the Future
         Demand Holders’ Representative to engage and consult, if he or she so wishes, with his
         or her own independent legal, financial or investment advisors as to such matter.

                (b)     Consent Process.

                  (i)    In the event the consent of the Future Demand Holders’ Representative is
         required pursuant to Section 3.02(f) or on any other matters specified in this Asbestos PI
         Trust Agreement or in the Asbestos PI Trust Distribution Procedures, the Trustees shall
         promptly provide the Future Demand Holders’ Representative with a written notice
         stating that his or her consent is being sought, describing in detail the nature and scope of
         the action or decision the Trustees propose to implement, and explaining in detail the
         reasons why the Trustees desire to implement such action or decision. The Trustees shall
         provide the Future Demand Holders’ Representative with as much relevant additional
         information concerning the proposed action or decision as is reasonably practicable under
         the circumstances. The Trustees also shall provide the Future Demand Holders’
         Representative with such reasonable access to professionals and other experts retained by
         the Asbestos PI Trust and its staff (if any) as the Future Demand Holders’ Representative
         may reasonably request during the time that the Trustees are considering such action or
         decision, and shall also provide the Future Demand Holders’ Representative the
         opportunity, at reasonable times and for reasonable periods of time, to discuss and
         comment on such action or decision with the Trustees.

                (ii)   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

10346348.3                                        17
         Trustees of his or her objection to such request within forty-five (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.

                (iii)    In the event the Trustees are unable to obtain the consent of the Future
         Demand Holders’ Representative on any action or decision for which consent of the
         Future Demand Holders’ Representative is required, after following the procedure set
         forth in this section, or if the Trustees and the Future Demand Holders’ Representative
         are unable to reach agreement on any matter on which the Future Demand Holders’
         Representative’s consent is required, then the matter shall be submitted promptly to
         alternative dispute resolution if mutually agreeable to the Trustees and the Future
         Demand Holders’ Representative.

               (iv)     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 6.07 Liability of Future Demand Holders’ Representative Officers and
Employees. The Future Demand Holders’ Representative shall not be liable to the Asbestos PI
Trust, to any Entity holding an Asbestos 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 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 PI Trust.

                                          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 five (5) 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 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. The Trust
Advisory Committee shall act in all cases by majority vote.
10346348.3                                       18
                Section 7.02 Duties. The Trust Advisory Committee and its members shall
serve in a fiduciary capacity representing all holders of present Asbestos PI Claims. Where
provided in this Asbestos PI Trust Agreement or the Asbestos 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)      The five (5) initial members of the Trust Advisory Committee shall serve
staggered terms of three (3), four (4), and five (5) years as shown on the signature page hereof.
Thereafter, each term of service shall be five years. Each initial member of the Trust Advisory
Committee shall serve until the earlier of (i) the end of his or her term; (ii) his or her death, (iii)
his or her resignation pursuant to Section 7.03(b), (iv) his or her removal pursuant to Section
7.03(c), and (v) the termination of the Asbestos 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 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)    In the event of a vacancy caused by the resignation or death of a Trust
Advisory Committee member, his or her successor shall be pre-selected by the resigning or
deceased Trust Advisory Committee member, or by his or her law firm in the event that such
member has not pre-selected a successor. If neither the member nor the law firm exercised the
right to make such a selection, the successor shall be chosen by a majority vote of the remaining
Trust Advisory Committee members. If a majority of the remaining members cannot agree, the
Bankruptcy Court shall appoint the successor. In the event of a vacancy caused by the removal
of a Trust Advisory Committee member, the remaining members of the Trust Advisory
Committee, by majority, shall name the successor. If the majority of the remaining members of
the Trust Advisory Committee cannot reach agreement, the Bankruptcy Court shall appoint the
successor.

               (b)      Each successor member of the Trust Advisory Committee shall serve until
the earlier of (i) the end of a full term of five (5) years if his or her predecessor member
completed his or her term, (ii) the end of the remainder of the term of the member whom he or
she is replacing if said predecessor member did not complete said term, (iii) his or her death, (iv)
his or her resignation pursuant to Section 7.03(b), (v) his or her removal pursuant to Section

10346348.3                                        19
7.03(c), and (vi) the termination of the Asbestos PI Trust pursuant to Section 8.02. Members of
the Trust Advisory Committee shall be eligible to serve successive terms.

               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 PI Trust’s officers, employees and agents, and the accountants, appraisers,
auditors, forecasters and other experts retained by the Asbestos PI Trust as well as all
information generated by them or otherwise available to the Asbestos 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 or other conduct of trust business (e.g., reviewing
documents to be discussed at meetings and conference calls to discuss trust business) at a
reasonable hourly rate set by the Trustees. The Asbestos PI Trust will promptly reimburse, or
pay directly if so instructed, the Trust Advisory Committee and each Trust Advisory Committee
member for all reasonable out-of-pocket 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 Procedures for Consultation with and Obtaining Consent of the
Trust Advisory Committee.

                (a)    Consultation Process.

                 (i)    In the event the Trustees are required to consult with the Trust Advisory
         Committee pursuant to Section 3.02(e) or on any other matters specified herein or in the
         Asbestos PI Claims Trust Distribution Procedures, the Trustees shall provide the Trust
         Advisory Committee with written advance notice of the matter under consideration and
         with such relevant information concerning the matter as is reasonably practicable under
         the circumstances. The Trustees also shall provide the Trust Advisory Committee with
         such reasonable access to professionals and other experts retained by the Asbestos PI
         Trust and its staff (if any) as the Trust Advisory Committee may reasonably request
         during the time that the Trustees are considering such matter, and shall also provide the
         Trust Advisory Committee the opportunity, at reasonable times and for reasonable
         periods of time, to discuss and comment on such matter with the Trustees.




10346348.3                                      20
               (ii)    The Trustees shall take into consideration the time required for the Trust
         Advisory Committee to engage and consult, if its members so wish, with its own
         independent legal, financial or investment advisors as to such matter.

                (b)     Consent Process.

                 (i)    In the event the consent of the Trust Advisory Committee is required
         pursuant to Section 3.02(f) or on any other matters specified in this Asbestos PI Trust
         Agreement or in the Asbestos PI Trust Distribution Procedures, the Trustees shall
         promptly provide the Trust Advisory Committee with a written notice stating that its
         consent is being sought, describing in detail the nature and scope of the action or decision
         the Trustees propose to implement, and explaining in detail the reasons why the Trustees
         desire to implement such action or decision. The Trustees shall provide the Trust
         Advisory Committee with as much relevant additional information concerning the
         proposed action or decision as is reasonably practicable under the circumstances. The
         Trustees also shall provide the Trust Advisory Committee with such reasonable access to
         professionals and other experts retained by the Asbestos PI Trust and its staff (if any) as
         the Trust Advisory Committee may reasonably request during the time that the Trustees
         are considering such action or decision, and shall also provide the Trust Advisory
         Committee the opportunity, at reasonable times and for reasonable periods of time, to
         discuss and comment on such action or decision with the Trustees.

                (ii)   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 forty-five (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.

               (iii)   Except where otherwise provided for in this Asbestos PI Trust Agreement,
         the Trust Advisory Committee shall act in all cases by majority vote.

               (iv)     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
         Committee is required, after following the procedure set forth in this section, 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 shall be
         submitted promptly to alternative dispute resolution if mutually agreeable to the Trustees
         and the Trust Advisory Committee.

                 (v)    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.

10346348.3                                       21
                Section 7.08 Liability of the Trust Advisory Committee, Officers and
Employees. No member of the Trust Advisory Committee shall be liable to the Asbestos PI
Trust, to any Entity holding an Asbestos 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 PI Trust.

                                         ARTICLE VIII

                                   GENERAL PROVISIONS

                Section 8.01 Irrevocability.

                The Asbestos PI Trust is irrevocable.

                Section 8.02 Termination.

               (a)      The Asbestos 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 PI Trust because (A) they deem it unlikely that new Asbestos PI
         Claims will be filed against the Asbestos PI Trust, and (B) Asbestos PI Claims duly filed
         with the Asbestos PI Trust have been allowed and paid to the extent provided in this
         Asbestos PI Trust Agreement and the Asbestos 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 Asbestos PI Claims have been filed with the Asbestos PI Trust;

                (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 PI Trust in a manner consistent with this
         Asbestos PI Trust Agreement and the Asbestos 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 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. of
         Massachusetts, father of the late President John F. Kennedy, living on the date hereof.


10346348.3                                      22
                 (b)   On the Termination Date, after payment of all the Asbestos 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 PI Trust Assets then held by the
Asbestos PI Trust, all monies remaining in the Asbestos 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 tax-exempt
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 modify or
amend this Asbestos PI Trust Agreement or any document annexed to it, including, without
limitation, the Trust Bylaws and the Asbestos PI Trust Distribution Procedures (provided,
however, the provisions of the Asbestos 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 PI Trust Agreement to the contrary, neither this Asbestos PI Trust Agreement, the
Trust Bylaws, the Asbestos 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 PI Channeling Injunctions and the Asbestos Insurance Entity Injunction set out
in the Plan and Confirmation Order, the Asbestos 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
Asbestos 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 PI
Trust Agreement

               Section 8.05 Severability. Should any provision in this Asbestos 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 Asbestos PI Trust
Agreement.

               Section 8.06 Notices. Notices to Entities asserting Asbestos PI Claims against
the Asbestos 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 PI Trust with respect to his or her or its Asbestos PI Claim or as otherwise provided to
the Asbestos PI Trust. All notices or other reports required or permitted by this Asbestos PI

10346348.3                                     23
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 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 PI Trust through the Trustees:

               ___________________________
               ___________________________
               ___________________________
               Attention: __________________

               To the Trust Advisory Committee:

               ___________________________
               ___________________________
               ___________________________
               Attention: __________________

               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 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: President

10346348.3                                        24
               With a copy to:

               Schulte Roth & Zabel LLP
               919 Third Avenue
               New York, New York 10022
               Attention: Michael L. Cook, Esq.
                          Lawrence V. Gelber, Esq.

                Section 8.07 Successors and Assigns. The provisions of this Asbestos PI Trust
Agreement shall be binding upon and inure to the benefit of the Debtor, Reorganized Quigley,
the Asbestos PI Trust and the Trustees and their respective successors and assigns, except that
neither the Debtor nor the Asbestos PI Trust nor the Trustees may assign or otherwise transfer
any of its, or his or her rights or obligations under this Asbestos PI Trust Agreement, except, in
the case of the Asbestos PI Trust and the Trustees, as contemplated by Section 3.01.

               Section 8.08 Limitation on Claim Interests for Securities Laws Purposes.
Asbestos 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 PI Claim as a result of its satisfaction of
such Asbestos 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.

                Section 8.09 Entire Agreement; No Waiver. The entire agreement of the parties
relating to the subject matter of this Asbestos PI Trust Agreement is contained herein and in the
documents referred to herein, and this Asbestos 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 shall 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 PI Trust Agreement
are inserted for convenience only and do not constitute a portion of this Asbestos PI Trust
Agreement or in any manner affect the construction of the provisions of this Asbestos PI Trust
Agreement

              Section 8.11 Governing Law. This Asbestos 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 Asbestos PI
Trust Agreement or under the Asbestos 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 PI Trust Distribution Procedures or in the Trust Bylaws.
Notwithstanding anything else contained herein, to the extent any provision of this Asbestos PI

10346348.3                                      25
Trust Agreement is inconsistent with any provision of the Plan or the Asbestos PI Trust
Distribution Procedures, the Plan or the Asbestos PI Trust Distribution Procedures shall control.

              Section 8.13 Enforcement and Administration. The provisions of this Asbestos
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 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 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 PI Trust.

                                   [signature page to follow]




10346348.3                                     26
                           Exhibit A
                   to Quigley Company, Inc.
            Asbestos Personal Injury Trust Agreement


             INDEMNIFICATION AGREEMENT


                         by and among


                    Quigley Company, Inc.


                              and


                          Pfizer Inc.,


                              and


             [_____________________________],
              as Managing Trustee for the Quigley
                 Asbestos Personal Injury Trust,


                          dated as of
                     [___________], 2008




9944897.8
                            INDEMNIFICATION AGREEMENT

               This Indemnification Agreement (this “Agreement”) is effective as of
[__________], 2008, by and among (i) Quigley Company, Inc. (the “Debtor”), a debtor and
debtor in possession in Case No. 04-15739 (SMB) before the United States Bankruptcy Court for
the Southern District of New York, (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 PI Trust (the
“Asbestos PI Trust”).

                                          RECITALS

               WHEREAS, at the time of the entry of the order for relief in the Chapter 11 Case,
personal-injury and wrongful-death claims based on the presence of, or exposure to, asbestos or
asbestos-containing products had been asserted against the Debtor, Pfizer and certain other Pfizer
Protected Parties; 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 (SMB),
pending before the Bankruptcy Court; and

              WHEREAS, the Plan provides for, among other things, the creation of the
Asbestos PI Trust; and

               WHEREAS, all Asbestos PI Claims are channeled to the Asbestos PI Trust
pursuant to the Asbestos PI Channeling Injunction;

               WHEREAS, notwithstanding the Asbestos PI Channeling Injunction, to the
extent any Asbestos PI Claim is asserted against Quigley, Pfizer or any other Pfizer Protected
Party, the Asbestos 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 Personal Injury Trust Agreement (the “Asbestos PI Trust Agreement”); and

              WHEREAS, pursuant to the Plan and the Asbestos PI Trust Agreement, the
Asbestos PI Trust is to use its assets and income to pay Asbestos PI Claims; and

                 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 PI Claims; and




9944897.8
               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 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
Transferred Insurance Rights to the Asbestos PI Trust; and

             WHEREAS, the Asbestos PI Trust Agreement requires that the Asbestos PI Trust
indemnify Quigley, Pfizer and the other Pfizer Protected Parties for Asbestos PI Claims.

              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. Fourth Amended and Restated 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 PI Claim” means: any Claim or Demand seeking recovery for damages
for bodily injury allegedly caused by the presence of, or exposure to, asbestos or asbestos-
containing products (1) against or on Quigley or Reorganized Quigley; and (2) against or on any
other Entity that is alleged to be directly or indirectly liable for the conduct of, Claims against or
Demands on Quigley to the extent such alleged liability arises by reason of— (a) the other
Entity’s ownership of a financial interest in Quigley, a past or present Affiliate of Quigley,
Reorganized Quigley or a predecessor in interest of Quigley or Reorganized Quigley; (b) the
other Entity’s involvement in the management of Quigley, Reorganized Quigley or a predecessor
in interest of Quigley or Reorganized Quigley, or service as an officer, director or employee of
Quigley, Reorganized Quigley or a related party; (c) the other Entity’s provision of insurance to
Quigley, Reorganized Quigley or a related party; or (d) the other Entity’s involvement in a
transaction changing the corporate structure, or in a loan or other financial transaction affecting
the financial condition, of Quigley, Reorganized Quigley or a related party, including but not
limited to— (i) involvement in providing financing (debt or equity), or advice to an Entity
involved in such a transaction; or (ii) acquiring or selling a financial interest in an Entity as part
of such a transaction. “Asbestos PI Claims” shall include, without limitation, Indirect Asbestos

9944897.8                                         2
PI Claims, Asbestos PI Deficiency Claims and Trust Expenses. “Asbestos PI Claims” will not
include any Claim against a Quigley Person or any Pfizer Protected Party for benefits under any
government-mandated workers’ compensation system. “Asbestos PI Claims” will include,
without limitation, Indirect Asbestos PI Claims, Asbestos PI Deficiency Claims and Trust
Expenses.

               “Indemnified Claims” means any claims against any of the Indemnitees relating
to or in any way arising out of an Asbestos PI Claim, a Shared Asbestos Insurance Policy or an
Insurance Settlement Agreement.

                “Indemnitees” means Quigley Company, Inc. and each Pfizer Protected Party and
their respective past, present and future Representatives.

               “Insurance Settlement Agreements” means the agreements listed on the annexed
Exhibit F, as such exhibit may be amended, supplemented, or otherwise modified by Quigley
from time to time prior to the Effective Date; provided, however, that "Insurance Settlement
Agreements" shall not include the AIG Insurance Settlement Agreement or any insurance
settlement agreement related to the Shared Asbestos-Excluded Insurance Policies or the Shared
Asbestos-Excluded Claims-Made Insurance Policies.

               “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.

              “Party” means each of the signatories hereto.

              “Pfizer Protected Parties” means: (a) Pfizer; (b) Pfizer's Affiliates (other than
Quigley) as of the date hereof, including without limitation, those listed on Schedule 1 hereto;
and (c) Mineral Technologies Inc.

               “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.

               "Shared Asbestos Insurance Policies" means the occurrence-based policies issued
to Pfizer which provide coverage to Pfizer and Quigley for, among other things, all or certain
Asbestos PI 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
Insurance Policies shall not include the policies issued by the AIG Companies that are subject to
the AIG Insurance Settlement Agreement.




9944897.8                                      3
                                           ARTICLE II

                                      INDEMNIFICATION

               Section 2.1 Indemnification by the Asbestos PI Trust. Except as otherwise
provided in this Agreement, the Asbestos 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 PI Claims.

              In the event that the Asbestos 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 PI Trust the amount by which the payment made
by the Asbestos PI Trust exceeds the actual cost of the associated indemnified Liability.

               Section 2.2     Procedures for Defense, Settlement, and Indemnification of Trust
Claims.

                (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 PI Trust may be obligated to provide indemnification to such Indemnitee pursuant
to Section 2.1, the Indemnitee shall give the Asbestos 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
PI Trust of its obligations under this Article II, except to the extent that the Asbestos PI Trust is
actually and substantially prejudiced by such delay or failure to give notice.

               (b)     Defense by Asbestos PI Trust. The Asbestos PI Trust shall have the sole
right to manage the defense of any Indemnified Claim for which the Asbestos 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
PI Trust shall notify the Indemnitee that the Asbestos 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 PI Trust fails to assume
responsibility for managing the defense of an Indemnified Claim for which the Asbestos 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 PI Trust shall reimburse all such costs and expenses in the event it is ultimately
determined that the Asbestos PI Trust is obligated to indemnify the Indemnitee with respect to
such Indemnified Claim.

9944897.8                                        4
              (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 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 Asbestos PI
Trust to or on behalf of any Indemnitee in connection with any Indemnified Claim, the Asbestos
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 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 against any claimant or plaintiff
asserting such Indemnified Claim or against any other Entity. Such Indemnitee shall cooperate
with the Asbestos PI Trust in a reasonable manner, and at the cost and expense of the Asbestos
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 for 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 Section 3.4.
9944897.8                                        5
            If to the Asbestos PI Trust through the Trustees:

            [_______________________________]
            [_______________________________]
            [_______________________________]
            [_______________________________]
            [_______________________________]

            If to the Debtor:

            52 Vanderbilt Avenue
            New York, New York 10017
            Attention: President
            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

                   -and-

            Powers & Frost, L.L.P.
            One Houston Center
            1221 McKinney Street, Suite 2400
            Houston, TX 77010
9944897.8                                     6
               Attention: Sharla J. Frost, Esq.
               Telephone: (713) 767-1555
               Facsimile: (713) 767-1799

               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
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.

                Section 3.6 Other Agreements Evidencing Indemnification Obligations. The
Asbestos 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 PI Trust’s agreement
that the indemnification obligations of the Asbestos 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 foregoing, 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 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.


9944897.8                                         7
            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.




9944897.8                                    8
                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: ____________________________




9944897.8                                     9
                           Exhibit B
                   to Quigley Company, Inc.
            Asbestos Personal Injury Trust Agreement




               QUIGLEY COMPANY, INC.
              ASBESTOS PI TRUST BYLAWS




9936293.6
                                 QUIGLEY COMPANY, INC.
                                ASBESTOS PI TRUST BYLAWS

                                             ARTICLE I

                                              OFFICES

                Section 1.      Principal Office. The Trustees shall determine the location of the
initial principal office of the Quigley Company, Inc. Asbestos PI Trust (the “Asbestos PI Trust”)
once they are appointed. The Trustees may change the principal office of the Asbestos PI Trust
from time to time.

                Section 2.     Other Offices. The Asbestos PI Trust1 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 PI Trust.

                                            ARTICLE II

                                             TRUSTEES

                Section 1.    Control of Property, Business, and Affairs. The property, business,
and affairs of the Asbestos 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 Personal Injury Trust Agreement (the “Asbestos 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.
Fourth Amended and Restated Plan of Reorganization Under Chapter 11 of 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.

9936293.6                                          1
                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 shall 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 telephone conference 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 PI Trust
shall be the Managing Trustee, as appointed pursuant to Section 5.01 of the Asbestos PI Trust
Agreement. The Managing Trustee shall have the authority to legally bind the Asbestos PI Trust
upon an act of the Trustees pursuant to Section 2 of Article II hereof. The Asbestos 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 PI
Trust.

                Section 2.     Election and Term of Office. The principal officer or officers of
the Asbestos 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.



9936293.6                                         2
               Section 3.      Subordinate Officers.    In addition to the principal officer
enumerated in Section 1 of this Article III, the Asbestos 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 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 may be removed pursuant to
Section 5.02(c) of the Asbestos PI Trust Agreement. 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.

               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 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 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 PI Trust Agreement, the Asbestos PI Trust Agreement shall govern. In
the event of an inconsistency between these Bylaws and the Plan, the Plan shall govern.




9936293.6                                       3
                             EXHIBIT B

                                TO

     QUIGLEY COMPANY, INC. FOURTH AMENDED AND RESTATED PLAN OF
      REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE



             ASBESTOS PI TRUST DISTRIBUTION PROCEDURES




10435617.7
                                B-1
                                      Third Amended Exhibit B
             to Quigley Company, Inc. Fourth Amended and Restated Plan of Reorganization
                              Under Chapter 11 of the Bankruptcy Code




                               QUIGLEY COMPANY, INC.
                     ASBESTOS PI TRUST DISTRIBUTION PROCEDURES




10346438.3
                                 QUIGLEY COMPANY, INC.
                       ASBESTOS PI TRUST DISTRIBUTION PROCEDURES

                                               TABLE OF CONTENTS

                                                                                                                            Page


ARTICLE I INTRODUCTION .......................................................................................................1
     Section 1.1 Purpose.........................................................................................................1
     Section 1.2 Interpretation................................................................................................1
     Section 1.3 Definitions....................................................................................................1

ARTICLE II OVERVIEW...............................................................................................................1
     Section 2.1 Asbestos PI Trust Goals...............................................................................1
     Section 2.2 Claims Liquidation Procedures — General Overview ................................2
            (a)  General Process for Liquidation of Asbestos PI Claims..............................2
            (b)  Unresolved Disputes ....................................................................................3
     Section 2.3 Application of the Payment Percentage.......................................................3
     Section 2.4 Asbestos PI Trust’s Determination of the Maximum Annual
                 Payment and Maximum Available Payment for Asbestos PI Claims..........3
     Section 2.5 Claims Payment Ratio for Asbestos PI Claims ...........................................4
     Section 2.6 Intentionally Omitted ...................................................................................5
     Section 2.7 Indirect Asbestos PI Claims.........................................................................5

ARTICLE III ASBESTOS TDP ADMINISTRATION ..................................................................5
     Section 3.1 Asbestos Trust Advisory Committee and Future Demand Holders’
                 Representative..............................................................................................5
     Section 3.2 Consent and Consultation Procedures .........................................................6

ARTICLE IV PAYMENT PERCENTAGE; PERIODIC ESTIMATES.........................................6
     Section 4.1 Uncertainty of Quigley’s Personal Injury Asbestos Liabilities ...................6
     Section 4.2 Computation of Payment Percentage...........................................................6
     Section 4.3 Applicability of the Payment Percentage.....................................................7

ARTICLE V RESOLUTION OF ASBESTOS PI CLAIMS...........................................................7
     Section 5.1 Ordering, Processing and Payment of Claims .............................................7
            (a)  Ordering of Claims ......................................................................................7
                 (1)    Establishment of the FIFO Processing Queue .................................7
                 (2)    Effect of Statutes of Limitations and Repose ..................................8
            (b)  Processing of Claims....................................................................................9
            (c)  Payment of Claims.......................................................................................9
     Section 5.2 Resolution of Pre-Petition Liquidated Asbestos PI Claims .........................9
            (a)  Processing and Payment ..............................................................................9
            (b)  Marshalling of Security..............................................................................11
     Section 5.3 Resolution of Unliquidated Asbestos PI Claims........................................11
            (a)  Expedited Review Process – Asbestos PI Claims......................................12

10346438.3
                                                              –i–
                              In General.......................................................................................12
                             (1)
                              Claims Processing under Expedited Review for Asbestos PI
                             (2)
                                        Claims ................................................................................12
                      (3)     Disease Levels, Scheduled Values and Medical/Exposure
                                        Criteria for Asbestos PI Claims .........................................12
                (b)   Individual Review Process for Asbestos PI Claims...................................16
                      (1)     In General.......................................................................................16
                              (A)       Review of Medical/Exposure Criteria ...............................17
                              (B)       Review of Liquidated Value for Asbestos PI Claims
                                                    in Disease Levels III-VII .......................................17
                      (2)     Valuation Factors to be Considered in Individual Review
                                        for Asbestos PI Claims.......................................................17
                      (3)     Scheduled, Average and Maximum Values...................................18
         Section 5.4  Categorizing Claims as Extraordinary and/or Exigent Hardship...............19
                (a)   Extraordinary Claims .................................................................................19
                (b)   Exigent Hardship Claims ...........................................................................19
         Section 5.5  Secondary Exposure Claims ......................................................................20
         Section 5.6  Indirect Asbestos PI Claims.......................................................................20
         Section 5.7  Evidentiary Requirements..........................................................................21
                (a)   Medical Evidence – Asbestos PI Claims ...................................................21
                      (1)     In General.......................................................................................21
                              (A)       Disease Levels I-III............................................................22
                              (B)       Disease Levels IV-VII .......................................................22
                              (C)       Exception to the Exception for Certain Pre-Petition
                                                    Claims ....................................................................22
                      (2)     Credibility of Medical Evidence....................................................22
                (b)   Exposure Evidence – Asbestos PI Claims .................................................23
                      (1)     In General.......................................................................................23
                      (2)     Significant Occupational Exposure................................................23
                      (3)     Quigley Exposure...........................................................................23
         Section 5.8  Claims Audit Program ...............................................................................24
         Section 5.9  Second Disease (Malignancy) Claims .......................................................24
         Section 5.10 Arbitration..................................................................................................24
                (a)   Establishment of ADR Procedures ............................................................24
                (b)   Claims Eligible for Arbitration ..................................................................25
                (c)   Limitations on and Payment of Arbitration Awards..................................25
         Section 5.11 Litigation....................................................................................................25

ARTICLE VI CLAIMS MATERIALS .........................................................................................25
     Section 6.1 Claims Materials ........................................................................................25
     Section 6.2 Content of Claims Materials ......................................................................26
     Section 6.3 Withdrawal or Deferral of Claims .............................................................26
     Section 6.4 Filing Requirements and Fees....................................................................26

ARTICLE VII GUIDELINES FOR LIQUIDATING AND PAYING CLAIMS .........................26
     Section 7.1 Showing Required......................................................................................26
     Section 7.2 Costs Considered .......................................................................................27

10346438.3
                                                                   – ii –
         Section 7.3  Discretion to Vary the Order and Amounts of Payments in Event
                      of Limited Liquidity...................................................................................27
         Section 7.4 Punitive Damages ......................................................................................27
         Section 7.5  Interest........................................................................................................28
                (a)   In General...................................................................................................28
                (b)   Unliquidated Asbestos PI Claims ..............................................................28
                (c)   Liquidated Pre-Petition Asbestos PI Claims..............................................28
         Section 7.6  Suits in the Tort System.............................................................................28
         Section 7.7  Payment of Judgments for Money Damages .............................................29
         Section 7.8  Releases......................................................................................................29
         Section 7.9  Third-Party Services ..................................................................................29
         Section 7.10 Asbestos PI Trust Disclosure of Information.............................................30

ARTICLE VIII MISCELLANEOUS ............................................................................................30
     Section 8.1 Amendments ..............................................................................................30
     Section 8.2 Severability ................................................................................................30
     Section 8.3 Governing Law ..........................................................................................30




10346438.3
                                                                    – iii –
                            QUIGLEY COMPANY, INC.
                  ASBESTOS PI TRUST DISTRIBUTION PROCEDURES

        The QUIGLEY COMPANY, INC. ASBESTOS PI TRUST DISTRIBUTION
PROCEDURES (“Asbestos TDP”) contained herein provide for resolving all Asbestos PI Claims
(as that term is defined herein and in the Quigley Company, Inc. Fourth Amended and Restated
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (“Plan”)) as provided in and
required by the Plan and by the Quigley Company, Inc. Asbestos PI Trust Agreement (“Asbestos
PI Trust Agreement”). The Plan and Asbestos PI Trust Agreement establish the Quigley
Company, Inc. Asbestos PI Trust (“Asbestos PI Trust”). The Trustees of the Asbestos PI Trust
(“Trustees”) shall implement and administer this Asbestos TDP in accordance with the Asbestos
PI Trust Agreement.

                                           SECTION I

                                           Introduction

                Section 1.1. Purpose. This Asbestos TDP has been adopted pursuant to the
Asbestos PI Trust Agreement. It is designed to provide fair, equitable and substantially similar
treatment for all Asbestos PI Claims that may currently exist or may arise in the future in
substantially the same manner.

               Section 1.2. Interpretation. Nothing in this Asbestos TDP shall be deemed to
create a substantive right for any claimant.

              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 PI Trust
Agreement.

                                          SECTION II

                                            Overview

                Section 2.1. Asbestos PI Trust Goals. The goal of the Asbestos PI Trust is to
treat all claimants equitably. This Asbestos TDP furthers that goal by setting forth procedures
for processing and paying Quigley’s several share of the unpaid portion of the liquidated value of
Asbestos PI Claims generally on an impartial, first in first out (“FIFO”) basis, with the intention
of paying all claimants over time as equivalent a share as possible of the value of their claims
based on historical values for substantially similar claims in the tort system. To this end, this
Asbestos TDP establishes a schedule of seven asbestos-related diseases (“Disease Levels”) for
the resolution of Asbestos PI Claims. All Disease Levels have presumptive medical and
exposure requirements (“Medical/Exposure Criteria”) and specific liquidated values, six have
specific liquidated values (“Scheduled Values”), and all seven have anticipated average values
(“Average Values”) and caps on their liquidated values (“Maximum Values”). The Disease
Levels, Medical/Exposure Criteria, Scheduled Values, Average Values and Maximum Values,
which are set forth in Section 5.3(a)(3) below, have all been selected and derived with the

10346438.3
                                              –1–
intention of achieving a fair allocation of the Asbestos PI Trust Assets as among Asbestos PI
Claimants suffering from different disease processes in light of the best available information
considering the settlement history of Quigley and the rights claimants would have in the tort
system absent the Chapter 11 Case.

                Section 2.2. Claims Liquidation Procedures — General Overview. Asbestos PI
Claims shall be processed based on their place in a FIFO Processing Queue to be established
pursuant to Section 5.1(a)(1) below. The Asbestos PI Trust shall take all reasonable steps to
resolve Asbestos PI Claims as efficiently and expeditiously as possible at each stage of claims
processing and arbitration. To this end, the Asbestos PI Trust, in its sole discretion, may conduct
settlement discussions with claimants’ representatives with respect to more than one claim at a
time, provided that the claimants’ respective positions in the FIFO Processing Queue are
maintained and each claim is individually evaluated pursuant to the valuation factors set forth in
Section 5.3(b)(2) below. The Asbestos PI Trust shall also make every effort to resolve each year
at least that number of Asbestos PI Claims required to exhaust the Maximum Annual Payment
and the Maximum Available Payment for Category A Claims and Category B Claims, as those
terms are defined below.

                (a)     General Process for Liquidation of Asbestos PI Claims. The Asbestos PI
Trust shall liquidate all Asbestos PI Claims except Foreign Claims (as defined below) that meet
the presumptive Medical/Exposure Criteria of Disease Levels I-IV, VI, and VII under the
Expedited Review Process described in Section 5.3(a) below. Claims involving Disease
Levels I-IV, VI, and VII that do not meet the presumptive Medical/Exposure Criteria for the
relevant Disease Level may undergo the Asbestos PI Trust’s Individual Review Process
described in Section 5.3(b) below. In such a case, notwithstanding that the claim does not meet
the presumptive Medical/Exposure Criteria for the relevant Disease Level, the Asbestos PI Trust
can offer the claimant an amount up to the Scheduled Value of that Disease Level if the Asbestos
PI Trust is satisfied that the claimant has presented a claim that would be cognizable and valid in
the tort system.

        Claims in Disease Levels III-VII tend to raise more complex valuation issues than the
claims in Disease Levels I-II. Holders of Asbestos PI Claims involving Disease Levels III, IV,
VI or VII may in addition or alternatively seek to establish a liquidated value for the claim that is
greater than its Scheduled Value by electing the Asbestos PI Trust’s Individual Review Process.
However, the liquidated value of an Asbestos PI Claim in Disease Levels III, IV, VI, or VII 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 the claim qualifies as an Extraordinary
Claim as defined in Section 5.4(a) below, in which case its liquidated value cannot exceed the
Maximum Extraordinary Value specified in that provision for such claims. Level V (Lung
Cancer 2) claims and all Foreign Claims may be liquidated only pursuant to the Asbestos PI
Trust’s Individual Review Process.

        Based upon Quigley’s claims settlement history in light of applicable tort law and current
projections of present and future unliquidated claims, the Scheduled Values and Maximum
Values for Asbestos PI Claims set forth in Section 5.3(b)(3) have been established for each of the
Disease Levels that are eligible for Individual Review of their liquidated values, with the

10346438.3                                      -2-
expectation that the combination of settlements at the Scheduled Values and those resulting from
the Individual Review Process shall result in the Average Values also set forth in that provision.

                (b)    Unresolved Disputes. All unresolved disputes over a claimant’s medical
condition, exposure to asbestos or asbestos-containing products, compliance with the
Medical/Exposure Criteria specified at Section 5.3(a)(3), and/or the liquidated value of an
Asbestos PI Claim shall be subject to binding or non-binding arbitration as set forth in
Section 5.10 below, at the election of the claimant, under the ADR Procedures that are provided
in Attachment A hereto. Asbestos PI Claims that are the subject of a dispute with the Asbestos
PI Trust that cannot be resolved by non-binding arbitration may enter the tort system as provided
in Section 7.6 below. However, if and when a claimant obtains a judgment in the tort system, the
judgment shall be payable (subject to the Payment Percentage, the Maximum Available
Payment, and the 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 PI Claim, as defined in Section 5.3(a)(3) below, is determined pursuant to the
applicable procedures set forth herein for Expedited Review, Individual Review, arbitration, or
litigation in the tort system, the claimant shall ultimately receive a pro rata share of that value
based on a Payment Percentage described in Section 4.2 below. The Payment Percentage shall
also apply to all Pre-Petition Liquidated Asbestos PI Trust Claims as provided in Section 5.2
below.

         The initial Payment Percentage shall be 7.5% percent.

         The Payment Percentage may be adjusted upwards or downwards from time to time by
the Trustees with the consent of the Trust Advisory Committee and the Future Demand Holders’
Representative to reflect then-current estimates of the Asbestos PI Trust’s assets and its
liabilities, as well as the then-estimated value of pending and future Asbestos PI Claims. If the
Payment Percentage is increased over time, claimants whose claims were liquidated and paid in
prior periods under this Asbestos TDP shall not receive additional payments except as provided
in Section 4.2 below relating to circumstances in which the Asbestos PI Trust has received a
substantial recovery of insurance proceeds. Because there is uncertainty in the prediction of both
the number and severity of future Asbestos PI Claims, and the amount of the Asbestos PI Trust’s
assets, no guarantee can be made of any Payment Percentage.

                Section 2.4. Asbestos PI Trust’s Determination of the Maximum Annual
Payment and Maximum Available Payment for Asbestos PI Claims. The Asbestos PI Trust shall
estimate or model the amount of cash flow anticipated to be necessary over its entire life to
ensure that funds shall be available to treat all present and future Asbestos PI Claimants as
similarly as possible. In each year, the Asbestos PI Trust shall be empowered to pay out all of
the interest earned during the year on assets, together with a portion of its principal, calculated so
that the application of Asbestos PI Trust funds over its life shall correspond with the needs
created by the anticipated flow of Asbestos PI Claims (the “Maximum Annual Payment”), taking
into account the Payment Percentage provisions set forth in Sections 2.3 above and 4.2 below.



10346438.3                                      -3-
The Asbestos PI Trust’s distributions to all Asbestos PI Claimants for that year shall not exceed
the Maximum Annual Payment determined for that year.

        In distributing the Maximum Annual Payment, the Asbestos PI Trust shall first allocate
the amount in question to outstanding Pre-Petition Liquidated Asbestos PI Claims, if any. The
remaining portion of the Maximum Annual Payment (the “Maximum Available Payment”), if
any, shall then be allocated and used to satisfy all other liquidated Asbestos PI Claims, subject to
the Claims Payment Ratio set forth in Section 2.5 below. In the event there are insufficient funds
in any year to pay the total number of outstanding Pre-Petition Liquidated Asbestos PI Claims,
the available funds allocated to that group of claims shall be paid to the maximum extent to
claimants based on their place in their respective FIFO Payment Queue. Claims in either group
for which there are insufficient funds shall be carried over to the next year and placed at the head
of their FIFO Payment Queue.

               Section 2.5. Claims Payment Ratio for Asbestos PI Claims. Based upon
Quigley’s claims settlement history and analysis of present and future claims, a Claims Payment
Ratio has been determined which, as of the Effective Date, has been set at 83% for Category A
Claims, which consist of Asbestos PI Claims involving severe asbestosis and malignancies
(Disease Levels III-VII) that were unliquidated as of the Petition Date, and at 17% for Category
B Claims, which are Asbestos PI Claims involving non-malignant Asbestosis or Pleural Disease
(Disease Levels I and II) that were unliquidated as of the Petition Date. The Claims Payment
Ratio shall not apply to any Pre-Petition Liquidated Asbestos PI Claims. In each year, after the
determination of the Maximum Available Payment described in Section 2.4 above, 83% of that
amount shall be available to pay Category A Claims and 17% shall be available to pay Category
B Claims that have been liquidated since the Petition Date.

        In the event there are insufficient funds in any year to pay the liquidated Asbestos PI
Claims within either or both of the Categories, the available funds allocated to the particular
Category shall be paid to the maximum extent to claimants in that Category based on their place
in the FIFO Payment Queue described in Section 5.1(c) below, which shall be based upon the
date of claim liquidation. Claims for which there are insufficient funds allocated to the relevant
Category shall be carried over to the next year where they shall be placed 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 respective Maximum Available Payment
amount for that Category, then the excess funds for either or both Categories shall be rolled over
and remain dedicated to the respective Category to which they were originally allocated.

        The 83%/17% Claims Payment Ratio and its rollover provision shall apply to all
Asbestos PI Trust Voting Claims except Pre-Petition Liquidated Asbestos PI Claims. The term
“Asbestos PI Trust Voting Claims” includes (i) Pre-Petition Liquidated Asbestos PI Claims as
defined in Section 5.2(a) below; and (ii) claims filed against Quigley in the tort system or
actually submitted to Quigley pursuant to an administrative settlement agreement prior to the
Petition Date; provided, however, that the holder of a claim described in subsection (i) or (ii)
above, or his or her authorized agent, actually voted to accept or reject the Plan pursuant to the
voting procedures established by the Bankruptcy Court, and provided further that the claim was
subsequently filed with the Asbestos PI Trust pursuant to Section 6.1 below by the Initial Claims
Filing Date defined in Section 5.1(a) below.

10346438.3                                     -4-
       The initial 83%/17% Claims Payment Ratio shall not be amended until the fifth
anniversary of the Effective Date. Thereafter, both the 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. However, the accumulation,
rollover and subsequent delay 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
numbers 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.

        In considering whether to make any amendments to the Claims Payment Ratio and/or its
rollover provisions, the Trustees shall 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 Trust Advisory Committee and the Future Demand Holders’ Representative
pursuant to the consent process set forth in Sections 6.06(b) and 7.07(b) of the Asbestos PI Trust
Agreement. However, 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 claims in either Category A or Category B in return for more prompt payment (the
“Reduced Payment Option”).

               Section 2.6.   Intentionally Omitted.

              Section 2.7. Indirect Asbestos PI Claims. As set forth in Section 5.6 below,
Indirect Asbestos PI Claims, if any, shall be subject to the same categorization, evaluation, and
payment provisions of this Asbestos TDP as all other Asbestos PI Claims.

                                          SECTION III

                                  Asbestos TDP Administration

               Section 3.1. Asbestos Trust Advisory Committee and Future Demand Holders’
Representative. Pursuant to the Plan and the Asbestos PI Trust Agreement, the Asbestos PI
Trust and this Asbestos TDP shall be administered by the Trustees in consultation with the Trust
Advisory Committee, which represents the interests of holders of present Asbestos PI Claims,
and the Future Demand Holders’ Representative, who represents the interests of holders of
Demands. The Trustees shall obtain the consent of the Trust Advisory Committee and the Future
Demand Holders’ Representative on any amendments to these Procedures pursuant to
Section 8.1 below, and on such other matters as are otherwise required below and in
Section 3.02(f) of the Asbestos 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 3.02(e) of the Asbestos PI Trust Agreement. The initial


10346438.3                                     -5-
members of the Trust Advisory Committee and the initial Future Demand Holders’
Representative are identified in the Asbestos PI Trust Agreement.

               Section 3.2. Consent and Consultation Procedures. In those circumstances in
which consultation or consent is required, the Trustees shall 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 shall not implement such amendment nor take
such action unless and until the parties have engaged in the Consultation Process described in
Sections 6.06(a) and 7.07(a) of the Asbestos PI Trust Agreement, or the Consent Process
described in Sections 6.06(b) and 7.07(b) of the Asbestos PI Trust Agreement, respectively.

                                           SECTION IV

                             Payment Percentage; Periodic Estimates

               Section 4.1. Uncertainty of Quigley’s Personal Injury Asbestos Liabilities. As
specified above, there is inherent uncertainty regarding Quigley’s total asbestos tort liabilities, as
well as the total value of the assets available to the Asbestos PI Trust. Consequently, there is
inherent uncertainty regarding the amounts that holders of Asbestos PI Claims shall receive. To
seek to ensure substantially equivalent treatment of all Asbestos PI Claims, the Trustees must
determine from time to time the percentage of full liquidated value that holders of Asbestos PI
Claims shall be likely to receive, i.e., the “Payment Percentage” described in Section 2.3 above
and Section 4.2 below.

                Section 4.2. Computation of Payment Percentage. As provided in Section 2.3
above, the initial Payment Percentage for Asbestos PI Claims shall be 7.5%. The initial Payment
Percentage shall thereafter be subject to change pursuant to the terms of this Asbestos TDP and
the Asbestos 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.

        In any event, no less frequently than once every three years, commencing with the first
day of January occurring 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 must base their determination of the Payment Percentage on current
estimates of the number, types, and values of Asbestos PI Claims, the value of the assets then
available to the Asbestos PI Trust for the payment of Asbestos PI Claims, all anticipated
administrative and legal expenses, and any 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 PI Claims. When making these determinations, the Trustees shall exercise common
sense and flexibly evaluate all relevant factors. The Payment Percentage applicable to Category

10346438.3                                      -6-
A Claims 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, but the
payment may be deferred as needed, and a Reduced Payment Option may be instituted.

               Section 4.3. Applicability of the Payment Percentage. Except as otherwise
provided in Section 5.1(c) below for Asbestos PI Claims involving deceased or incompetent
claimants for which approval of the Asbestos PI Trust’s offer by a court or through a probate
process is required, no holder of any other Asbestos PI Claim shall receive a payment that
exceeds the liquidated value of the claim times the Payment Percentage in effect at the time of
payment.

        If a re-determination 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 was the
lower amount but was not subsequently adopted, the claimant shall thereafter receive the
difference between the lower proposed amount and the higher current amount. Conversely, if the
proposed Payment Percentage was the higher amount and was subsequently adopted, the
claimant shall thereafter receive the difference between the lower current amount and the higher
adopted amount.

       The uncertainty surrounding the amount of the assets is due in part to the uncertainty of
estimating the additional funds the Asbestos PI Trust may receive from the Quigley Insurance
Transfer. If the Asbestos PI Trust receives a recovery of insurance proceeds, the Asbestos PI
Trust shall use those proceeds first to maintain the Payment Percentage then in effect.

        However, if the insurance recovery exceeds the amount estimated to be reasonably
necessary to maintain the Payment Percentage then in effect for Asbestos PI Claims, the
Trustees, with the 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, and shall also make supplemental payments to claimants who previously liquidated their
claims against the Asbestos PI Trust and received payments based on a lower Payment
Percentage. The amount of any such supplemental payment shall be the liquidated value of the
claim in question times the newly adjusted Payment Percentage, less all amounts previously paid
to the claimant with respect to the claim.

                                          SECTION V

                               Resolution of Asbestos PI Claims

              Section 5.1.   Ordering, Processing and Payment of Claims.

              (a)     Ordering of Claims.

                      (1)     Establishment of the FIFO Processing Queue. The Asbestos PI
Trust shall order Asbestos PI Claims that are sufficiently complete to be reviewed for processing
purposes on a FIFO basis except as otherwise provided herein (the “FIFO Processing Queue”).

10346438.3                                    -7-
For all claims filed on or before the date six months after the date that the Asbestos PI Trust first
makes available the proof of claim forms and other claims materials required to file a claim with
the Asbestos PI Trust (the “Initial Claims Filing Date”), a claimant’s position in the FIFO
Processing Queue shall be determined as of the earlier of (i) the date prior to the Petition Date (if
any) that the specific claim was either filed against Quigley in the tort system or was actually
submitted to Quigley pursuant to an administrative settlement agreement; (ii) the date before the
Petition Date that a claim was filed against another defendant in the tort system if at the time the
claim was subject to a tolling agreement with Quigley; (iii) the date after the Petition Date (if
any) but before the Initial Claims Filing Date that the claim was filed against another defendant
in the tort system; (iv) the date after the Petition Date (if any) but before the Effective Date that a
Proof of Claim was filed against Quigley in Quigley’s Chapter 11 Case; (v) the date a ballot was
submitted in Quigley’s Chapter 11 Case for purposes of voting on the Plan in accordance with
the voting procedures adopted by the Bankruptcy Court.

        Following the Initial Claims Filing Date, the claimant’s position in the FIFO Processing
Queue shall be determined by the date the claim is filed with the Asbestos PI Trust. If any
claims are filed on the same date, the claimant’s position in the FIFO Processing Queue shall be
determined by the date of the diagnosis of the claimant’s asbestos-related disease. If any claims
are filed and diagnosed on the same date, the claimant’s position in the FIFO Processing Queue
shall be determined by the date of the claimant’s 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, a claim must meet either (i) for claims first filed in the tort
system against Quigley prior to the Petition Date, the applicable federal, state and foreign
statutes of limitation and repose that were in effect at the time of the filing of the claim in the tort
system, or (ii) for claims that were not filed against Quigley in the tort system prior to the
Petition Date, the applicable statute of limitation that was in effect at the time of the filing with
the Asbestos PI Trust. However, the running of the relevant statute of limitation shall be tolled
as of the earliest of (A) the actual filing of the claim against Quigley prior to the Petition Date,
whether in the tort system or by submission of the claim to Quigley 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 Quigley at the time by an agreement or
otherwise; (C) the filing of a claim after the Petition Date but prior to the Initial Claims Filing
Date against another defendant in the tort system; (D) the date after the Petition Date (if any) but
before the Effective Date that a Proof of Claim was filed against Quigley in Quigley’s
Chapter 11 case; (E) the date a ballot was submitted in Quigley’s Chapter 11 case for purposes of
voting on the Plan in accordance with the voting procedures adopted by the Bankruptcy Court; or
(F) the filing of a proof of claim with the requisite supporting documentation with the Asbestos
PI Trust after the Effective Date.

        If an Asbestos PI Claim meets any of the tolling provisions described in the preceding
sentence and the claim was not barred by the applicable statute of limitation at the time of the
tolling event, it shall be treated as timely filed if it is actually filed with the Asbestos PI Trust
within three (3) years after the Initial Claims Filing Date. In addition, any claims that were first
diagnosed after the Petition Date, irrespective of the application of any relevant statute of
limitation or repose, may be filed with the Asbestos PI Trust within three (3) years after the date
10346438.3                                       -8-
of diagnosis or within three (3) years after the Initial Claims Filing Date, whichever occurs later.
However, the processing of any Asbestos PI Claim by the Asbestos PI Trust may be deferred at
the election of the claimant pursuant to Section 6.3 below.

               (b)      Processing of Claims. As a general practice, the Asbestos PI Trust shall
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. However, claims that were not filed
(i) against Quigley in the tort system or actually submitted to Quigley pursuant to an
administrative settlement agreement prior to the Petition Date, or (ii) against another defendant
in the tort system prior to the Plan Filing Date, shall not be processed until after the Initial
Claims Filing Date.

                (c)     Payment of Claims. Asbestos PI 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
by litigation in the tort system provided in Section 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 applicable Payment Percentage, the Maximum Available Payment, and the Claims
Payment Ratio, except as otherwise provided herein.

        Where the claimant is deceased or incompetent, and the settlement and payment of his or
her claim must be approved by a court of competent jurisdiction or through a probate process
prior to acceptance of the claim by the claimant’s representative, an offer made by the Asbestos
PI Trust on the claim shall remain open so long as proceedings before that court or in that
probate process remain pending, provided that the Asbestos PI Trust has been furnished with
evidence that the settlement offer has been submitted to such court or probate process for
approval. If the offer is ultimately approved by the court or through the probate process and
accepted by the claimant’s representative, the Asbestos 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, the claimants’ positions in the FIFO
Payment Queue shall be determined by the date of the diagnosis of the claimants’ asbestos-
related disease. If any claims are liquidated on the same date and the respective claimants’
diseases were diagnosed on the same date, the position of those claimants in the FIFO Payment
Queue shall be determined by the Asbestos PI Trust based on the dates of the claimants’ birth,
with older claimants given priority over younger claimants.

               Section 5.2.   Resolution of Pre-Petition Liquidated Asbestos PI Claims.

                (a)    Processing and Payment. As soon as practicable after the Effective Date,
the Asbestos PI Trust shall pay, upon submission by the claimant of the applicable Asbestos PI
Trust proof of claim form (included in Attachment B) together with all documentation required
thereunder, all Asbestos PI Claims that were liquidated by (i) a binding settlement agreement for
the particular claim entered into prior to the Petition Date that is judicially enforceable against
Quigley by the claimant; or (ii) a judgment that became final and non-appealable prior to the
Petition Date (collectively, “Pre-Petition Liquidated Asbestos PI Claims”). In addition, Asbestos

10346438.3                                     -9-
PI Claims that, prior to the Petition Date, had been reduced to judgment and which are pending
on appeal and are secured by a bond – specifically claims in Classes 2.02, 2.03, 2.04, 2.05, 2.06,
and 2.07 – shall also be deemed Pre-Petition Liquidated Asbestos PI Claims for purposes of this
Section 5.2(a) but only if and to the extent the holder of such Asbestos PI Claim holds an
Asbestos PI Deficiency Claim. If the Final Judgment for any claim in Classes 2.02 through 2.07
ultimately reverses any extant judgment against Quigley, then any remaining Asbestos PI Claim
that such holder may have will automatically and without further act, deed or court order be
channeled to and assumed by the Asbestos PI Trust and liquidated pursuant to this Asbestos TDP
as an unliquidated Asbestos PI Claim.

        The liquidated value of a Pre-Petition Liquidated Asbestos PI Claim shall be Quigley’s
share of the unpaid portion of the amount agreed to in the binding settlement agreement or the
unpaid portion of the amount of the final judgment, as the case may be, plus interest, if any, that
has accrued on that amount in accordance with specific terms of the binding settlement
agreement, if any, or under applicable state law for settlements or judgments as of the Petition
Date; however, except as otherwise provided in Section 7.4 below, the liquidated value of a Pre-
Petition Liquidated Asbestos PI Claim shall not 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, a dispute between the claimant and the Asbestos PI Trust
over this issue shall be resolved pursuant to the same procedures in this Asbestos TDP that are
provided for resolving the validity and/or liquidated value of an Asbestos PI Claim (i.e.,
arbitration and litigation in the tort system as set forth in Sections 5.10 and 7.6 below).

        Pre-Petition Liquidated Asbestos PI Claims shall be processed and paid in accordance
with their order in a separate FIFO queue to be established by the Trustees based on the date the
Asbestos PI Trust received a completed proof of claim form with all required documentation for
the particular claim; provided, however, 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 herein. If
any Pre-Petition Liquidated Asbestos PI Claims were filed on the same date, the claimants’
position in the FIFO queue for such claims shall be determined by the date on which the claims
were liquidated. If any Pre-Petition Liquidated Asbestos PI Claims were both filed and
liquidated on the same dates, the position of those claimants in the FIFO queue shall be
determined by the dates of the claimants’ birth, with older claimants given priority over younger
claimants.

        If prior to the Petition Date, an Asbestos PI Claim had been reduced to judgment, which
is pending on appeal and is secured by a bond, letter of credit or other security, the holder of the
Asbestos PI Claim will be entitled to proceed with the appeal of such Asbestos PI Claim to Final
Judgment as provided under the terms of the bond, letter of credit or other security and in
accordance with the Plan and applicable law. If the judgment is affirmed, in whole or in part, by
a Final Judgment, such Asbestos PI Claim shall be treated as a Pre-Petition Liquidated Asbestos
PI Claim, and such holder shall be entitled to seek payment of the Final Judgment in accordance
with the terms of these Asbestos PI Trust Distribution Procedures applicable to Pre-Petition
Liquidated Asbestos PI Claims, including without limitation, Section 5.2(b) below; provided,
however, that the liquidated value of such holder’s Pre-Petition Liquidated Asbestos PI Claim
shall include punitive and/or exemplary damages, if awarded, to the extent such damages were
10346438.3                                     - 10 -
not satisfied from the proceeds of the bond, letter of credit or other security securing such Pre-
Petition Liquidated Asbestos PI Claim. If the Final Judgment ultimately reverses any pending
judgment against Quigley, then such Asbestos PI Claim shall automatically and without further
act, deed or court order be channeled to and assumed by the Asbestos PI Trust and liquidated
pursuant to these Asbestos PI Trust Distribution Procedures as an unliquidated Asbestos PI
Claim.

               (b)     Marshalling of Security. Holders of Pre-Petition Liquidated Asbestos PI
Claims that are secured by letters of credit, appeal bonds, or other security or sureties shall first
exhaust their rights against any applicable security or surety before making a claim against the
Asbestos PI Trust. If, after application of such security or surety to such a Pre-Petition
Liquidated Asbestos PI Claim, the holder of such claim holds an Asbestos PI Deficiency Claim,
such Asbestos PI Deficiency Claim shall be processed and paid as a Pre-Petition Liquidated
Asbestos PI Claim.

               Section 5.3. Resolution of Unliquidated Asbestos PI Claims. Within six (6)
months after the establishment of the Asbestos PI Trust, the Trustees with the consent of the
Trust Advisory Committee and the Future Demand Holders’ Representative shall adopt
procedures for reviewing and liquidating all unliquidated Asbestos PI Claims, which shall
include setting deadlines for processing such claims. Such procedures shall also require
claimants seeking resolution of unliquidated claims to first 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 PI Trust shall provide an initial response to the
claimant within six months of receiving the proof of claim form.

       The proof of claim form shall require the claimant to assert his or her claim for the
highest Disease Level for which the claim qualifies at the time of filing. Irrespective of the
Disease Level alleged on the proof of claim form, all claims shall be deemed to be a claim for the
highest Disease Level for which the claim qualifies at the time of filing, and all lower Disease
Levels for which the claim may also qualify at the time of filing or in the future shall be treated
as subsumed into the higher Disease Level for both processing and payment purposes.

        Upon filing a valid proof of claim form with the required supporting documentation, the
claimant shall be placed in the FIFO Processing Queue in accordance with the ordering criteria
described in Section 5.1(a) above. The Asbestos PI Trust shall provide the claimant with six-
months notice of the date by which it expects to reach the claim in the FIFO Processing Queue,
following which the claimant shall (as applicable) promptly (i) advise the Asbestos PI Trust
whether the claim should be liquidated under the Asbestos PI Trust’s Expedited Review Process
described in Section 5.3(a) below or, in certain circumstances, under the Asbestos PI Trust’s
Individual Review Process described in Section 5.3(b) below; (ii) provide the Asbestos PI Trust
with any additional medical or exposure evidence that was not provided with the original claim
submission; and (iii) advise the Asbestos PI Trust of any change in the claimant’s Disease Level.
If a person with an Asbestos PI Claim fails to respond to the Asbestos PI Trust’s notice prior to
the reaching of the claim in the FIFO Processing Queue, the Asbestos PI Trust shall process and
liquidate any such Asbestos PI Claim under the Expedited Review Process based upon the
medical or exposure evidence previously submitted by the claimant, although the claimant shall
retain the right to request Individual Review as described in Section 5.3(b) below.

10346438.3                                     - 11 -
              (a)     Expedited Review Process – Asbestos PI Claims.

                       (1)    In General. The Asbestos PI Trust’s Expedited Review Process for
Asbestos PI Claims is designed primarily to provide an expeditious, efficient and inexpensive
method for liquidating all Asbestos PI Claims (except those involving Lung Cancer 2 (Disease
Level V) and all Foreign Claims (as defined below), which shall be liquidated pursuant to the
Asbestos PI Trust’s Individual Review Process) where the claim can easily be verified by the
Asbestos PI Trust as meeting the presumptive Medical/Exposure Criteria for the relevant Disease
Level (the “Expedited Review Process”). Expedited Review thus provides claimants with a
substantially less burdensome process for pursuing Asbestos PI Claims than does 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.

        Thus, claims that undergo Expedited Review and meet the presumptive
Medical/Exposure Criteria for the relevant Disease Level shall be paid the Scheduled Value for
such Disease Level set forth in Section 5.3(a)(3) below. However, all claims liquidated by
Expedited Review shall be subject to the applicable Payment Percentage, the Maximum
Available Payment, and the Claims Payment Ratio limitations set forth herein. 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 Asbestos PI
Trust’s Individual Review Process set forth in Section 5.3(b) below.

                       (2)    Claims Processing under Expedited Review for Asbestos PI
Claims. All claimants seeking liquidation of their Asbestos PI Claims pursuant to Expedited
Review shall file the Asbestos PI Trust’s proof of claim form provided in Attachment B hereto.
As a proof of claim form is reached in the FIFO Processing Queue, the Asbestos PI Trust shall
determine whether the claim described therein meets the Medical/Exposure Criteria for one of
the six Disease Levels eligible for Expedited Review, and shall advise the claimant of its
determination. If a Disease Level is determined, the Asbestos 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 approved by the Asbestos
PI Trust. If the claimant accepts the Scheduled Value and returns the release properly executed,
the claim shall be placed in the FIFO Payment Queue, following which the Asbestos PI Trust
shall disburse payment subject to the limitations of the Maximum Available Payment and Claims
Payment Ratio, if any.

                      (3)    Disease Levels, Scheduled Values and Medical/Exposure Criteria
for Asbestos PI Claims. The seven Disease Levels covered by this Asbestos TDP, together with
the Medical/Exposure Criteria for each and the Scheduled Values for the six Disease Levels
eligible for Expedited Review, are set forth below. These Disease Levels, Scheduled Values,
and Medical/Exposure Criteria shall apply to all Asbestos PI Trust Voting Claims (other than
Pre-Petition Liquidated Asbestos PI Claims) filed with the Asbestos 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


10346438.3                                   - 12 -
determine that a novel or exceptional Asbestos PI Claim is compensable even though it does not
meet the Medical/Exposure Criteria for any of the then current Disease Levels.

                              Scheduled
Disease Level                 Value                 Medical/Exposure Criteria

Mesothelioma                  $200,000              (1) Diagnosis1 of mesothelioma, and (2) Quigley
 (Level VII)                                        Exposure.2

Lung Cancer 1                 $35,000               (1) Diagnosis of a primary lung cancer plus
 (Level VI)                                         evidence of an underlying Bilateral Asbestos-
                                                    Related Non-malignant Disease,3 and (2) evidence
                                                    of six months of Quigley Exposure, and
                                                    (3) Significant Occupational Exposure,4 and
                                                    (4) supporting medical documentation establishing
                                                    asbestos exposure as a contributing factor in
                                                    causing the lung cancer in question.

Lung Cancer 2                 None – subject        (1) Diagnosis of a primary lung cancer, and
 (Level V)                     to Individual        (2) evidence    of    Quigley     Exposure,  and
                               Review.              (3) supporting medical documentation establishing
                                                    asbestos exposure as a contributing factor in
                                                    causing the lung cancer in question.

                                                    Lung Cancer 2 (Level V) claims are claims that do
                                                    not meet the more stringent medical and/or
                                                    exposure requirements of Lung Cancer 1 (Level VI)
                                                    claims. All claims in this Disease Level shall be

1
    The requirements for a diagnosis of an asbestos-related disease that may be compensated under the
    provisions of this Asbestos TDP are set forth in Section 5.7 below.
2
    The term “Quigley Exposure” is defined at Section 5.7(b)(3) below.
3
    Evidence of “Bilateral Asbestos-Related Non-malignant Disease” for purposes of meeting the criteria
    for establishing Disease Levels I, II, IV, and VI means either (i) a chest X-ray read by a qualified B-
    reader of 1/0 or higher on the ILO scale or, (ii) (a) a chest X-ray read by a qualified B-reader, (b) a
    CT scan read by a qualified physician, or (c) pathology, in each case showing bilateral interstitial
    fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification. 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, either (i) a chest X-ray or a CT scan read by a qualified
    physician or (ii) pathology showing bilateral interstitial fibrosis, bilateral pleural plaques, bilateral
    pleural thickening, or bilateral pleural calcification consistent with, or compatible with, a diagnosis of
    asbestos-related disease shall be evidence of Bilateral Asbestos-Related Non-malignant Disease for
    purposes of meeting the presumptive medical requirements of Disease Levels I, II, IV, and VI.
    Pathological proof of asbestosis may be based on the pathological grading system for asbestosis
    described in the Special Issue of the Archives of Pathology and Laboratory Medicine, “Asbestos-
    associated Diseases,” Vol. 106, No. 11, App. 3 (October 8, 1982).
4
    The term “Significant Occupational Exposure” is defined at Section 5.7(b)(2) below.

10346438.3                                           - 13 -
                             Scheduled
Disease Level                Value               Medical/Exposure Criteria
                                                 individually evaluated.     The estimated likely
                                                 average of the individual evaluation awards for this
                                                 category is $15,000, with such awards capped at
                                                 $30,000, unless the claim qualifies for
                                                 Extraordinary Claim treatment.

                                                 Level V claims that show no evidence of either an
                                                 underlying Bilateral Asbestos-Related Non-
                                                 malignant Disease or Significant Occupational
                                                 Exposure may be individually evaluated, although
                                                 it is not expected that such claims shall be treated
                                                 as having any significant value, especially if the
                                                 claimant is also a smoker.5 In any event, no
                                                 presumption of validity will be available for any
                                                 claims in this category.

Other Cancer                 $15,000             (1) Diagnosis of a primary colo-rectal, laryngeal,
 (Level IV)                                      esophageal, pharyngeal, or stomach cancer, plus
                                                 evidence of an underlying Bilateral Asbestos-
                                                 Related Non-malignant Disease, and (2) evidence
                                                 of six months of Quigley Exposure, and (3)
                                                 Significant Occupational Exposure, and (4)
                                                 supporting medical documentation establishing
                                                 asbestos exposure as a contributing factor in
                                                 causing the other cancer in question.

Severe Asbestosis            $35,000             (1) Diagnosis of asbestosis by a physician along
 (Level III)                                     with a report from a Certified B-reader6 showing



5
    There is no distinction between Non-Smokers and smokers for either Lung Cancer 1 (Level VI) or
    Lung Cancer 2 (Level V), although a claimant who meets the more stringent requirements of Lung
    Cancer 1 (Level VI) (evidence of an underlying Bilateral Asbestos-Related Non-malignant Disease
    plus Significant Occupational Exposure), and who is also a Non-Smoker, may wish to have his or her
    claim individually evaluated by the Asbestos P1 Trust. “Non-Smoker” means 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.
6
    “Certified B-reader” means an individual who has successfully completed the X-ray interpretation
    course sponsored by NIOSH and passed the NIOSH examination for 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. The
    Trustees are authorized to waive this current certification requirement for B-readers on a case-by-case
    basis where the claimant has an old X-ray and neither the Trust nor the claimant can determine the
    status of the B-reader at the time of the X-ray interpretation.

10346438.3                                        - 14 -
                             Scheduled
Disease Level                Value                Medical/Exposure Criteria
                                                  that the claimant has a chest X-ray reading of 2/1 or
                                                  greater on the ILO Grade7, or (2) asbestosis
                                                  determined by a pathologist based on pathological
                                                  evidence of asbestos, plus, for both (1) and (2),
                                                  Pulmonary Function Testing8 that shows either
                                                  (a) TLC9 less than 65% of predicted value, or
                                                  (b) FVC10 less than 65% of predicted value and
                                                  FEV111/FVC ratio greater than 65% of predicted
                                                  value, and (3) evidence of six months of Quigley
                                                  Exposure, and (4) Significant Occupational
                                                  Exposure to asbestos, and (5) supporting medical
                                                  documentation establishing asbestos exposure as a
                                                  contributing factor in causing the asbestosis.

Asbestosis/                  $5,000               (1) Diagnosis of asbestosis along with a report by a
 Pleural Disease                                  Certified B-reader showing that the claimant has a
 (Level II)                                       chest X-ray reading of ILO of 1/0 or greater on the
                                                  ILO Grade or (2) asbestosis determined by a board-
                                                  certified pathologist based on pathological evidence
                                                  of asbestosis, or (3) Bilateral Asbestos-Related
                                                  Non-malignant Disease plus, for each of (1), (2),
                                                  and (3), Pulmonary Function Testing that shows
                                                  either (a) TLC less than 80% of predicted value or
                                                  (b) FVC less than 80% of predicted value and
                                                  FEV1/FVC ratio greater than or equal to 65%, and
                                                  (4) evidence of six months Quigley Exposure, and
                                                  (5) Significant Occupational Exposure, and
                                                  (6) supporting medical documentation establishing


7
     “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).
8
     “Pulmonary Function Testing” means 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.
9
     “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.
10
     “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.
11
     “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.

10346438.3                                        - 15 -
                           Scheduled
Disease Level              Value              Medical/Exposure Criteria
                                              asbestos exposure as a contributing factor in
                                              causing the asbestos-related disease in question.

Asbestosis/Pleural         $2,000             (1) Diagnosis of a Bilateral Asbestos-Related Non-
 Disease (Level I)                            malignant Disease, and (2) evidence of six months
                                              of Quigley Exposure, and (3) five years cumulative
                                              occupational exposure to asbestos.

                (b)    Individual Review Process for Asbestos PI Claims.

                       (1)    In General. Subject to the provisions of Sections 5.3(b)(1)(A),
5.3(b)(1)(B), and 5.3(b)(2) set forth below, certain claimants may elect to have his or her
Asbestos PI Claim reviewed for purposes of determining whether the claim would be
compensable in the tort system even though it does not meet the presumptive Medical/Exposure
Criteria for any of the Disease Levels set forth in Section 5.3(a)(3) above (the “Individual
Review Process”). In addition or alternatively, certain claimants may elect to have a claim
undergo the Individual Review Process for purposes of determining whether the liquidated value
of the claim exceeds the Scheduled Value for the relevant Disease Level also set forth in said
provision. However, until such time as the Asbestos PI Trust has made an offer on a claim
pursuant to Individual Review, the claimant may change his or her Individual Review election
and have the claim liquidated pursuant to the Asbestos PI Trust’s Expedited Review Process. In
the event of such a change in the processing election, the claimant shall nevertheless retain his or
her place in the FIFO Processing Queue.

        The liquidated value of all Foreign Claims payable under this Asbestos TDP shall be
established only under the Asbestos PI Trust’s Individual Review Process. A “Foreign Claim” is
an Asbestos PI Claim with respect to which the claimant’s exposure to an asbestos-containing
product for which Quigley has legal responsibility occurred outside of the United States and
Canada and their Territories and Possessions.

       In reviewing such Foreign Claims, the Asbestos PI Trust shall take into account all
relevant procedural and substantive legal rules to which the claims would be subject in the
Claimant’s Jurisdiction as defined in Section 5.3(b)(2) below. The Asbestos PI Trust shall
determine the liquidated value of Foreign Claims based on historical settlements and verdicts in
the Claimant’s Jurisdiction as well as the other valuation factors set forth in Section 5.3(b)(2)
below.

       For purposes of the Individual Review Process for Foreign Claims, the Trustees, with the
consent of the Trust Advisory Committee and the Future Demand Holders’ Representative, may
develop separate Medical/Exposure Criteria and standards, as well as separate requirements for
physician and other professional qualifications, which shall be applicable to all Foreign Claims
channeled to the Asbestos PI Trust; provided, however, that such criteria, standards or
requirements shall not effectuate substantive changes to the claims eligibility requirements under
this Asbestos TDP, but rather shall be made only for the purpose of adapting those requirements

10346438.3                                     - 16 -
to the particular licensing provisions and/or medical customs or practices of the foreign country
in question.

        At such time as the Asbestos PI Trust has sufficient historical settlement, verdict and
other valuation data for claims from a particular foreign jurisdiction, the Trustees, with the
consent of the Trust Advisory Committee and the Future Demand Holders’ Representative, may
also establish a separate valuation matrix for any such Foreign Claims based on that data.

                               (A)    Review of Medical/Exposure Criteria. The Asbestos PI
Trust’s Individual Review Process provides a claimant with an opportunity for individual
consideration and evaluation of an Asbestos PI Claim that fails to meet the presumptive
Medical/Exposure Criteria for Disease Levels I-IV and VI-VII. In such a case, the Asbestos PI
Trust shall either deny the claim, or, if the Asbestos PI Trust is satisfied that the claimant has
presented a claim that would be cognizable and valid in the tort system, the Asbestos PI Trust
can offer the claimant a liquidated value amount up to the Scheduled Value for that Disease
Level, unless the claim qualifies as an Extraordinary Claim as defined in Section 5.4(a) below, in
which case its liquidated value cannot exceed the Maximum Extraordinary Value for such a
claim.

                              (B)      Review of Liquidated Value for Asbestos PI Claims in
Disease Levels III-VII. Claimants holding Asbestos PI Claims in the more serious Disease
Levels III, IV, VI, or VII shall be eligible to seek, and claimants holding Asbestos PI Claims in
Disease Level V and all Foreign Claims 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 value for each claim
multiplied by the Payment Percentage; however, the liquidated value of any Asbestos 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 III–VII 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 cannot
exceed the Maximum Extraordinary Value set forth in that provision for such claims. Because
the detailed examination and valuation process pursuant to Individual Review requires
substantial time and effort, claimants electing to undergo the Individual Review Process shall
necessarily be paid the liquidated value of their Asbestos PI Claims later than would have been
the case had the claimant elected the Expedited Review Process.

                       (2)      Valuation Factors to be Considered in Individual Review for
Asbestos PI Claims. The Asbestos PI Trust shall liquidate the value of each Asbestos PI Claim
that undergoes Individual Review based on the historical liquidated values of other similarly
situated claims in the tort system for the same Disease Level. The Asbestos PI Trust shall thus
take into consideration all of 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;


10346438.3                                     - 17 -
(iii) evidence that the claimant’s damages were (or were not) caused by asbestos exposure,
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, the claimant may elect
as the Claimant’s Jurisdiction either (i) the jurisdiction in which the claimant resides at the time
of diagnosis or (ii) the jurisdiction in which the claimant resides when the claim is filed with the
Asbestos PI Trust; or (iii) a jurisdiction in which the claimant experienced Quigley Exposure.

        With respect to the Claimant’s Jurisdiction, in the event a personal representative or
authorized agent makes a claim under this Asbestos TDP for wrongful death with respect to
which the governing law of the Claimant’s Jurisdiction could only be the Alabama Wrongful
Death Statute, the Claimant’s Jurisdiction for such claim shall be the Commonwealth of
Pennsylvania, and such claimant’s damages shall be determined pursuant to the statutory and
common laws of the Commonwealth of Pennsylvania without regard to its choice of law
principles. The choice of law provision in Section 7.4 below is applicable to any claim with
respect to which, but for this choice of law provision, the applicable law of the Claimant’s
Jurisdiction pursuant to Section 5.3(b)(2) is determined to be the Alabama Wrongful Death
Statute, shall only govern the rights between the Asbestos PI Trust and the claimant, and, to the
extent the Asbestos PI Trust seeks recovery from any entity that provided insurance coverage to
Quigley, the Alabama Wrongful Death Statute shall govern.

                  (3)    Scheduled, Average and Maximum Values. The Scheduled,
Average and Maximum Values for the Disease Levels compensable under this Asbestos TDP are
the following:



Scheduled Disease               Scheduled Value          Average Value          Maximum Value

Mesothelioma (Level VII)           $200,000                $225,000                $450,000

Lung Cancer 1 (Level VI)            $35,000                 $45,000                 $90,000

Lung Cancer 2 (Level V)                None                 $15,000                 $30,000

Other Cancer (Level IV)             $15,000                 $16,500                 $30,000

Severe Asbestosis                   $35,000                 $40,000                 $90,000
 (Level III)

Asbestosis/Pleural Disease            $5,000                   5,000                   5,000
 (Level II)


10346438.3                                      - 18 -
Asbestosis/Pleural Disease           $2,000                 $2,000                 $2,000
 (Level I)

        These Scheduled Values, Average Values and Maximum Values shall apply to all
Asbestos PI Trust Voting Claims (except Pre-Petition Liquidated Asbestos PI Claims) filed with
the Asbestos PI Trust on or before the Initial Claims Filing Date as provided in Section 5.1(a)(1)
above. Thereafter, the Trustees, with the consent of the Trust Advisory Committee and the
Future Demand Holders’ Representative pursuant to Sections 6.06(b) and 7.07(b) of the Asbestos
PI Trust Agreement, may change these valuation amounts to account for the effect of inflation or
for other good cause and consistent with other restrictions on the amendment power.

               Section 5.4.   Categorizing Claims as Extraordinary and/or Exigent Hardship.

               (a)      Extraordinary Claims. An “Extraordinary Claim” is an Asbestos PI Claim
that otherwise satisfies the Medical/Exposure Criteria for Disease Levels III- VII, and that is held
by a claimant whose exposure to asbestos (i) occurred predominately as the result of working in
a manufacturing facility of Quigley during a period in which Quigley was manufacturing
asbestos-containing products at that facility, or (ii) was at least 75% the result of Quigley
Exposure and there is little likelihood of a substantial recovery elsewhere. All such
Extraordinary Claims shall be presented for Individual Review and, if valid, shall be entitled to
an award of up to five times the Scheduled Value for claims qualifying for Disease Levels III,
IV, VI, and VII, and five times the Average Value for claims in Disease Level V (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 Panel established by the Trustees with the consent of the Trust Advisory
Committee and the Future Demand Holders’ Representative. All decisions of the Extraordinary
Claims Panel shall be final and not subject to any further administrative or judicial review. An
Extraordinary Claim, following its liquidation, shall be placed in the Asbestos PI Trust’s FIFO
Payment Queue ahead of all other Asbestos PI Claims except Pre-Petition Liquidated Asbestos
PI Claims and Exigent Hardship Claims, which shall be paid first in that order in said 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. At any time the Asbestos PI Trust may
liquidate and pay Asbestos PI Claims that qualify as Exigent Hardship Claims as defined below.
Such claims may be considered separately no matter what the order of processing otherwise
would have been under this Asbestos TDP. An Exigent Hardship Claim, following its
liquidation, shall be placed first in the FIFO Payment Queue ahead of all other liquidated
Asbestos PI Trust Claims except Pre-Petition Liquidated Asbestos PI Trust Claims and shall be
subject to the Maximum Available Payment and Claims Payment Ratio described above. An
Asbestos PI Claim qualifies for payment as an Exigent Hardship Claim if the claim meets the
Medical/Exposure Criteria for Severe Asbestosis (Disease Level III) or an asbestos-related
malignancy (Disease Levels IV-VII), and the Asbestos PI Trust, in its sole discretion, determines
(i) that the claimant needs financial assistance on an immediate basis based on the claimant’s


10346438.3                                     - 19 -
expenses and all sources of available income, and (ii) that there is a causal connection between
the claimant’s dire financial condition and the claimant’s asbestos-related disease.

               Section 5.5. Secondary Exposure Claims. If a claimant alleges an asbestos-
related disease resulting solely 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 case the claimant must establish that the occupationally exposed
person would have met the exposure requirements under this Asbestos TDP that would have
been applicable had that person filed a direct claim against the Asbestos PI Trust. In addition,
the claimant with secondary exposure must establish that he or she is suffering from one of the
seven Disease Levels described in Section 5.3(a)(3) above or an asbestos-related disease
otherwise compensable under this Asbestos TDP, 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, and that such secondary exposure was a cause of
the claimed disease. The proof of claim form included in Attachment B hereto contains an
additional Section for Secondary Exposure Claims. All other liquidation and payment rights and
limitations under this Asbestos TDP shall be applicable to such claims.

                Section 5.6. Indirect Asbestos PI Claims. Indirect Asbestos PI Claims asserted
against the Asbestos PI Trust based upon theories of contribution or indemnification under
applicable law, shall be treated as presumptively valid and paid by the Asbestos PI Trust subject
to the applicable Payment Percentage if (a) such claim satisfied the requirements of the Bar Date
for such claims established by the Bankruptcy Court, if applicable, and is not otherwise
disallowed by Section 502(e) of the Code or subordinated under Section 509(c) of the 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 obligation of the Asbestos
PI Trust to the individual claimant to whom the Asbestos PI Trust would otherwise have had a
liability or obligation under these Procedures (the “Direct Claimant”), (ii) the Direct Claimant
and the Indirect Claimant have forever and fully released the Asbestos 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 PI Trust superior to the rights of the related Direct Claimant against the
Asbestos PI Trust, including any rights with respect to the timing, amount or manner of payment.
In addition, no Indirect Claim may be liquidated and paid in an amount that exceeds what the
Indirect Claimant has actually paid the related Direct Claimant.

        To establish a presumptively valid Indirect Asbestos PI Claim, the Indirect Claimant’s
aggregate liability for the Direct Claimant’s claim must also have been fixed, liquidated and paid
fully by the Indirect Claimant by settlement (with an appropriate full release in favor of the
Asbestos PI Trust) or a Final Order provided that it is established that such claim is valid under
the applicable state law. In any case where the Indirect Claimant has satisfied the claim of a
Direct Claimant against the Asbestos PI Trust under applicable law by way of a settlement, the
Indirect Claimant shall obtain for the benefit of the Asbestos PI Trust a release in form and
substance satisfactory to the Trustees.

       If an Indirect Claimant cannot meet the presumptive requirements set forth above,
including the requirement that the Indirect Claimant provide the Asbestos PI Trust with a full

10346438.3                                     - 20 -
release of the Direct Claimant’s claim, the Indirect Claimant may request that the Asbestos PI
Trust review the Indirect Asbestos PI Claim individually to determine whether the Indirect
Claimant can establish under applicable state law that the Indirect Claimant has paid all or a
portion of a liability or obligation that the Asbestos PI Trust had to the Direct Claimant as of the
effective date of this Asbestos TDP. If the Indirect Claimant can show that it has paid