Directors Report 1

Directors' Report for the Year Ended 31 December 2006
Administration
100.0 P27 29/10/2007 cOMPANI HOUSE
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company. filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
On 26 September 2005, the Administrators entered into a Global Settlement Agreement with Federal-Mogul Corporation, the Plan Proponents and the Pension Protection Fund. The Agreement allowed Federal-Mogul to retain the businesses and other assets of the UK Filing Group in exchange for funding specific creditor payments and reserves used by the Administrators to provide distributions to creditors.
On 10 July 2006 the Administrators issued to the creditors their proposals for company voluntary arrangements ("CM.As") for 51 UK filing subsidiaries. These proposals were approved at the shareholders and creditors meeting held on 7 September 2006 and were confirmed by the UK Court on 11 October 2006. On I December 2006, 64 of the UK filing companies exited from UK administration. Activities
The Company has not traded during the year. It has written off interest receivable on loans to other group companies. 'Hie loss for the year was ?297 (2005: No profit or loss). The directors do not recommend a dividend (2005: End).
Directors
The following served as Directors during the year:-
.1 11 Devonald
Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.
Completeness of information to Auditors
In accordance with Section 234ZA of the Companies Act 1985 each of the directors: ?is not aware of any relevant audit information of which the Company's auditors are unaware; and
?has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
hcludl orate Board

Director
Date: /r/

1.

T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors arc required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

2.0 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements (the "financial statements") for the year ended 31 December 2006 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Total Recognised Gains And Losses and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether, in our opinion, the information given in the Directors' Report is consistent with the financial statements.
In addition, we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

3.0

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED)

Adverse opinion
Recoverability of group balances
Included in the balance sheet within debtors is an amount of ?1,057 (2005: ?1,354) due from Federal- Mogul group companies which are the subject of a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1,057 (2005: ?1,354) should have been made, increasing net liabilities by up to that amount.
In view of the effect of the absence of this provision, in our opinion:
?the financial statements do not give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 December 2006 and of the Company's loss for the year then ended.
In our opinion:
?the financial statements have been properly prepared in accordance with the Companies Act 1985; and ?the information given in the Director's Report is consistent with the financial statements. Emphasis of Matter ? Going concern
In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the US Bankruptcy Code. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect. -- n & You g LL Registered Auditor Manchester
25 t,

4.0 T&N SHELF 34 LIMITED

Directors Report 2

Directors' Report for the Year Ended 31st December 2005

Administration
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
On 26 September 2005, the Administrators entered into a Global Settlement Agreement with Federal- Mogul Corporation, the Plan Proponents and the Pension Protection Fund. The Agreement should allow Federal-Mogul to retain the businesses and other assets of the UK Filing Group in exchange for funding specific creditor payments and reserves that will be used by the Administrators to provide distributions to creditors.
This agreement is subject to various approvals and determinations by the UK and US Courts before it can be implemented.
Activities
The Company has not traded during the year. It has received interest income and incurred interest expense on loans to, and from, other group companies. No profit or loss was made in the year (2004: ?49 loss). The directors do not recommend a dividend (2004: End).
Directors
The following served as Directors during the year:-
S Prigge, resigned 6 January 2005
J H Devonald.
Directors' Interests
INAUSPI EINK 639.0 COMPANIES HOUSE 24/08/2006 There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board
II-It)evonal C1/ Director Date: q Augt- adOb 1.0
T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2005 which comprise Profit and Loss Account, Balance Sheet, Statement of total recognised gains and losses and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards (United Kingdom Generally Accepted Practice) as set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

3.0

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED)
Fundamental uncertainty ? Going concern
In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Adverse opinion
Included in the balance sheet is an amount of ?1,354 (2004: ?1,284) due from Federal-Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive fill payment and a provision of up to ?1,354 (2004: ?1,284) should have been made, increasing net liabilities by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2005 and of its result for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985. ivrietr votLLP rnst & Young LLP Registered Auditor Manchester doscita

4.0 T&N SHELF 34 LIMITED

Directors Report 3

Directors' Report for the Year Ended 31 December 2004

Administration
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
Activities
The Company has not traded during the year. It has received interest income and incurred interest expense on loans to, and from, other group companies, has made a loss on the restatement of an overseas deposit account, and has also incurred bank charges on that deposit account. The loss for the year was ?49 (2003: loss of ?179). The directors do not recommend a dividend (2003: Dinh
Directors
The following served as Directors during the year:-
S Prigge, resigned 6 January 2005 M Janssen, resigned 6 January 2005 D M Sherbin, resigned 22 December 2004 J H Devonald, appointed 20 December 2004
Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board

beConald/ Di ector Date: SeP rente 1 9_0os

1.0 HIHI 111 INA3Triocoi Al COMPANIES HOUSE 111123.0 2005-10-22 00:00:00

T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?make judgements and estimates that are reasonable and prudent;
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2004 which comprise Profit and Loss Account, Balance Sheet and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED)
Fundamental uncertainty
In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Adverse opinion
Included in the balance sheet is an amount of ?1,284 (2003: ?1,214) due from Federal-Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1,284 (2003: ?1,214) should have been made, increasing net liabilities by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2004 and of its loss for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985. ffii* ck_s7 Ernst & Young LLP Registered Auditor Manchester Ac ctib,a/ ,),0

4.0 T&N SHELF 34 LIMITED

Directors Report 4

Directors' Report for the Year Ended 31n December 2003

Administration
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
Activities
The Company has not traded during the year. It has received interest income and incurred interest expense on loans to, and from, other group companies, has made a loss on the restatement of an overseas deposit account, and has also incurred bank charges on that deposit account. The loss for the year was ?179 (2002: loss of ?198). The directors do not recommend a dividend (2002: thil).
Directors
The following served as Directors during the year:-
S Prigge, resigned 6 January 2005 M Janssen, resigned 6 January 2005 D M Sherbin, resigned 22 December 2004
Mr J. H. Devonald was appointed on 20 December 2004.
Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board
d beoona I di Director
Date: G 1110 gaps

I 1 1 III I ALMS 2M A2 0367 COMP N S HOUSE 04/05/05 T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2003 which comprise Profit and Loss Account, Balance Sheet and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED) Fundamental uncertainty
In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Adverse opinion
Included in the balance sheet is an amount of ?1,214 due from Federal-Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1,214 should have been made, increasing loss before tax and net liabilities by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2003 and of its loss for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985.
a-tc-r
Ernst & Young LLP Registered Auditor Manchester
t.4- 14-t 2_00

4.0
T&N SHELF 34 LIMITED

Directors Report 5

Directors' Report for the Year Ended 315` December 2002

Administration
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
Activities
The Company has not traded during the year. It has received interest income and incurred interest expense on loans to, and from, other group companies, has also made a loss on the restatement of an overseas deposit account, and has also incurred bank charges on that deposit account. The loss for the year was ?198 (2001: loss of E113). The directors do not recommend a dividend (2001: &lin.
Directors
The following served as Directors during the year:-
S Prigge M Janssen D M Sherbin

Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board

Date: DCCt-:). -1,21ts

A59 oeLcoktALA 336.0 COMPANIES HOUSE 11/03104

1.0
T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements:
?make judgements and estimates that are reasonable and prudent:
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2002 which comprise Profit and Loss Account, Balance Sheet and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED) Fundamental uncertainty
In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Adverse opinion
Included in the balance sheet is an amount of ?1,144 due from Federal-Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1,144 should have been made, increasing loss before tax and net liabilities by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2002 and of its loss for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985.

LL-P Ernst & Young LLP Registered Auditor Manchester

4.0 T&N SHELF 34 LIMITED

Directors Report 6

Directors' Report for the Year Ended 31" December 2001

Administration
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, the Company's parent company but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
Activities
The Company traded as an agent for the Sunderland based piston ring business of T&N Limited until 1 June 2001 when that business was acquired by Federal-Mogul TP Sunderland Limited. The Company did not trade during the year in its own account. It has received interest income and incurred interest expense on loans to, and from, other group companies, has also made a profit on the restatement of an overseas deposit account, and has also incurred bank charges on that deposit account. The loss for the year was ?113 (2000: loss of ?26). The directors do not recommend a dividend (2000: fnil).

On 30 January 2002, the Company changed its name by special resolution from Federal-Mogul Sunderland Limited to T&N Shelf 34 Limited.
Directors
The following served as Directors during the year:-
S Prigge M Janssen D M Sherbin

Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board DA-/ ii/h/D D M Sherbin Director /3/14/U)Date:
[II I r11L I I I t MA 71 COM A HOUSE 3/01)03

1.0 T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2001 which comprise Profit and Loss Account, Balance Sheet and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
This report has been prepared for the members of the company pursuant to Section 235 of the Companies Act 1985 (the "Act") and for no other purpose.
No person is entitled to rely on this report unless such person:
i)is a person who is entitled to rely on this report by virtue of and for the purposes of the Act; or
ii)has been expressly authorized to do so by our prior written consent Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED)

Basis of audit opinion (continued)
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Fundamental uncertainty In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Adverse opinion
Included in the balance sheet is an amount of ?1,074 due from Federal- Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1,074 should have been made, reducing profit before tax and net assets by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2001 and of its loss for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985.

Ernst & Young LLP Registered Auditor Manchester

4.0 T&N SHELF 34 LIMITED

Directors Report 7

Directors' Report for the Year Ended 31" December 2000

Activities
The Company traded as an agent for the Sunderland based piston ring business of T&N Limited until 1 June 2000 when that business was acquired by Federal-Mogul TP Sunderland Limited. The Company did not trade during the year in its own account. It has received interest income and incurred interest expense on loans to, and from, other group companies, and has also incurred a loss on the restatement of an overseas deposit account of ?26 (1999: frill). The directors do not recommend a dividend (1999: frill).
On 1 October 2001, the Company's ultimate parent undertaking, Federal-Mogul Corporation and its subsidiaries in the United States voluntarily filed for financial restructuring under Chapter 11 of the US Bankruptcy Code. In addition, the majority of Federal-Mogul subsidiaries in the United Kingdom, but not the Company, filed jointly for Chapter 11 and Administration under the UK Insolvency Act 1986.
On 30 January 2002, the Company changed its name by special resolution from Federal-Mogul Sunderland Limited to T&N Shelf 34 Limited.
Directors
The following served as Directors during the year:-

A G Holmes, appointed 27th November 2000, resigned Th December 2000 S Prigge M Janssen, appointed lS January 2000 D M Sherbin, appointed 11th December 2000 P D White, resigned 30th June 2000

Directors' Interests
There are no directors' interests requiring disclosure under the Companies Act 1985.

On behalf of the Board ,11 OMPANIES HOUSE ,

D M Sh Direct?
Date: 12 "-Q-

1.0
T&N SHELF 34 LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES

Company law requires directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED
We have audited the Company's financial statements for the year ended 31 December 2000 which comprise Profit and Loss Account, Balance Sheet and the related notes 1 to 9. These financial statements have been prepared on the basis of the accounting policies set out therein.
Respective responsibilities of directors and auditors
As described in the Statement of Directors' Responsibilities the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Fundamental uncertainty In forming our opinion we have considered the adequacy of the disclosures made in note 1 to the financial statements regarding the filing by the Company's ultimate holding company and a number of fellow subsidiaries for financial restructuring under Chapter 11 of the U.S Bankruptcy Code and for Administration under the U.K. Insolvency Act of 1986. The financial statements are prepared on the going concern basis, the validity of which depends on the outcome of these proceedings. In view of the significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T&N SHELF 34 LIMITED (CONTINUED)

Adverse opinion
Included in the balance sheet is an amount of ?1004 due from Federal-Mogul group companies which are the subject of an Administration Order under the Insolvency Act 1986 and/or a filing under Chapter 11 of the US Bankruptcy Code. The Company has no security for this debt. In our opinion the Company is unlikely to receive full payment and a provision of up to ?1004 should have been made, reducing profit before tax and net assets by up to that amount.
In view of the effect of the absence of this provision, in our opinion the financial statements do not give a true and fair view of the state of the Company's affairs as at 31 December 2000 and of its loss for the year then ended. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the Companies Act 1985.

Ernst & Young LLP Registered Auditor Manchester

CeN k's C)

4.0 T&N SHELF 34 LIMITED