On July 25, 2008, the Court heard the Motion to Approve Final valuations of Latent Deficiency Claims Against Mission Insurance Company Trust and Allocation of Shares of Covanta Holding Corporation Pursuant to the Rehabilitation Plan Implementation Agreement. The Court finds that appropriate and timely notice was given to all interested parties as to the motion. Based on the evidence presented, the Court finds that the individual claim amounts and claimants set forth on Exhibit C to the Declaration of Richard McNamee are the final, determined and fixed amounts of each individual Deficiency Claim, including Latent Deficiency Claims, as described in paragraph 31 of the Rehabilitation Plan Implementation Agreement against the Mission Insurance Company Trust and that the Latent Deficiency Claims against the Mission Insurance Company Trust total $923,419,693 in the aggregate. These Deficiency Claims, including Latent Deficiency Claims, individually and in the aggregate, are valid indebtedness from direct insurance and reinsurance contracts entered into by Mission Insurance Company and which are owed under California law pursuant to the Agreement of Reorganization, Rehabilitation and Restructuring and the Rehabilitation Plan Implementation Agreement, each as previously agreed upon and approved by this Court.

The Court approves the final allocation of Covanta Holding Corporation common stock previously issued and held on behalf of such claimants by the California Insurance Commissioner pursuant to the Agreement of Reorganization, Rehabilitation, and Restructuring to holders of Deficiency Claims, including Latent Deficiency Claims, against Mission Insurance Company Trust, as set forth in the share distribution schedule set forth in Exhibit C to the Declaration of Richard McNamee and orders that the shares of Covanta Holding Corporation stock be distributed to each holder of a Deficiency Claim in accordance with Exhibit C to the Declaration of Richard McNamee. The Court finds that this distribution of shares of Covanta Holding Corporation stock to holders of Deficiency Claims, including Latent Deficiency Claims, is consistent with the proportionality requirements of Internal Revenue Code former section 108(e)(8)(B). The Court further finds that such distribution of shares of Covanta Holding Corporation stock to holders of Deficiency Claims, including Latent Deficiency Claims, shall be in full satisfaction of the valid indebtedness from direct insurance and reinsurance contracts of Mission Insurance Company constituted by such Deficiency Claims, including Latent Deficiency Claims, and is consistent with the requirements of section 108 of the Internal Revenue Code, as in effect on the date of and forming the basis for the 1990 Agreement of Reorganization, Rehabilitation, and Restructuring, as continuously applicable from the date thereof to the date of this Order.

The Insurance Commissioner is further authorized to take such steps as he deems appropriate and necessary to implement the terms of these valuation and share distribution procedures.