FORD MOTOR COMPANY, Issuer and THE BANK OF NEW YORK, Trustee INDENTURE

1
EXHIBIT 4.1

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FORD MOTOR COMPANY,
Issuer

and

THE BANK OF NEW YORK,
Trustee

_________________________________________________________________

INDENTURE

Dated as of February 15, 1992

_________________________________________________________________

UNSECURED AND UNSUBORDINATED DEBT SECURITIES

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FORD MOTOR COMPANY

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of February 15, 1992

Trust Indenture Indenture
Act Section Section
----------------- ---------

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
Section 312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Section 315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
Section 316(a)(last
sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02, 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.04

_________________

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

TABLE OF CONTENTS*

Page
----

PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PURPOSE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . 1
SECTION 1.01. Certain Terms Defined. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Compliance Certificates and Opinions. . . . . . . . . . . . . . . . . . . . 11
SECTION 1.03. Form of Documents Delivered to Trustee. . . . . . . . . . . . . . . . . . . 12
SECTION 1.04. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1.05. Trust Indenture Act of 1939. . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.06. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . 13
SECTION 1.07. Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.08. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.09. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE TWO

SECURITY FORMS . . . . . . . . . . . . . 14
SECTION 2.01. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.02. Form of Face of Security. . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.03. Form of Reverse of Security. . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.04. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . 22
SECTION 2.05. Securities Issuable in the Form of a Global Security. . . . . . . . . . . . 22

ARTICLE THREE

THE SECURITIES . . . . . . . . . . . . . 24
SECTION 3.01. Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . . . . 24
SECTION 3.02. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 3.03. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . 26

__________________________________

* The table of contents, consisting of pages i to viii, is not part of
this Indenture.
4

SECTION 3.04. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.05. Registration; Registration of Transfer and Exchange. . . . . . . . . . . . 28
SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. . . . . . . . . . . . . . 29
SECTION 3.07. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . . . . 30
SECTION 3.08. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.09. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.10. Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE FOUR

SATISFACTION AND DISCHARGE . . . . . . . . . . 32
SECTION 4.01. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . 32
SECTION 4.02. Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.03. Repayment of Moneys Held by Paying Agent. . . . . . . . . . . . . . . . . . 34
SECTION 4.04. Repayment of Moneys Held by Trustee. . . . . . . . . . . . . . . . . . . . 34

ARTICLE FIVE

REMEDIES . . . . . . . . . . . . . . 34
SECTION 5.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . 36
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. . . . . . 37
SECTION 5.04. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities . . . . . . . . 38
SECTION 5.06. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.07. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest . 40
SECTION 5.09. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.10. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.11. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.12. Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE SIX

THE TRUSTEE . . . . . . . . . . . . . . 42
SECTION 6.01. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.02. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.03. Trustee Not Responsible for Recitals in Indenture or in Securities. . . . . 44

SECTION 6.04. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.05. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.06. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.07. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . 45
SECTION 6.08. Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . 45
SECTION 6.09. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . 47
SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business. . . . . . . . 48

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE
AND COMPANY . . . . . . . . . . . . . . 49
SECTION 7.01. Disclosure of Names and Addresses of Holders. . . . . . . . . . . . . . . . 49
SECTION 7.02. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.03. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE . . . . . . . 50
SECTION 8.01. Consolidations and Mergers of Company and Conveyances Permitted
Subject to Certain Conditions. . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.02. Rights and Duties of Successor Corporation. . . . . . . . . . . . . . . . . 50
SECTION 8.03. Securities to be Secured in Certain Events. . . . . . . . . . . . . . . . . 51
SECTION 8.04. Officers' Certificate and Opinion of Counsel. . . . . . . . . . . . . . . . 51

ARTICLE NINE

SUPPLEMENTAL INDENTURES . . . . . . . . . . 51
SECTION 9.01. Supplemental Indentures Without Consent of Holders. . . . . . . . . . . . . 51
SECTION 9.02. Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . 53
SECTION 9.03. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . 54
SECTION 9.04. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.05. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . 54

ARTICLE TEN

PARTICULAR COVENANTS OF THE COMPANY . . . . . . . . 55
SECTION 10.01. Payment of Principal, Premium and Interest. . . . . . . . . . . . . . . . 55
SECTION 10.02. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . 55
SECTION 10.03. Money for Securities Payments to be Held in Trust. . . . . . . . . . . . . 55
SECTION 10.04. Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 10.05. Limitation on Sales and Leasebacks. . . . . . . . . . . . . . . . . . . . 58
SECTION 10.06. Statement by Officers as to Default. . . . . . . . . . . . . . . . . . . . 58

SECTION 10.07. Further Instruments and Acts. . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE ELEVEN

REDEMPTION OF SECURITIES . . . . . . . . . . 59
SECTION 11.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 11.02. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . 59
SECTION 11.03. Selection by Trustee of Securities to be Redeemed. . . . . . . . . . . . . 59
SECTION 11.04. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.06. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . 60
SECTION 11.07. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE TWELVE

REPAYMENT AT OPTION OF HOLDERS . . . . . 61
SECTION 12.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 12.02. Repayment of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 12.03. Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 12.04. When Securities Presented for Repayment Become Due and Payable. . . . . . 62
SECTION 12.05. Securities Repaid in Part. . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE THIRTEEN

SINKING FUNDS . . . . . . . . . . 63
SECTION 13.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . 63
SECTION 13.03. Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . 63

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE . . . . 64
SECTION 14.01. Applicability of Article; Company's Option to Effect Defeasance or
Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 14.02. Defeasance and Discharge. . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 14.03. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. . . . . . . . . . . . . . 65
SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust;
Other Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.06. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
DIRECTORS AND EMPLOYEES . . . . . . . . . . . . 68
SECTION 15.01. Exemption from Individual Liability. . . . . . . . . . . . . . . . . . . . . 68

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS . . . . . . . . . . . 69
SECTION 16.01. Successors and Assigns of Company Bound by Indenture. . . . . . . . . . . . 69
SECTION 16.02. Acts of Board, Committee or Officer of Successor Corporation Valid . . . . . 69
SECTION 16.03. Required Notices or Demands. . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 16.04. Indenture and Securities to be Construed in Accordance with the Laws of
the State of New York. . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 16.05. Indenture May be Executed in Counterparts. . . . . . . . . . . . . . . . . . 70

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
ACKNOWLEDGMENTS

INDENTURE, dated as of the 15th day of February, 1992, among FORD
MOTOR COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes called the "Company"), and THE BANK
OF NEW YORK, a corporation duly organized and existing under the laws of the
State of New York (hereinafter sometimes called the "Trustee").

RECITALS OF THE COMPANY

WHEREAS, for its lawful corporate purposes, the Company deems it
necessary to issue its securities and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or more
series as in this Indenture provided;

WHEREAS, this Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be part of and govern indentures qualified under the Trust Indenture Act of
1939, as amended; and

WHEREAS, all things necessary to constitute these presents a valid
indenture and agreement according to its terms have been done and performed by
the Company, and the execution of this Indenture has in all respects been duly
authorized by the Company, and the Company, in the exercise of legal right and
power in it vested, executes this Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the
Securities are made, executed, authenticated, issued and delivered, the Company
and the Trustee covenant and agree with each other, for the equal and
proportionate benefit of the respective Holders from time to time of the
Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01. Certain Terms Defined. The terms defined in this
Section 1.01 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01. All other terms used in this Indenture which are defined in
the Trust Indenture Act of 1939 or which are by reference therein defined in
the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such
9
2

terms in said Trust Indenture Act and in said Securities Act as in force at the
date of this Indenture as originally executed.

Certain terms, used principally in Article Six, are defined in that
Article.

Act:

The term "Act", when used with respect to any Holder, shall have the
meaning specified in Section 1.04.

Affiliate; Control:

The term "Affiliate" of any specified Person shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person shall mean
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

Attributable Debt:

The term "Attributable Debt" shall mean, as to any particular lease
under which any Person is at the time liable, at any date as of which the
amount thereof is to be determined, the total net amount of rent (discounted
from the respective due dates thereof at the rate of 9.5% per annum compounded
annually) required to be paid by such person under such lease during the
remaining term thereof. The net amount of rent required to be paid under any
such lease for any such period shall be the total amount of the rent payable by
the lessee with respect to such period, but may exclude amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges. In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall also include
the amount of such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated.

Authorized Newspaper:

The term "Authorized Newspaper" shall mean a newspaper printed in the
English language and customarily published at least once a day on each business
day in each calendar week and of general circulation in the Borough of
Manhattan, the City and State of New York, whether or not such newspaper is
published on Saturdays, Sundays and legal holidays.

Board of Directors:

The term "Board of Directors" or "Board", when used with reference to
the Company, shall mean the board of directors of the Company or any committee
of such board duly authorized to act with respect hereto.

Board Resolution:

The term "Board Resolution", when used with reference to the Company,
shall mean a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification and
delivered to the Trustee.

business day:

The term "business day", when used with respect to any Place of
Payment, shall mean any day which is not a Saturday or a Sunday or a day on
which banking institutions in such Place of Payment are authorized or obligated
by law or regulation to close.

Commission:

The term "Commission" shall mean the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, as amended, or, if at any time after the execution of
this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body performing
such duties at such time.

Company:

The term "Company" shall mean Ford Motor Company, a Delaware
corporation, and, subject to the provisions of Article Eight, shall also
include its successors and assigns.

Company Request; Company Order:

The term "Company Request" or "Company Order" shall mean a written
request or order signed in the name of the Company by any two of its Chairman
of the Board, its President, an Executive Vice President, a Vice President, its
Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its
Secretary or an Assistant Secretary and delivered to the Trustee.

Consolidated Net Tangible Automotive Assets:

The term "Consolidated Net Tangible Automotive Assets" shall mean the
sum of (i) the aggregate amount of the Company's automotive assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (x) all current liabilities and (y) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, plus (ii) the Company's equity in the net assets of its financial
services subsidiaries after deducting therefrom all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, in each case as set forth in the most recent financial statements
of the Company and its consolidated subsidiaries which have been prepared in
conformity with generally accepted accounting principles.

Corporate Trust Office:

The term "Corporate Trust Office" or other similar term shall mean
the principal office of the Trustee in the Borough of Manhattan, The City of
New York, the State of New York, at which at any particular time its corporate
trust business shall be administered, which office at the date of this
Indenture is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇: Corporate
Trust Trustee Administration, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, fax number (212)
▇▇▇-▇▇▇▇.

corporation:

The term "corporation" includes corporations, associations, companies
and business trusts.

Defaulted Interest:

The term "Defaulted Interest" shall have the meaning specified in
Section 3.07.

Depository:

The term "Depository" shall mean, with respect to Securities of any
series for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency or any successor registered under the Securities and
Exchange Act of 1934, as amended, or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to either
Section 2.05 or 3.01.

Event of Default:

The term "Event of Default" shall have the meaning specified in
Section 5.01.

Funded Debt:

The term "Funded Debt" shall mean all indebtedness for money borrowed
having a maturity of more than 12 months from the date of the most recent
balance sheet of the Company and its consolidated subsidiaries or having a
maturity of less than 12 months but by its terms being renewable or extendible
beyond 12 months from the date of such balance sheet at the option of the
borrower.

Global Security:

The term "Global Security" shall mean, with respect to any series of
Securities, one or more Securities executed by the Company and authenticated
and delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which (i) shall be registered in the name of the Depository or its
nominee and (ii) shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of such of the Outstanding Securities of such
series as shall be specified therein.

Holder:

The term "Holder" shall mean a Person in whose name a Security is
registered in the Security Register.

Indenture:

The term "Indenture" shall mean this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities established as contemplated by Section 3.01; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which a Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 3.01, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by

means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.

interest:

The term "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity.

Interest Payment Date:

The term "Interest Payment Date", when used with respect to any
Security, shall mean the Stated Maturity of an installment of interest on such
Security.

Manufacturing Subsidiary; subsidiary of the Company:

The term "Manufacturing Subsidiary" shall mean a subsidiary of the
Company which owns or leases a Principal Domestic Manufacturing Property.

The term "subsidiary of the Company" shall mean a corporation a
majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more subsidiaries of the Company, or by
the Company and one or more subsidiaries of the Company.

As used under this heading, the term "voting stock" means stock
having ordinary voting power to elect a majority of the directors irrespective
of whether or not stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency.

Maturity:

The term "Maturity", when used with respect to any Security, shall
mean the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

National Bankruptcy Act:

The term "National Bankruptcy Act" shall mean the Bankruptcy Act or
title 11 of the United States Code.

Officers' Certificate:

The term "Officers' Certificate", when used with reference to the
Company, shall mean a certificate signed by any two of the Chairman of the
Board, the President, an Executive Vice President, a Vice President, the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary, of the Company and delivered to the
Trustee. Each such certificate shall include (except as otherwise provided in
this Indenture) the statements provided for in Section 1.02, if and to the
extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company, and
delivered to the Trustee. Each such opinion shall include the statements
provided for in Section 1.02, if and to the extent required by the provisions
thereof.

Original Issue Discount Security:

The term "Original Issue Discount Security" shall mean any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 5.02.

Outstanding:

The term "Outstanding", when used with respect to Securities, shall
mean, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(ii) Securities or portions thereof for whose payment, redemption
or repayment at the option of the Holder money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities or portions thereof
are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has
been made; and

(iii) Securities which have been paid pursuant to Section 3.06 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture;

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture,
Securities owned by the Company or any other obligor on the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding for the purposes of such determination, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor on the Securities or any Affiliate of
the Company or of such other obligor.

Paying Agent:

The term "Paying Agent" shall mean any Person authorized by the
Company to pay the principal of (and premium, if any, on) or interest, if any,
on any Securities on behalf of the Company.

Person:

The term "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

Place of Payment:

The term "Place of Payment", when used with respect to the Securities
of any series, shall mean the place or places where the principal of (and
premium, if any, on) and interest, if any, on the Securities of that series are
payable, as specified as contemplated by Section 3.01.

Predecessor Security:

The term "Predecessor Security" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or

stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

Principal Domestic Manufacturing Property:

The term "Principal Domestic Manufacturing Property" shall mean any
plant in the United States owned or leased by the Company or any subsidiary of
the Company, the gross book value (without deduction of any depreciation
reserves) of which on the date as of which the determination is being made
exceeds 0.5% of the Consolidated Net Tangible Automotive Assets and more than
75% of the total production measured by value (as determined by any two of the
following: the Chairman of the Board of the Company, its President, any
Executive Vice President of the Company, any Vice President of the Company, its
Treasurer and its Controller) of which in the last fiscal year prior to said
date (or such lesser period prior thereto as the plant shall have been in
operation) consisted of one or more of the following: cars or trucks or
related parts and accessories or materials for any of the foregoing. In the
case of a plant not yet in operation or of a plant newly converted to the
production of a different item or items, the total production of such plant and
the composition of such production for purposes of this definition shall be
deemed to be the Company's best estimate (determined as aforesaid) of what the
actual total production of such plant and the composition of such production
will be in the 12 months following the date as of which the determination is
being made.

Redemption Date:

The term "Redemption Date" shall mean, when used with respect to any
Security to be redeemed, in whole or in part, the date fixed for such
redemption by or pursuant to this Indenture.

Redemption Price:

The term "Redemption Price" shall mean, when used with respect to any
Security to be redeemed, the price at which it is to be redeemed by or pursuant
to this Indenture.

Regular Record Date:

The term "Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series shall mean the date
specified for that purpose as contemplated by Section 3.01.

Repayment Date:

The term "Repayment Date" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.

Repayment Price:

The term "Repayment Price" shall mean, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

responsible officer:

The term "responsible officer" when used with respect to the Trustee
shall mean any officer within the Trustee's corporate trust department (or any
successor group) including without limitation any vice president, any assistant
vice president, any assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

Securities:

The term "Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the series as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.

Security Register; Security Registrar:

The terms "Security Register" and "Security Registrar" shall have the
respective meanings set forth in Section 3.05.

Special Record Date:

The term "Special Record Date" for the payment of any Defaulted
Interest shall mean a date fixed by the Trustee pursuant to Section 3.07.

Stated Maturity:

The term "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, shall mean the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

Trustee:

The term "Trustee" shall mean The Bank of New York and, subject to
the provisions of Article Six, shall also include its successors and assigns,
and, if at any time there is more than one Person acting as Trustee hereunder,
"Trustee" as used with respect to the Securities of any series shall mean the
Trustee with respect to Securities of that series.

Trust Indenture Act of 1939 or TIA:

The term "Trust Indenture Act of 1939" or "TIA" (except as herein
otherwise expressly provided) shall mean the Trust Indenture Act of 1939, as
amended, as in force at the date of this Indenture as originally executed.

SECTION 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than pursuant to
section 10.06, shall include:

(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to
express an

informed opinion as to whether or not such covenant or condition has been
complied with; and

(4) a statement as to whether or not, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.04. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section 1.04.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee
may determine.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Security Registrar, any Paying Agent or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.

SECTION 1.05. Trust Indenture Act of 1939. This Indenture is
subject to, and shall be governed by, the provisions of the TIA required to be
part of and govern indentures qualified under the TIA.

SECTION 1.06. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 1.07. Separability Clause. In case any provision in this
Indenture or in any Security shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 1.08. Benefits of Indenture. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.09. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
business day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding business day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

ARTICLE TWO

SECURITY FORMS

SECTION 2.01. Forms Generally. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form
or forms as shall be established by or pursuant to a Board Resolution of the
Company or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form or forms of
Securities of any series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities.

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution thereof.

SECTION 2.02. Form of Face of Security. [If the Security is an
Original Issue Discount Security, insert--FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS
, 19 [, -- AND] THE YIELD TO MATURITY IS ___ %. [THE METHOD USED
TO DETERMINE THE YIELD IS ____________ AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF _______________, 19__
TO ___________, 19__ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]]

FORD MOTOR COMPANY
___% NOTE DUE ______________

______________________________________
[CUSIP No. _______________]
$ No.

FORD MOTOR COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to

, or registered assigns, the principal sum of
Dollars on [If the Security is to bear interest prior to Maturity,
insert--, and to pay interest thereon from or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on and in each year, commencing , at the rate of % per
annum, until the principal hereof is paid or made available for payment [If
applicable, insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of % per annum on any
overdue principal and premium and on any overdue installment of interest]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the or (whether or not a business day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity,
insert--The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption,
upon repayment at the option of the Holder or at Stated Maturity and in such
case the overdue principal of this Security shall bear interest at the rate of
% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default
in payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue

principal shall be payable on demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of
% per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]

Payment of the principal of (and premium, if any, on) and [if
applicable, insert--any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts [if applicable, insert--; and in immediately
available funds] [if applicable, insert--; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register] [if applicable, insert--; provided, however, that at the
option of the Company payment of interest may be made by wire transfer [of
immediately available funds] to an account of the Person entitled thereto as
such account shall be provided to the Security Registrar and shall appear on
the Security Register].

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be signed
by its Chairman of the Board, or its President, or one of its Executive Vice
Presidents, or one of its Vice Presidents, and by its Treasurer or one of its
Assistant Treasurers, or its Secretary or one of its Assistant Secretaries,
manually or in facsimile, and a facsimile of its corporate seal to be imprinted
hereon.

Dated:

[CORPORATE SEAL]

FORD MOTOR COMPANY

By______________________

Attest:

_____________________________

SECTION 2.03. Form of Reverse of Security. This Security is one of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an
Indenture, dated as of February 15, 1992 (herein called the "Indenture"),
between the Company and The Bank of New York, Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof[, limited in
aggregate principal amount to $ ].

[If applicable, insert--The securities of this series are not subject
to redemption.]

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable,
insert--(1) on in any year commencing with the year and ending with the
year at a Redemption Price equal to % of the principal amount, and
(2)] at any time [on or after , 19 ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as

percentages of the principal amount): If redeemed [on or before , %,
and if redeemed] during the 12-month period beginning of the years indicated,

Redemption Redemption
Year Price Year Price
---- --------- ---- ----------

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided
in the Indenture.]

[If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on in any year
commencing with the year and ending with the year through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning
of the years indicated,

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
---- ----------------- ----------------------

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise)

with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to ,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ___% per annum.]

[The sinking fund for this series provides for the redemption on in
each year beginning with the year and ending with the year of [not
less than] $ [("mandatory sinking fund")] and not more than $
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made in the [describe order] order in
which they become due.]]

In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

[If applicable, insert--The Securities of this series are subject to
the [defeasance] [covenant defeasance] [defeasance and covenant defeasance]
provisions set forth in Article Fourteen of the Indenture.]

[If applicable, insert--The Securities of this series are subject to
repayment in whole [or in part] [but not in part], in integral multiples of
$ , on [and ] at the option of the Holder hereof at a Repayment
Price equal to % of the principal amount thereof [to be repaid],
together with interest thereon accrued to the Repayment Date, all as provided
in the Indenture[; provided, however, that the principal amount of this
Security may not be repaid in part if following such repayment, the unpaid
principal amount of this Security would be less than [$ ] [the minimum
authorized denomination for Securities of this series]]. To be repaid at the
option of the Holder, this Security, with the "Option to Elect Repayment" form
duly completed by the Holder hereof, must be received by the Company at its
office or agency maintained for that purpose in the Borough of Manhattan, the
City and State of New York, not earlier than 30 days nor later than 15 days
prior to the Repayment Date. Exercise of such option by the Holder of this
Security shall be irrevocable unless waived by the Company. [In the event of
repayment of this Security at the option of the Holder in part only, a new
Security or Securities of this series for the portion hereof not repaid will be
issued in the name of the Holder hereof upon the cancellation hereof.]]

[If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

[If the Security is an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the amount of principal of (and premium,
if any, on) and interest, if any, on this Security herein provided, and at the
times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any, on) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this

series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of different authorized
denominations as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

[If applicable, insert--

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security [(or the portion thereof specified below)],
pursuant to its terms, on the "Repayment Date" first occurring after the date
of receipt of the within Security as specified below, at a Repayment Price
equal to ___% of the principal amount thereof, together with interest thereon
accrued to the Repayment Date, to the undersigned at:

________________________________________________________________________________
________________________________________________________________________________

(Please Print or Type Name and Address of the Undersigned.)

For this Option to Elect Repayment to be effective, this Security with
the Option to Elect Repayment duly completed must be received not earlier than
30 days prior to

the Repayment Date and not later than 15 days prior to the Repayment Date by
the Company at its office or agency in the Borough of Manhattan, the City and
State of New York.

[If less than the entire principal amount of the within Security is to
be repaid, specify the portion thereof (which shall be $ or an integral
multiple thereof) which is to be repaid: $ . The principal
amount of this Security may not be repaid in part if, following such repayment,
the unpaid principal amount of this Security would be less than [$
] [the minimum authorized denomination for Securities of this series].]

[If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for
the unpaid amount ($ or any integral multiple of $ ):
$ .]

Dated:

-------------------------------------
Note: The signature to this Option
to Elect Repayment must
correspond with the name as written
upon the face of the within Security
in every particular without
alterations or enlargement or any
change whatsoever.]

SECTION 2.04. Form of Trustee's Certificate of Authentication. This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

By
-----------------------------------
Authorized Signatory

SECTION 2.05. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Section 3.01 that the
Securities of a particular series are to be issued as a Global Security, then,
notwithstanding clause (8) of Section 3.01, the Company shall execute and the
Trustee shall, in accordance with Section 3.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver, the Global Security, which
(i) shall represent, and shall be denominated in an amount equal to the

aggregate principal amount of such of the Outstanding Securities of such
series as shall be specified therein, (ii) shall be registered in the name of
the Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.05 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository."

(b) Notwithstanding any other provision of this Section 2.05 or of
Section 3.05, the Global Security of a series may be transferred, in whole but
not in part and in the manner provided in Section 3.05, only to another nominee
of the Depository for such series, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository.

(c) If at any time the Depository for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depository
for such series or if at any time the Depository for such series shall no
longer be registered or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation and a successor
Depository for such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the
case may be, this Section 2.05 shall no longer be applicable to the Securities
of such series and the Company will execute, and the Trustee will authenticate
and deliver, Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series, in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.05 shall no longer
apply to the Securities of such series. In such event the Company will execute
and the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series, in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security pursuant
to this Section 2.05(c) shall be registered in such names and in such
authorized denominations as the Depository, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

ARTICLE THREE

THE SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is not limited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to Board Resolutions of the Company and set forth in
Officers' Certificates of the Company, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following as applicable:

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other series of
Securities);

(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.05, 3.04, 3.05, 3.06, 9.05,
11.07 or 12.05);

(3) the date or dates on which the principal of the Securities of the
series is payable or the manner in which such dates are determined;

(4) the rate or rates at which the Securities of the series shall
bear interest, or the manner in which such rates are determined, the date
or dates from which such interest shall accrue, or the manner in which
such dates are determined, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Dates, if any, for the
interest payable on any Interest Payment Date;

(5) the place or places where the principal of (and premium, if any,
on) and any interest, if any, on Securities of the series shall be
payable;

(6) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

(7) the obligation of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which or the date or dates on which, the price or prices at which
and the terms and conditions upon which

Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation;

(8) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be
issuable;

(9) if other than the Trustee, the identity of the Security Registrar
and/or Paying Agent;

(10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section
5.02;

(11) if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency or currency unit in which payment of
the principal of (and premium, if any, on) or interest, if any, on the
Securities of the series shall be payable;

(12) if the amount of payment of principal of (and premium, if any,
on) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method based on a coin
currency or currency unit other than that in which the Securities are
stated to be payable, the manner in which such amounts shall be
determined;

(13) if the principal of (and premium, if any, on) or interest, if
any, on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a coin or currency or currency unit
other than that in which the Securities are stated to be payable, the
period or periods within which, and the terms and conditions upon which,
such election may be made;

(14) whether the Securities of the series are issuable as a Global
Security and, in such case, the identity of the Depository for such
series;

(15) the forms of the Securities of that series (if other than the
form set forth in Article Two);

(16) any provisions in modification of, in addition to or in lieu of
the provisions of Article Fourteen that shall be applicable to the
Securities of the series; and

(17) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which
terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any indenture supplemental hereto. Not all Securities of any one series
need be issued at the same time, and, unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, such Board Resolution and the Officers'
Certificate setting forth the terms of the series shall be delivered to the
Trustee at or prior to the delivery of the Company Order for authentication and
delivery of Securities of such series.

SECTION 3.02. Denominations. The Securities of each series shall be
issuable in definitive registered form without coupons and, except for any
Global Security, in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series, other than a Global
Security, shall be issuable in denominations of $1,000 and any integral
multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be signed on behalf of the Company by its Chairman of the
Board, its President, one of its Executive Vice Presidents or one of its Vice
Presidents and its Treasurer or one of its Assistant Treasurers, its Secretary
or one of its Assistant Secretaries, under its corporate seal reproduced
thereon. Such signatures upon the Securities may be the manual or facsimile
signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced on the Securities.

Securities bearing the manual or facsimile signatures of individuals
who were at the time they signed such Securities the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If not all the Securities of any series are to be issued at one
time and if the Board Resolution or supplemental indenture establishing such

series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Securities and determining terms of
particular Securities of such series such as interest rate, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315) shall be fully protected in relying upon, an
Opinion of Counsel stating:

(a) that the form or forms and terms of such Securities have been
established in conformity with the provisions of this Indenture;

(b) that all conditions precedent to the authentication and delivery
of such Securities have been complied with and that such Securities, when
completed by appropriate insertions and executed by the Company and
delivered to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute the
legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to
or affecting the enforcement of creditors' rights, to general equitable
principles and to such other qualifications as such counsel shall conclude
do not materially affect the rights of Holders of such Securities; and

(c) that all laws and requirements in respect of the execution and
delivery by the Company of such Securities have been complied with.

If not all the Securities of any series are to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion with appropriate modifications
shall be delivered at or before the time of issuance of the first Security of
such series.

The Trustee shall not be required to authenticate and deliver any such
Securities if the Trustee, being advised by counsel, determines that such
action (i) may not lawfully be taken or (ii) would expose the Trustee to
personal liability to existing Holders of Securities.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein,
executed by the Trustee by

manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.

SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.

If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as the
definitive Securities of such series.

SECTION 3.05. Registration; Registration of Transfer and Exchange.
The Company shall cause to be kept at the office or agency of the Company
maintained pursuant to Section 10.02 a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall, subject to the provisions of Section 2.05,
provide for the registration of Securities and transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

Subject to the provisions of Section 2.05, upon surrender for
registration of transfer of any definitive Security of any series at the office
or agency in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new definitive Securities of the same
series of any authorized denominations and of a like aggregate principal
amount.

Subject to the provisions of Section 2.05, at the option of the
Holder, definitive Securities of any series may be exchanged for other
definitive Securities of the

same series, of any authorized denominations and of a like aggregate principal
amount, upon surrender of the definitive Securities to be exchanged at such
office or agency. Whenever any definitive Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the definitive Securities which the Holder making the exchange is
entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the
opening of business 15 days before the day of the selection for redemption of
Securities of that series under Section 11.03 and ending at the close of
business on the day of the mailing of notice of redemption, (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part,
or (iii) to issue, register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount, and bearing
a number not contemporaneously outstanding, or, in case any such mutilated
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has

been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding or, in case any such destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07. Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 10.02;
provided, however, that each installment of interest on any Security may at the
Company's option be paid by mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 3.08,
to the address of such Person as it appears on the Security Register or by
wire transfer to an account of the Person entitled thereto as such account
shall be provided to the Security Registrar and shall appear on the Security
Register.

Any interest on any Security of any series which is payable but is not
punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their
respective

Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Securities of such series at his address as it appears in
the Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may
be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium, if any, on) and (subject to Section 3.07)
interest, if any, on such Security and for all other purposes

whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

SECTION 3.09. Cancellation. All Securities surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Cancelled Securities held by the Trustee may be destroyed by it
and, if so destroyed, the Trustee shall deliver its certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

SECTION 3.10. Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Securities of any series, any interest on
the Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and
(ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in
Section 10.03) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

In the event there are Securities of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then
the effectiveness of any such instrument shall be conditioned upon receipt of
such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.06 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

SECTION 4.02. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section

4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as a Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest, if any, for whose payment such
money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

SECTION 4.03. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture all moneys
then held by any Paying Agent (other than the Trustee, if the Trustee be a
Paying Agent) under the provisions of this Indenture shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

SECTION 4.04. Repayment of Moneys Held by Trustee. Any moneys
deposited with the Trustee or any Paying Agent for the payment of the principal
of (or premium, if any, on) or interest, if any, on any Security of any series
and not applied but remaining unclaimed by the Holders for two years after the
date upon which the principal of (or premium, if any, on) or interest, if any,
on such Security shall have become due and payable, shall be repaid to the
Company by the Trustee or such Paying Agent on demand; and the Holder of any of
the Securities entitled to receive such payment shall thereafter look only to
the Company for the payment thereof and all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be mailed to
each such Holder or published once a week for two successive weeks (in each
case on any day of the week) in an Authorized Newspaper, or both, a notice that
said moneys have not been so applied and that after a date named therein any
unclaimed balance of said moneys then remaining will be returned to the
Company. It shall not be necessary for more than one such publication to be
made in the same newspaper.

ARTICLE FIVE

REMEDIES

SECTION 5.01. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, shall mean any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of that
series when it becomes due and payable, and continuance of such default
for a period of 30 days; or

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity, and continuance of such
default for five business days; or

(3) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series, and continuance of such
default for five business days; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other
than that series), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

(5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary
case or proceeding under the National Bankruptcy Act or any other similar
Federal or State law or (B) a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of
the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of the property
of the Company, or ordering the winding up or liquidation of the affairs
of the Company, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of
90 consecutive days; or

(6) the commencement by the Company of a voluntary case or
proceeding under the National Bankruptcy Act or any other similar Federal
or State law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by the Company to the entry of a
decree or order for relief in respect of the Company in an involuntary
case or proceeding under the National Bankruptcy Act or any other similar
Federal or State law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or the filing by the
Company of a petition

or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official
of the Company or of any substantial part of the property of the Company,
or the making by the Company of an assignment for the benefit of
creditors, or the admission by the Company in writing of its inability to
pay its debts generally as they become due; or

(7) any other Event of Default provided with respect to Securities
of that series.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences if

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) and any sinking
fund payments with respect to any Securities of that series which have
become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed therefor in such
Securities,

(C) to the extent that payment of such interest is enforceable
under applicable law, interest upon overdue interest to the date of
such payment or deposit at the rate or rates prescribed therefor in
such Securities or, if no such

rate or rates are so prescribed, at the rate borne by the Securities
during the period of such default, and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.13.

No such waiver or rescission and annulment shall affect any subsequent default
or impair any right consequent thereon.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any Security of any series, as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made in the
payment of the principal of (and premium, if any, on) any Security of any
series on its Maturity or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the Holders of such
Securities of such series, the whole amount that then shall have become due and
payable on all such Securities for principal (and premium, if any) or interest,
if any, or both, as the case may be, with interest upon the overdue principal
and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate borne by the
Securities during the period of such default; and, in addition thereto, such
further amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith.

In case the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor upon
such Securities of such series and collect in the manner provided by law out of
the property of the Company or any other obligor upon such Securities of such
series wherever situated the moneys adjudged or decreed to be payable.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee, irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest, shall be entitled and
empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding and

(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 6.06.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be

prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.06. Application of Money Collected. Any money or property
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest, if any, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee under Section
6.06;

SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any, on) and interest, if any, on the
Securities in respect of which or for the benefit of which such money or
property has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest, if any, respectively; and

THIRD: To the payment of the remainder, if any, to the Company, its
successors or assigns or to whosoever may be lawfully entitled to receive
the same, or as a court of competent jurisdiction may direct.

SECTION 5.07. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless

(1) such Holder shall have previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of
that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;

(3) such Holder or Holders shall have offered to the Trustee
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 90 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such proceeding;
and

(5) no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.12 during such 90-day
period by the Holders of a majority in principal amount of the Outstanding
Securities of that series;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable and common
benefit of all of such Holders.

SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any, on)
and (subject to Section 3.07) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption or repayment at the option of the Holder, on the Redemption Date or
Repayment Date, as the case may be) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at

law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

SECTION 5.12. Control by Holders. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series;
provided, however, that

(1) such direction shall not be in conflict with any rule of law or
with this Indenture,

(2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction,

(3) such direction is not unduly prejudicial to the rights of Holders
not taking part in such direction, and

(4) such direction would not involve the Trustee in personal
liability, as the Trustee, upon being advised by counsel, shall reasonably
determine.

SECTION 5.13. Waiver of Past Defaults. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of the holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default

(1) in the payment of the principal of (or premium, if any, on) or
interest, if any, on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, and the Company, the Trustee and the Holders shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

SECTION 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any, on)
or interest, if any, on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

ARTICLE SIX

THE TRUSTEE

SECTION 6.01. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any, on) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided further that in the case of any default of the character specified in
Section 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event

which is, or after notice or lapse of time or both would become, an Event of
Default (not including periods of grace, if any) with respect to Securities of
such series.

SECTION 6.02. Certain Rights of Trustee. Subject to the provisions
of TIA Section 315(a) through 315(d):

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness, approval or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors of the Company may be sufficiently
evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proven or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel, and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

(f) except during the continuance of an Event of Default, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit; and

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by
it hereunder.

No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any personal financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

SECTION 6.03. Trustee Not Responsible for Recitals in Indenture or in
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.

SECTION 6.04. May Hold Securities. The Trustee, any Paying Agent,
any Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to TIA Sections 310(b) and 311, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.

SECTION 6.05. Money Held in Trust. Subject to the provisions of
Section 4.04, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law. The Trustee shall pay such interest on any moneys received by
it hereunder as it may agree with the Company to pay thereon. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time upon the receipt of a Company
Order with respect thereto.

SECTION 6.06. Compensation and Reimbursement. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall agree in
writing for all services rendered by it hereunder (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust), and, except as otherwise expressly provided,

the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. If any property other than cash shall at any time be subject to a
lien in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon. The
Company also covenants to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligations of
the Company under this Section to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee, as such, except funds held in trust for the payment
of principal of (or premium, if any, on) or interest, if any, on the
Securities.

SECTION 6.07. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $5,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in Section 6.08.

SECTION 6.08. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.09.

(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company and by
mailing notice thereof to the Holders of Securities of such one or more series,
as their names and addresses appear in the Security Register. If the
instrument of acceptance by a successor Trustee

required by Section 6.09 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such one or more series, or any
Holder who has been a bona fide holder of a Security or Securities of such one
or more series for at least six months may, subject to the provisions of
Section 5.14, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.

(c) The Trustee may be removed and a successor Trustee appointed at
any time with respect to the Securities of any series by Act of the Holders of
a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee so removed, to the successor Trustee and to the
Company.

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of TIA
Section 310(b) after written request therefor by the Company or by any
Holder who has been a bona fide holder of a Security for at least six
months, or

(2) the Trustee shall cease to be eligible under Section 6.07 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, one
copy of which Board Resolution shall be delivered to the Trustee so removed and
one copy to the successor Trustee, or (ii) subject to TIA Section 315(e), any
Holder who has been a bona fide holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series

(it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
6.09. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.09, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 6.09, any Holder who has been a bona fide holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

SECTION 6.09. Acceptance of Appointment by Successor. (a) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges pursuant to Section 6.06, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or

facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and, upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

(e) Upon acceptance of appointment by a successor Trustee as provided
in this Section, the Company shall mail notice of the succession of such
Trustee hereunder to the Holders of the Securities of one or more or all
series, as the case may be, to which the appointment of such successor Trustee
relates as their names and addresses appear on the Security Register. If the
Company fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Company.

SECTION 6.10. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated,

any successor Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the certificate
of authentication of any predecessor Trustee or to authenticate Securities in
the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE
AND COMPANY

SECTION 7.01. Disclosure of Names and Addresses of Holders. Each
and every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Security Registrar nor any Paying Agent shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with TIA Section 312, regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b).

SECTION 7.02. Reports by Trustee. On or before July 15, 1992, and on
or before July 15 in every year thereafter, so long as required by TIA Section
313(a), and so long as any Securities are Outstanding hereunder, the Trustee
shall transmit to the Holders, in the manner and to the extent provided in TIA
Section 313(c), and to the Company a brief report, dated as of the preceding
May 15 and required by TIA Section 313(a).

SECTION 7.03. Reports by Company. (a) The Company covenants and
agrees to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in
such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such additional information, documents, and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

(c) The Company covenants and agrees to transmit to the Holders
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in TIA Section 313(c), such summaries of any information,
documents and reports required to be filed by the Company pursuant to
Subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions. The Company may consolidate with, or
sell or convey all or substantially all its assets to, or merge with or into
any other corporation; provided, however, that in any such case, (i) the
successor corporation shall be a corporation organized and existing under the
laws of the United States of America or a State thereof and such corporation
shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be performed by the Company, by an indenture supplemental hereto
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) such successor corporation shall not, immediately after
such merger or consolidation or such sale or conveyance, be in default in the
performance of any such covenant or condition; provided, however, that the
provisions of clause (i) of this Subsection shall not be applicable if the
Company shall consolidate with or merge into a direct or indirect
majority-owned subsidiary of the Company, and the Company shall be the
surviving corporation.

SECTION 8.02. Rights and Duties of Successor Corporation. In case of
any such consolidation, merger, sale or conveyance and upon any such assumption
by the successor corporation, such successor corporation shall succeed to and
be substituted for the Company with the same effect as if it had been named
herein as the Company, and the predecessor corporation shall be relieved of any
further obligation under this Indenture. Such successor corporation thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation, instead of the Company, and
subject to all

the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

SECTION 8.03. Securities to be Secured in Certain Events. If, upon
any such consolidation or merger of the Company with or into any other
corporation, or upon any sale or conveyance of the property of the Company as
an entirety or substantially as an entirety to any other corporation, any
Principal Domestic Manufacturing Property of the Company or any Manufacturing
Subsidiary or any shares of stock or Debt of any Manufacturing Subsidiary would
thereupon become subject to any Mortgage (as defined in Section 10.04) securing
any Debt (as defined in Section 10.04), then unless the Company could create
such Mortgage pursuant to Section 10.04 without equally and ratably securing
the Securities, the Company, prior to or at the time of such consolidation,
merger, sale or conveyance, will cause the Securities to be secured equally and
ratably with (or prior to) the Debt secured by such Mortgage.

SECTION 8.04. Officers' Certificate and Opinion of Counsel. The
Trustee, subject to the provisions of Section 6.02, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies
with the provisions of this Article Eight.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.
The Company, when authorized by a Board Resolution and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of
1939 as in force at the date of the execution thereof) for one or more of the
following purposes:

(1) to evidence the succession of another corporation to the Company,
or successive successions, and the assumption by the successor corporation
of the covenants, agreements and obligations of the Company pursuant to
Article Eight hereof;

(2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company;

(3) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating
that such Events of Default are expressly being included solely for the
benefit of such series); provided, however, that in respect of any such
additional Events of Default such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the
Holders of a majority in aggregate principal amount of that or those
series of Securities to which such additional Events of Default apply to
waive such default;

(4) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in (i) bearer form, registrable or not registrable as to
principal, and/or (ii) coupon form, registrable or not registrable as to
principal, and to provide for exchangeability of such Securities with
Securities issued hereunder in fully registered form;

(5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only
when there is no Outstanding Security of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision;

(6) to secure the Securities pursuant to the requirements of Section
8.03 or 10.04 or otherwise;

(7) to establish the form or terms of Securities of any series
thereof as permitted by Sections 2.01 and 3.01;

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to

or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 6.09(b);
and

(9) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be defective or
inconsistent with any other provision herein or in any supplemental
indenture, or to make such other provisions with respect to matters or
questions arising under this Indenture, provided that such action shall
not adversely affect the interests of the Holders of Securities of any
series in any material respect.

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

Any supplemental indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Outstanding Securities, notwithstanding any of the
provisions of Section 9.02.

SECTION 9.02. Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall (i) extend the
Stated Maturity of the principal of (or premium, if any, on), or any
installment of principal of or interest, if any, on, any Security, or reduce
the principal amount thereof or the rate of interest thereon, or reduce the
amount of principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption or
repayment at the option of the Holder, on or after the Redemption Date or
Repayment Date, as the case may be), without the consent of the Holder of each
Outstanding Security so affected, or (ii) reduce the aforesaid percentage in
principal amount of the Outstanding Securities of any series, the consent of
whose Holders is required for any such supplemental indenture, without the
consent of the Holders of all the Outstanding Securities of such series.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the
Holders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.05. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and such Securities may be
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

ARTICLE TEN

PARTICULAR COVENANTS OF THE COMPANY

SECTION 10.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of (and
premium, if any, on) and interest, if any, on the Securities of that series in
accordance with the terms of the Securities and this Indenture. Each
installment of interest on any Security may at the Company's option be paid by
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 3.07, to the address of such Person
as it appears on the Security Register or by wire transfer to an account of the
Person entitled thereto as such account shall be provided to the Security
Registrar and shall appear on the Security Register. At the option of the
Company, all payments of principal may be paid by official bank check to the
registered Holder of the Security or other person entitled thereto against
surrender of such Security.

SECTION 10.02. Maintenance of Office or Agency. The Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange as in this Indenture provided and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give notice to the Trustee of
the location, and any change in the location, of each such office or agency.
In case the Company shall fail to maintain any such required office or agency
or shall fail to give notice of the location or of any change thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee. The Company hereby initially appoints
the Trustee as its office or agency for each of said purposes.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 10.03. Money for Securities Payments to be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(or premium, if any, on) or

interest, if any, on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal (or premium, if any) or interest, if any, so becoming due.
The Company will promptly notify the Trustee of any failure to take such action
or the failure by any other obligor on the Securities to make any payment of
the principal of or interest on the Securities when the same shall be due and
payable.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (or
premium, if any, on) or interest, if any, on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (or premium,
if any) or interest, if any, so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities,
other than the Trustee, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (or
premium, if any, on) or interest on Securities of that series (whether
such sums have been paid to it by the Company or by any other obligor on
the Securities) in trust for the benefit of the Persons entitled thereto;

(2) give the Trustee notice of any failure by the Company (or any
other obligor upon the Securities of that series) to make any payment of
principal of (or premium, if any, on) or interest on the Securities of
that series when the same shall be due and payable; and

(3) at any time during the continuance of any Event of Default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

Anything in this Section to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining satisfaction and discharge of
this Indenture, or for any other reason, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall
be released from all further liability with respect to such money.

SECTION 10.04. Limitation on Liens. The Company will not itself, and
will not permit any Manufacturing Subsidiary to, incur, issue, assume,
guarantee or suffer to exist any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being hereinafter in this
Article called "Debt"), secured by a pledge of, or mortgage or lien on, any
Principal Domestic Manufacturing Property of the Company or any Manufacturing
Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary
(mortgages, pledges and liens being hereinafter in this Article called
"Mortgage" or "Mortgages"), without effectively providing that the Securities
(together with, if the Company shall so determine, any other Debt of the
Company or such Manufacturing Subsidiary then existing or thereafter created
ranking equally with the Securities) shall be secured equally and ratably with
(or prior to) such secured Debt, so long as such secured Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured Debt so secured plus all Attributable Debt of the Company and its
Manufacturing Subsidiaries in respect of sale and leaseback transactions (as
defined in Section 10.05) would not exceed 5% of Consolidated Net Tangible
Automotive Assets; provided, however, that this Section shall not apply to Debt
secured by:

(1) Mortgages on property of, or on any shares of stock or of Debt
of, any corporation existing at the time such corporation becomes a
Manufacturing Subsidiary;

(2) Mortgages in favor of the Company or any Manufacturing Subsidiary;

(3) Mortgages in favor of any governmental body to secure progress,
advance or other payments pursuant to any contract or provision of any
statute;

(4) Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the purchase
price thereof or to secure any Debt incurred prior to, at the time of, or
within 60 days after, the acquisition of such property or shares of Debt
for the purpose of financing all or any part of the purchase price
thereof; and

(5) any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Mortgage referred
to in the foregoing clauses (1) to (4), inclusive; provided that such
extension, renewal or replacement Mortgage shall be limited to all or a
part of the same property, shares of stock or Debt that secured the
Mortgage extended, renewed or replaced (plus improvements on such
property).

SECTION 10.05. Limitation on Sales and Leasebacks. The Company will
not itself, and it will not permit any Manufacturing Subsidiary to, enter into
any arrangement with any bank, insurance company or other lender or investor
(not including the Company or any Manufacturing Subsidiary) or to which any
such lender or investor is a party, providing for the leasing by the Company or
a Manufacturing Subsidiary for a period, including renewals, in excess of three
years of any Principal Domestic Manufacturing Property which has been or is to
be sold or transferred by the Company or such Manufacturing Subsidiary to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such Principal Domestic
Manufacturing Property (herein referred to as a "sale and leaseback
transaction") unless either:

(1) the Company or such Manufacturing Subsidiary could create Debt
secured by a Mortgage pursuant to Section 10.04 on the Principal Domestic
Manufacturing Property to be leased in an amount equal to the Attributable
Debt with respect to such sale and leaseback transaction without equally
and ratably securing the Securities; or

(2) the Company, within 120 days after the sale or transfer shall
have been made by the Company or by a Manufacturing Subsidiary, applies an
amount equal to the greater of (i) the net proceeds of the sale of the
Principal Domestic Manufacturing Property leased pursuant to such
arrangement or (ii) the fair market value of the Principal Domestic
Manufacturing Property so leased at the time of entering into such
arrangement (as determined by any two of the following: the Chairman of
the Board of the Company, its President, any Executive Vice President of
the Company, any Vice President of the Company, its Treasurer and its
Controller) to the retirement of Funded Debt of the Company; provided,
however, that the amount to be applied to the retirement of Funded Debt of
the Company shall be reduced by (a) the principal amount of any Securities
delivered within 120 days after such sale to the Trustee for retirement
and cancellation and (b) the principal amount of Funded Debt, other than
Securities, voluntarily retired by the Company within 120 days after such
sale. Notwithstanding the foregoing, no retirement referred to in this
clause (2) may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory prepayment provision.

SECTION 10.06. Statement by Officers as to Default. The Company will
deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year of the Company ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his knowledge of the Company's compliance
with all conditions and covenants hereof, and, if the Company shall be in
default, specifying all such defaults and the nature thereof of which he may
have knowledge. For purposes of this Section 10.06 such compliance shall be
determined without regard to any period of grace or requirement of notice
hereunder.

SECTION 10.07. Further Instruments and Acts. The Company will, upon
request of the Trustee, execute and deliver such further instruments and do
such further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01. Applicability of Article. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

SECTION 11.02. Election to Redeem; Notice to Trustee. The right of
the Company to elect to redeem any Securities of any series shall be set forth
in the terms of such Securities of such series established in accordance with
Section 3.01. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed
and shall deliver to the Trustee such documentation and records as shall enable
the Trustee to select the Securities to be redeemed pursuant to Section 11.03.
In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 11.03. Selection by Trustee of Securities to be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as may be specified by the
terms of such Securities or, if no such method is so specified, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Securities of
such series; provided, however, that no such partial redemption shall reduce
the portion of the principal amount of such Security not redeemed to less than
the minimum authorized denomination for Securities of that series.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.04. Notice of Redemption. Notice of redemption shall be
given by the Company or, at the Company's request, by the Trustee to the
Holders of the Securities to be redeemed, by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the case.

SECTION 11.05. Deposit of Redemption Price. On or before any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

SECTION 11.06. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of

any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon
surrender therefor, the Redemption Price shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security.

SECTION 11.07. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to, the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

REPAYMENT AT OPTION OF HOLDERS

SECTION 12.01. Applicability of Article. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

SECTION 12.02. Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest thereon
accrued to the Repayment Date specified in the terms of such Securities. The
Company covenants that on or before the Repayment Date the Company will deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an
amount of money sufficient to pay the principal (or, if so provided by the
terms of the Securities of any series, a percentage of the principal) of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued
interest, if any, on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.

SECTION 12.03. Exercise of Option. Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the
"Option to Elect Repayment" form on the reverse of such Security duly completed
by the Holder, must be received by the Company at the Place of Payment therefor
specified in the terms of such Security (or at such other place or places of
which the Company shall from time to time notify the Holders of such
Securities) not earlier than 30 days nor later than 15 days prior to the
Repayment Date. If less than the entire principal amount of such Security is
to be repaid in accordance with the terms of such Security, the principal
amount of such Security to be repaid, in increments of $1,000 unless otherwise
specified in the terms of such Security, and the denomination or denominations
of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid must be
specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

SECTION 12.04. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) interest on such Securities or the
portions thereof, as the case may be, shall cease to accrue.

SECTION 12.05. Securities Repaid in Part. Upon surrender of any
Security which is to be repaid in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Security or Securities
of the same series, of any authorized denomination specified by the Holder, in
an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

ARTICLE THIRTEEN

SINKING FUNDS

SECTION 13.01. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 13.02. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.
The Company may (1) deliver to the Trustee Outstanding Securities of a series
(other than any previously called for redemption) theretofore purchased or
otherwise acquired by the Company and (2) receive credit for Securities of a
series which have been previously delivered to the Trustee by the Company or
for Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of the same series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Series, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 13.03. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 13.02 (which Securities will, if not previously delivered, accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if

any, on or before the next succeeding sinking fund payment date. In the case
of the failure of the Company to deliver such certificate, the sinking fund
payment due on the next succeeding sinking fund payment date for that series
shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Securities subject to a mandatory sinking fund payment without
the option to deliver or credit Securities as provided in Section 13.02 and
without the right to make any optional sinking fund payment, if any, with
respect to such series.

Not more than 60 days before each such sinking fund payment date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

Prior to any sinking fund payment date, the Company shall pay to the
Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 13.03.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 14.01. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, defeasance of the
Securities of a series under Section 14.02, or covenant defeasance of a series
under Section 14.03 shall be made in accordance with the terms of such
Securities and in accordance with this Article.

SECTION 14.02. Defeasance and Discharge. Upon the Company's exercise
of the above option applicable to this Section, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series on the date the conditions set forth below are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
14.05 and the other Sections of this Indenture referred to in (A) and (B)
below, and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive

until otherwise terminated or discharged hereunder: (A) the rights of Holders
of Outstanding Securities of such series to receive, solely from the trust fund
described in Section 14.04 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 2.05, 3.05, 3.06,
10.02 and 10.03, (C) the rights, powers, trusts, duties, and immunities of the
Trustee hereunder and (D) this Article Fourteen. Subject to compliance with
this Article Fourteen, the Company may exercise its option under this Section
14.02 notwithstanding the prior exercise of its option under Section 14.03 with
respect to the Securities of such series.

SECTION 14.03. Covenant Defeasance. Upon the Company's exercise of
the above option applicable to this Section, the Company shall be released from
its obligations under Sections 8.03, 10.04 and 10.05, and, if specified
pursuant to Section 3.01, the Company shall be released from its obligations
under any other covenant, with respect to the Outstanding Securities of such
series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Section 8.03, 10.04 or 10.05, or such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Outstanding Securities of such series, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of any reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under subsection 5.01(4) or subsection 5.01(7) of this Indenture, as
the case may be, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 14.02 or
Section 14.03 to the Outstanding Securities of such series:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.07 who shall agree to comply with the provisions of this
Article Fourteen applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities,
(A) money in an amount, or (B) U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before
the due date of

any payment, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of
(and premium, if any) and interest, if any, on the Outstanding Securities
of such series on the Stated Maturity of such principal or installments of
principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to the Outstanding Securities of such series
on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities. For this purpose,
"U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its
full faith and credit is pledged or (y) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which,
in either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such U.S. Government Obligation or a
specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt.

(2) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such
deposit or, insofar as subsections 5.01(5) and (6) are concerned, at any
time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

(3) Such defeasance or covenant defeasance shall not cause the
Trustee for the Securities of such series to have a conflicting interest
as defined in the Trust Indenture Act with respect to any securities of
the Company.

(4) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company is a party
or by which it is bound.

(5) In the case of an election under Section 14.02, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of the first issuance by
the Company of Securities pursuant to this instrument, there has been a
change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

(6) In the case of an election under Section 14.03, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.

(7) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

(8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section
14.02 or the covenant defeasance under Section 14.03 (as the case may be)
have been complied with.

SECTION 14.05. Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
the last paragraph of Section 10.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to Section
14.04 in respect of the Outstanding Securities of such series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited

pursuant to Section 14.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company, from time to time upon Company
Request, any money or U.S. Government Obligations held by it as provided in
Section 14.04 which, in the opinion of a nationally recognized firm of
independent public accountants certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent "defeasance" or "covenant defeasance".

SECTION 14.06. Reinstatement. If the Trustee is unable to apply any
money or U.S. Government Obligations in accordance with Section 14.05 with
respect to the Securities of any series by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company under this Indenture and such Securities shall be
revived and reinstated as though no deposit had occurred with respect to the
Securities of such series pursuant to Section 14.04 until such time as the
Trustee is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 14.05.

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
DIRECTORS AND EMPLOYEES

SECTION 15.01. Exemption from Individual Liability. No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of
any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer, director or
employee, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations of the
Company, and that no such personal liability whatever shall attach to, or is or
shall be incurred by, the incorporators, stockholders, officers, directors or
employees, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and
all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer, director or

employee, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

SECTION 16.01. Successors and Assigns of Company Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company shall bind its respective successors
and assigns, whether so expressed or not.

SECTION 16.02. Acts of Board, Committee or Officer of Successor
Corporation Valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

SECTION 16.03. Required Notices or Demands. Any notice or demand
which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders to or on the Company may, except as
otherwise provided in Section 5.01(4), be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:
to the Company, Ford Motor Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Treasurer. Any notice, direction, request or demand by the
Company or by any Holder to or upon the Trustee may be given or made, for all
purposes, by being deposited postage prepaid in a post office letter box in the
United States addressed to the Corporate Trust Office of the Trustee. Any
notice required or permitted to be mailed to a Holder by the Company or the
Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Security Register. In any case, where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders

shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impractical to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice.

SECTION 16.04. Indenture and Securities to be Construed in Accordance
with the Laws of the State of New York. This Indenture and each Security shall
be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws
of said State.

SECTION 16.05. Indenture May be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall
be an original, but all of which shall together constitute one and the same
instrument.

THE BANK OF NEW YORK hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this Indenture to be
duly signed and acknowledged by its Chairman of the Board or its President or
an Executive Vice President or a Vice President or its Treasurer or its
Assistant Treasurer or its Secretary or its Assistant Secretary thereunto duly
authorized, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK
has caused this Indenture to be duly signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be attested by one of
its Assistant Treasurers.

FORD MOTOR COMPANY

By /s/ ▇.▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Vice President -
Finance and Treasurer

Attest: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
-----------------------

THE BANK OF NEW YORK

By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------

STATE OF MICHIGAN )
) ss.:
COUNTY OF ▇▇▇▇▇ )

On this 17th day of November, 1992, before me personally came
▇.▇. ▇▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say at
Dearborn, Michigan, that he is Vice President - Finance and Treasurer of FORD
MOTOR COMPANY, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------

▇▇

▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK )

On this 13th day of November, 1992, before me personally came
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and
say that he resides at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, that he is
Vice President of THE BANK OF NEW YORK, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------

FORD MOTOR COMPANY, Issuer and THE BANK OF NEW YORK, Trustee INDENTURE

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