FEDERAL MOGUL CORP, S-3, 1994-07-25

FEDERAL MOGUL CORP
S-3, 1994-07-25
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 25, 1994
Registration No. 33- ______________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

FEDERAL-MOGUL CORPORATION
(Exact name of Registrant as specified in its charter)

Michigan 38-0533580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

26555 Northwestern Highway
Southfield, Michigan 48034
(313) 354-7700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

George N. Bashara, Jr., Esq.
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
(313) 354-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

copies to:

Andrew R. Brownstein, Esq. William J. Williams, Jr., Esq.
Wachtell, Lipton, Rosen & Katz Sullivan & Cromwell
51 West 52nd Street 125 Broad Street
New York, New York 10019 New York, New York 10004
(212) 403-1000 (212) 558-3722

Approximate date of commencement of proposed sale to
public: From time to time as determined by market conditions
after this Registration Statement is declared effective.

If the only securities being registered on this Form are being
offered pursuant to dividend or investment plans, please check the following
box. [ ]

<PAGE> 2
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or reinvestment plans, please check the following box. [X]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to be Price Per Offering Registration
Securities to be Registered Registered Unit(1) Price(1) Fee
--------------------------- ------------ --------- -------- ------------
<S> <C> <C> <C> <C>
Debt Securities (2) 100% $100,000,000 $34,483
Preferred Stock, without
par value
Common Stock, without par
value (3)
Warrants
Depositary Shares (4) (5)
Debt Securities (6) (5)
Preferred Stock, without
par value (7) (5)
Common Stock, without
par value (3)(8) (5)
</TABLE>

(1) Estimated solely for purposes of determining the registration fee.

(2) The aggregate initial offering price of all Securities registered pursuant
to this Registration Statement and offered from time to time will not
exceed $100,000,000, plus the amount set forth in the last paragraph of
this cover page, (or the equivalent thereof in one or more foreign
currencies, currency units or composite currencies, including European
Currency Units) or, in the case of Debt Securities (including Debt
Securities that are denominated or payable in one or more foreign
currencies, currency units or composite currencies, including European
Currency Units, or are denominated with amounts payable in respect of
principal of or any premium or interest on such Debt Securities to be
determined by reference to the value, rate or price of one or more
specified currencies or are issued at an original issue discount), such
principal amount as shall result in an aggregate initial offering price
equivalent to not more than $100,000,000, plus the amount set forth in the
last paragraph of this cover page. Any securities registered hereunder
may be sold separately or as units with other securities registered
hereunder.

(3) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced separately
from the Common Stock.

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<PAGE> 3
(4) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement. In
the event the Registrant elects to offer to the public fractional
interests in shares of the Preferred Stock registered hereunder, or
in the event fractional interests in shares of Preferred Stock are
issued upon conversion of Debt Securities or exercise of Warrants
registered hereunder, shares of Preferred Stock will be issued to the
Depositary under the Deposit Agreement and Depositary Receipts will
be distributed to those persons acquiring such fractional interests.

(5) No separate consideration will be received for (i) the Depositary Shares,
(ii) the Debt Securities issuable upon conversion of other Debt Securities
or Preferred Stock, (iii) the Preferred Stock issuable upon conversion of
Debt Securities, or (iv) the Common Stock issuable upon conversion of, or
in exchange for, Debt Securities or Preferred Stock.

(6) Such indeterminate amount of Debt Securities as may be issued upon
conversion of other Debt Securities or Preferred Stock.

(7) Such indeterminate amount of Preferred Stock as may be issued upon
conversion of Debt Securities.

(8) Such indeterminate number of shares of Common Stock as may be issued
upon conversion of, or in exchange for, Debt Securities or Preferred Stock.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus which is part of this Registration Statement is a combined
prospectus and includes all the information currently required in a prospectus
relating to the securities covered by Registration Statement 33-51265
previously filed by the Registrant. Under Registration Statement 33-51265,
$300,000,000 of the Registrant's securities was registered, of which
$102,343,750 remains unissued and may be issued under the combined
prospectus.

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<PAGE> 4
[PRELIMINARY PROSPECTUS LEGEND]

Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of any offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities Laws
of any such State.

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<PAGE> 5
PROSPECTUS

FEDERAL-MOGUL CORPORATION

DEBT SECURITIES, PREFERRED STOCK,
COMMON STOCK AND WARRANTS

Federal-Mogul Corporation ("Federal-Mogul" or the "Company") may from
time to time offer, together or separately, its (i) debt securities ("Debt
Securities"), which may be either senior debt securities ("Senior Debt
Securities") or subordinated debt securities ("Subordinated Debt Securities"),
consisting of debentures, notes and/or other unsecured evidences of
indebtedness in one or more series; (ii) shares of its Preferred Stock
("Preferred Stock"), which may be issued in the form of depositary shares
evidenced by Depositary Receipts ("Depositary Shares"); (iii) shares of its
Common Stock, with out par value (the "Common Stock"); and (iv) warrants to
purchase securities of the Company as shall be designated by the Company at the
time of the offering (the "Warrants") in amounts, at prices and on terms to be
determined at the time of the offering. The Debt Securities, Preferred Stock,
Depositary Shares, Common Stock and Warrants are collectively called the
"Securities."

The Securities offered pursuant to this Prospectus may be issued in
one or more series or issuances at an aggregate initial offering price not to
exceed $202,343,750 (or the equivalent thereof in one or more foreign
currencies or currency units or, in the case of any Debt Securities (including
Debt Securities that are denominated or payable in one or more foreign
currencies or currency units or are denominated with amounts payable in respect
of principal of or any premium or interest on such Debt Securities to be
determined by reference to the value, rate or price or one or more specified
currencies or are issued at an original discount)), such principal amount
as shall result in an aggregate initial offering price equivalent to not more
than $202,343,750.

The Senior Debt Securities when issued will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company, and the
Subordinated Debt Securities when issued will be subordinated as described in
the accompanying Prospectus Supplement (the "Prospectus Supplement"). Certain
specific terms of the particular Securities in respect of which this Prospectus
is being delivered are set forth in the Prospectus Supplement, including, where
applicable, (i) in the case of Debt Securities, the title, aggregate principal
amount, denominations, maturity, any interest rate (which may be fixed or
variable) and time of payment of any interest, any terms for redemption at the
option of the Company or the holder, any

<PAGE> 6

terms for sinking fund payments, any terms for conversion into or exchange for
other securities, currency or currencies of denomination and payment, if other
than U.S. dollars, any listing on a securities exchange and any other terms in
connection with the offering and sale of the Debt Securities in respect of
which this Prospectus is delivered, as well as the initial public offering
price; (ii) in the case of Preferred Stock, the specific title, the aggregate
amount, any dividend (including the method of calculating payment of
dividends), liquidation, redemption, voting and other rights, any terms for
any conversion into or exchange for other Securities, any listing on a
securities exchange, the initial public offering price and any other terms;
(iii) in the case of Common Stock, the number of shares of Common Stock and
the terms of offering thereof; and (iv) in the case of Warrants, the
designation and number, the exercise price, any listing of the Warrants or the
underlying Securities on a securities exchange and any other terms in
connection with the offering, sale and exercise of the Warrants.

The Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to the Securities covered by the Prospectus Supplement. This
Prospectus may not be used to consummate the sale of Securities unless
accompanied by a Prospectus Supplement.

The Company's Common Stock is listed on the New York Stock Exchange
under the trading symbol "FMO." Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on such exchange, subject to official notice of
issuance.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Securities will be sold directly, through agents, underwriters or
dealers as designated from time to time, or through a combination of such
methods. If agents of the Company or any dealers or underwriters are involved
in the sale of the Securities in respect of which this Prospectus is being
delivered, the names of such agents, dealers or underwriters and any applicable
commissions or discounts are set forth in or may be calculated from the
Prospectus Supplement with respect to such Securities.

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<PAGE> 7

The date of this Prospectus is July __, 1994.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE
HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR
THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY
ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS OR PROSPECTUS SUPPLEMENT
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):

(i) an Annual Report on Form 10-K for the year ended
December 31, 1993;

(ii) a Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1994 dated May 13, 1994;

(iii) a Current Report on Form 8-K dated February 8, 1994;

(iv) a Current Report on Form 8-K/A dated February 11, 1994
amending a Current Report on Form 8-K dated November 10, 1993; and

(v) a Current Report on Form 8-K dated July 25, 1994;

which are hereby incorporated by reference in and made a part of this
Prospectus.

All documents hereafter filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in and to be a
part of this Prospectus from the date of filing of such documents. Any
statement contained in a document incorporated by reference or deemed to be
incorporated herein shall be deemed

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<PAGE> 8
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING
EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
DIRECTED TO: GEORGE N. BASHARA, JR., SECRETARY, FEDERAL-MOGUL CORPORATION,
26555 NORTHWESTERN HIGHWAY, SOUTHFIELD, MICHIGAN 48034 (TELEPHONE:
(313) 354-7700).

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and
other information may be inspected and copies may be obtained at the principal
office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such materials can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and
other information concerning the Company can also be inspected at the offices
of the New York Stock Exchange, Inc. ("NYSE"), 20 Broad Street, New York, New
York 10005; and the Pacific Stock Exchange, Inc., 618 South Spring Street, Los
Angeles, California 90014, and 301 Pine Street, San Francisco, California
94104.

Federal-Mogul has filed with the Commission a Registration Statement
(herein, together with all amendments thereto, called the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered hereby. This Prospectus does
not contain all of the information included in the Registration Statement and
the exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document referred to herein and filed
as an exhibit to the Registration Statement are not necessarily complete, and,

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<PAGE> 9
in each instance, reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. For further
information with respect to Federal-Mogul and the Securities, reference is
hereby made to the Registration Statement and the exhibits and schedules
thereto.

THE COMPANY

Federal-Mogul is a global distributor and manufacturer of a broad range
of precision parts, primarily vehicular components for automobiles, light
trucks, heavy duty trucks and farm and construction vehicles and industrial
products. Through the Company's worldwide distribution network, Federal-Mogul
sells replacement parts in the vehicular aftermarket (the "Aftermarket") to
independent warehouse distributors, local parts suppliers and retail parts
stores. The Company also sells parts to original equipment ("OE")
manufacturers, principally the major automotive manufacturers in the United
States and Europe.

For the six months ended June 30, 1994, the Company's net sales were
$935.1 million.

The Company was incorporated in 1924 under Michigan law to carry on a
business begun in 1900. The Company's executive offices are located at 26555
Northwestern Highway, Southfield, Michigan 48034, telephone number (313)
354-7700.

USE OF PROCEEDS

Except as otherwise described in the accompanying Prospectus Supplement
or any Pricing Supplement, the net proceeds from the sale of Securities will be
used for general corporate purposes, which may include refinancings of
indebtedness, including amounts outstanding under the Company's Revolving
Credit and Competitive Advance Facility Agreement dated June 30, 1994, working
capital, capital expenditures and acquisitions.

RECENT DEVELOPMENTS

In October 1993, the Company acquired from SPX Corporation ("SPX") its
Sealed Power Replacement division ("SPR"),

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<PAGE> 10
SPX's U.S. and Canadian automotive aftermarket operations (the
"Acquisition"), for approximately $137 million. See "Selected Financial Data
for SPR" and "Selected Pro Forma Combined Condensed Financial Data." These
operations distribute engine and chassis components to the North American
aftermarket. The Company also completed a long-term trademark agreement under
which the Company has become the exclusive distributor of engine and chassis
parts sold under the Sealed Power and Speed-Pro brand names in the United
States and Canada. The Company acquired the non-exclusive right to use these
trademarks throughout the rest of the world. The Company also entered into a
non-competition agreement for a period of seven years. The Acquisition
furthered the Company's strategy of emphasizing Aftermarket product sales and
the development of this aspect of the business.

SPR distributes a full line of chassis parts (15% of 1992 sales) and
engine parts (83% of 1992 sales) to the automotive Aftermarket to over 2,500
wholesale and retail distribution outlets. Net sales in 1992 were $163.2
million.

The Company believes that the Acquisition will (i) allow the Company to
broaden its customer base, (ii) increase the Company's product offerings in the
Aftermarket business, particularly in the case of heavy truck, agricultural and
construction parts, and (iii) allow the Company to realize substantial cost
savings through the consolidation of the distribution system of the two
companies.

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<PAGE> 11
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Ratio of Earnings to Fixed Charges:(A)
<TABLE>
<CAPTION>

Pro Forma
Six Months Ended Year Ended Years Ended December 31,
June 30, 1994 December 31, 1993(B) 1993 1992 1991 1990 1989
------------------ -------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
5.12 2.79 2.64 1.26 (c) 1.34 4.08
</TABLE>

Ratio of Earnings to Combined Fixed Charges and Preferred Dividends(A):

<TABLE>
<CAPTION>
Pro Forma
Six Months Ended Year Ended Years Ended December 31,
June 30, 1994 December 31, 1993(B) 1993 1992 1991 1990 1989
------------------ -------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
3.70 2.35 2.18 1.21 (c) 1.28 3.52
</TABLE>

The ratio of earnings to fixed charges has been computed by
dividing earnings by fixed charges. The ratio of earnings to fixed charges and
preferred stock dividends has been computed by dividing earnings by the sum of
fixed charges and preferred stock dividend requirements. Earnings consist of
income before income taxes plus fixed charges excluding capitalized interest.
Fixed charges consist of interest on all indebtedness, amortization of debt
issuance costs and the portion of rental expense representative of interest.

(A) The Company guarantees the debt of the Federal-Mogul Employee
Stock Ownership Plan ("ESOP"); the fixed charges of the ESOP are not
included in the above calculations.

(B) Gives effect to the Acquisition as if it occurred at the beginning of the
period presented.

(C) As a result of a special charge of $25.0 million, earnings in 1991
were $15.2 million, which were less than 1991 fixed charges of $33.8
million. Including preferred dividend requirements, earnings in 1991
were $20.0 million, which were less than 1991 fixed charges of $38.6
million.

7
<PAGE> 12
DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may not
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.

The Senior Debt Securities are to be issued under an Indenture (the
"Senior Indenture"), to be entered into between the Company and Continental
Bank, as trustee. The Subordinated Debt Securities are to be issued under a
separate Indenture (the "Subordinated Indenture"), to be entered into between
the Company and Continental Bank, as trustee. The Senior Indenture and the
Subordinated Indenture are sometimes referred to collectively as the
"Indentures." Copies of the Senior Indenture and the Subordinated Indenture
have been filed as exhibits to the Registration Statement. Continental Bank,
as trustee under the Senior Indenture or the Subordinated Indenture, as
applicable, is referred to herein as the "Applicable Trustee."

The following summaries of certain provisions of the Senior Debt
Securities, the Subordinated Debt Securities and the Indentures do not purport
to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture applicable to a particular
series of Debt Securities (the "Applicable Indenture"), including the
definitions therein of certain terms. Wherever particular Sections, Articles
or defined terms of the Indentures are referred to, it is intended that such
Sections, Articles or defined terms shall be incorporated by reference herein.
Section and Article references used herein are references to the Applicable
Indenture. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Applicable Indenture.

GENERAL

The Indentures do not limit the aggregate principal amount of Debt
Securities that may be issued thereunder, and each Indenture provides that Debt
Securities may be issued thereunder from time to time in one or more series.
Unless otherwise specified in the Prospectus Supplement, the Senior Debt
Securities when issued will be unsecured and unsubordinated obligations of the
Company and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of the Company. The Subordinated Debt Securities
when issued will be subordinated in right of payment to the prior payment

8
<PAGE> 13
in full of all Senior Indebtedness (as defined in the Subordinated
Indenture) of the Company as described in the Prospectus Supplement applicable
to the offering of Subordinated Debt Securities.

Reference is made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for a description of the
following terms or additional provisions of the Debt Securities:

(1) the title of the Debt Securities;

(2) whether the Debt Securities are Senior Debt Securities or
Subordinated Debt Securities;

(3) any limit on the aggregate principal amount of the Debt Securities
of the series of which they are a part;

(4) the Person to whom any interest on a Debt Security of such series
will be payable, if other than the Person in whose name that Debt
Security is registered at the close of business on the Regular Record
Date for such interest;

(5) the date or dates on which the principal of the Debt Securities
will be payable;

(6) the rate or rates at which the Debt Securities will bear interest,
if any;

(7) the date or dates from which any such interest will accrue and
the dates on which any such interest will be payable and the
record dates for such interest payments;

(8) the place or places where the principal of and any premium and
interest on the Debt Securities will be payable;

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

(10) the obligation, if any, of the Company to redeem or purchase the
Debt Securities pursuant to any sinking fund or analogous provision or
at the option of the Holder thereof, and the period or periods within
which, the price or prices at which, and the terms and conditions

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<PAGE> 14
on which the Debt Securities will be redeemed or purchased, in whole
or in part, pursuant to such obligation;

(11) the terms and conditions, if any, pursuant to which such
Debt Securities are convertible into or exchangeable for a security or
securities of the Company;

(12) the denominations in which the Debt Securities will be issuable,
if other than denominations of $1,000 and any integral multiple thereof;

(13) if the amount of principal of or any premium or interest on any
Debt Securities may be determined with reference to an index or pursuant
to a formula, the manner in which such amounts will be determined;

(14) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any
premium or interest on any of the Debt Securities will be payable (and the
manner in which the equivalent thereof in the currency of the United
States of America is to be determined for any purpose, including for the
purpose of determining the principal amount deemed to be Outstanding at
any time);

(15) if the principal of or any premium or interest on the Debt
Securities is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than those in
which the Debt Securities are stated to be payable, the currency,
currencies or currency units in which payment of any such amount as to
which such election is made will be payable, the periods within which and
the terms and conditions upon which such election is to be made and the
amount so payable (or the manner in which such amount is to be determined);

(16) if other than the entire principal amount thereof, the portion
of the principal amount of any of the Debt Securities which will be payable
upon declaration of acceleration of the Maturity thereof;

(17) if the principal amount payable at the Stated Maturity of any of
the Debt Securities will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any Maturity
other than the Stated Maturity or which will be deemed to be Outstanding
as of any such

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<PAGE> 15

date (or, in any such case, the manner in which such deemed
principal amount is to be determined);

(18) if applicable, that the Debt Securities, in whole or any
specified part, are defeasible pursuant to the provisions of the
Applicable Indenture described under "Defeasance and Covenant Defeasance";

(19) whether any of the Securities will be issuable in whole or in
part in the form of one or more Global Securities and, if so, the
respective Depositaries for such Global Securities, the form of any legend
or legends to be borne by any such Global Security in addition to or in
lieu of the legend referred to under "Form, Exchange and Transfer --
Global Securities" and, if different from those described under such
caption, any circumstances under which any such Global Security may be
exchanged in whole or in part for Debt Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in
the names of Persons other than the Depositary for such Global Security or
its nominee;

(20) any addition to or change in the Events of Default applicable to
any of the Debt Securities and any change in the right of the Applicable
Trustee or the Holders to declare the principal amount of any of the Debt
Securities due and payable;

(21) any addition to or change in the covenants in the Applicable
Indenture;

(22) if the Debt Securities are Subordinated Debt Securities, the
subordination provisions and the definition of Senior Indebtedness which
will be applicable to such Subordinated Debt Securities; and

(23) any other terms of the Debt Securities not inconsistent with the
provisions of the Applicable Indenture. (Sections 301 and 901)

Debt Securities may be issued as Original Issue Discount Securities to
be sold at a substantial discount below their principal amount. Certain
special United States federal income tax considerations applicable to Debt
Securities sold at an original issue discount will be described in the
Prospectus Supplement relating thereto. In addition, certain special United
States federal income tax or other considerations applicable to any Debt
Securities which are denominated in a currency or currency unit other than
United States dollars may be

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<PAGE> 16

described in the applicable Prospectus Supplement relating
thereto.

Unless otherwise provided in the Prospectus Supplement relating
thereto, principal of and any premium and interest on the Debt Securities will
be payable, and transfers thereof will be registrable, at the office or agency
of the Trustee in the Borough of Manhattan, The City of New York, except that,
at the option of the Company, interest may be paid by mailing a check to the
address of the Person entitled thereto as it appears in the Security Register.
(Sections 202, 305 and 1002)

Unless otherwise set forth in the applicable Prospectus Supplement,
neither the Indentures nor the Debt Securities will contain provisions that
would afford the Debt Securities protection in the event of a takeover,
recapitalization or similar restructuring involving the Company which could
adversely affect the Debt Securities.

FORM, EXCHANGE AND TRANSFER

Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Debt Securities will be issued only in fully registered form,
without coupons, and in denominations of $1,000 and integral multiples thereof.
(Section 302) No service charge will be made for any registration of transfer
or exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305) The Indentures also provide that the Debt Securities
of any series, if so specified with respect to a particular series, may be
issued in permanent global form. See "Global Debt Securities."

At the option of the Holder, subject to the terms of the Applicable
Indenture and the limitations applicable to Global Securities, Debt Securities
of each series will be exchangeable for other Debt Securities of the same
series of any authorized denomination and of a like tenor and aggregate
principal amount. (Section 305)

Subject to the terms of the Applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by the Company for
such purpose. No service charge will be made for any registration of transfer
or exchange of Debt Securities, but the Company may require payment of a sum

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sufficient to cover any tax or other governmental charge payable in
connection therewith. Such transfer or exchange will be effected upon the
Security Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. The
Company has appointed the Trustee as Security Registrar. Any transfer agent
(in addition to the Security Registrar) initially designated by the Company for
any Debt Securities will be named in the applicable Prospectus Supplement.
(Section 305) The Company may at any time designate additional transfer agents
or rescind the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for the Debt
Securities of each series. (Section 1002)

If the Debt Securities of any series (or of any series and specified
terms) are to be redeemed in part, the Company will not be required to (i)
issue, register the transfer of or exchange any Debt Security of that series
(or of that series and specified terms, as the case may be) during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of any such Debt Security that may be selected for
redemption and ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any Debt Security so selected for
redemption, in whole or in part, except the unredeemed portion of any such
Debt Security being redeemed in part. (Section 305)

SUBORDINATION

The Subordinated Debt Securities will be subordinated and junior in
right of payment, to the extent set forth in the applicable Prospectus
Supplement, to all "Senior Indebtedness" of the Company as defined in the
applicable Prospectus Supplement.

CERTAIN COVENANTS OF THE COMPANY

The following restrictions apply to each series of Debt Securities
unless the terms of such series of Debt Securities provide otherwise.

Limitation on Liens. The Indentures contain a covenant providing that
so long as Debt Securities of any series entitled by their terms to the
benefits of such covenant shall be Outstanding, the Company will not create or
assume, and will not permit any Restricted Subsidiary to create or assume, any
notes, bonds, debentures or other similar evidences of Indebtedness secured by
any mortgage, pledge, security interest or

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lien (any such mortgage, pledge, security interest or lien being
hereinafter referred to as a "Mortgage" or "Mortgages") of or upon any
Principal Property owned by the Company or by any Restricted Subsidiary or on
shares of capital stock or evidence of Indebtedness of any Restricted
Subsidiary, whether owned at the date of the Applicable Indenture or thereafter
acquired, without making effective provision, and the Company in such case will
make or cause to be made effective provision, whereby all Debt Securities of
each series to which such covenant applies (together with, if the Company shall
so determine, any other Indebtedness of the Company or such Restricted
Subsidiary, whether then existing or thereafter created which is not
subordinated to such Debt Securities) shall be secured by such a Mortgage
equally and ratably with (or prior to) any and all other Indebtedness thereby
secured, provided, however, that the foregoing shall not apply to any of the
following:

(1) Mortgages on any Principal Property, shares of stock or
Indebtedness of any corporation existing at the time such corporation becomes a
Subsidiary;

(2) Mortgages on any Principal Property, shares of stock or
Indebtedness acquired, constructed or improved by the Company or any Restricted
Subsidiary after the date of the Applicable Indenture which are created or
assumed prior to, or contemporaneously with, such acquisition, construction or
improvement or within 365 days after the acquisition, completion of
construction or improvement or commencement of commercial operation of such
property, to secure or provide for the payment of all or any part of the
purchase price or the cost of such construction or improvement thereof, or, in
addition to Mortgages contemplated by clause (3) below, Mortgages on any
Principal Property, shares of stock or Indebtedness existing at the time of
acquisition thereof (including acquisition through merger or consolidation)
existing at the time of acquisition thereof;

(3) Mortgages on any Principal Property or shares of stock or
Indebtedness acquired from a corporation which is merged with or into the
Company or a Restricted Subsidiary;

(4) Mortgages on any Principal Property, shares of stock or
Indebtedness to secure Indebtedness to the Company or to a Restricted
Subsidiary;

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of the United States of America or any State thereof or The Commonwealth of
Puerto Rico, to secure partial, progress, advance or other payments, or to
secure any Indebtedness incurred for the purpose of financing all or any part
of the cost of acquiring, constructing or improving the Principal Property,
shares of stock or Indebtedness subject to such Mortgages (including Mortgages
incurred in connection with pollution control, industrial revenue, Title XI
maritime financings or similar financings), or other Mortgages in connection
with the issuance of tax-exempt industrial revenue bonds;

(6) Mortgages existing as of the date of the Applicable Indenture;

(7) Mortgages for taxes, assessments or other government charges, the
validity of which is being contested in good faith by appropriate proceedings
and materialmen's, mechanics' and other like Mortgages, or deposits to obtain
the release of such Mortgages;

(8) Mortgages created or deposits made to secure the payment of
workers' compensation claims or the performance of, or in connection with,
tenders, bids, leases, public or statutory obligations, surety and appeal
bonds, contracts, performance and return-of-money bonds or to secure (or in
lieu of) surety or appeal bonds and Mortgages made in the ordinary course of
business for similar purposes; and

(9) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Mortgage referred to in
the foregoing clauses (1) to (8), inclusive; provided, however, that such
extension, renewal or replacement shall be limited to all or a part of the
property, shares of stock or Indebtedness which secured the Mortgage so
extended, renewed or replaced (plus improvements on such property).

Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may create or assume Mortgages in addition to those permitted by the
immediately preceding paragraph, and renew, extend or create such Mortgages,
provided, that at the time of such creation, assumption, renewal or
replacement, and after giving effect thereto, the aggregate amount of all
Indebtedness so secured by such a Mortgage as provided above (not including
Indebtedness excluded as provided in clauses (1) through (9) of the immediately
preceding paragraph), plus all Attributable Debt of the Company and its
Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (as
defined below) which would

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<PAGE> 20

not be permitted by either clause (1) or (2) of the first paragraph
under "Limitation on Sale and Lease-Back" below, would not exceed 20% of
Consolidated Assets. (Section 1009)

Limitation on Sale and Lease-Back. The Indentures contain a covenant
providing that so long as Debt Securities of any series entitled by their terms
to the benefits of such covenant shall be Outstanding, the Company will not,
nor will it permit any Restricted Subsidiary to, enter into any arrangement
with any Person (other than the Company or any Restricted Subsidiary) providing
for the leasing by the Company or a Restricted Subsidiary of any Principal
Property owned by the Company or such Restricted Subsidiary (except for leases
for a term of not more than three years), which property has been or is to be
sold or transferred by the Company or such Restricted Subsidiary to such person
on the security of such Principal Property more than 365 days after the
acquisition thereof or the completion of construction and commencement of full
operation thereof (herein referred to as a "Sale and Lease-Back Transaction"),
unless either (1) the Company or such Restricted Subsidiary would be entitled
pursuant to such covenant to incur Indebtedness secured by a Mortgage on the
Principal Property to be leased back equal in amount to the Attributable Debt
with respect to such Sale and Lease-Back Transaction without equally and
ratably securing the Debt Securities of such series, or (2) the Company shall,
and in any such case the Company covenants that it will, apply or cause to be
applied an amount equal to the greater of the net proceeds or the fair value
(as determined by the Board of Directors) of the property so sold to the
purchase of Principal Property or to the retirement (other than any mandatory
retirement), within 365 days of the effective date of any such Sale and
Lease-Back Transaction, of Debt Securities or other Funded Indebtedness;
provided, however, that any such retirement of Debt Securities shall be made in
accordance with the Applicable Indenture; and provided, further, that the
amount to be applied to such retirement of Debt Securities or other Funded
Indebtedness shall be reduced by an amount equal to the sum of (A) an amount
equal to the principal amount of any Debt Securities delivered within 365 days
after the effective date of such Sale and Lease-Back Transaction to the
Applicable Trustee for retirement and cancellation, and (B) the principal
amount of other Funded Indebtedness voluntarily retired by the Company within
such 365-day period, excluding in each case retirements pursuant to mandatory
sinking fund or prepayment provisions and payments at Maturity.

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Notwithstanding the foregoing,

(i) the Company or any Restricted Subsidiary may enter into
Sale and Lease-Back Transactions in addition to any permitted by the
immediately preceding paragraph and without any obligation to retire any
Debt Securities or other Indebtedness; provided, that at the time of
entering into such Sale and Lease-Back Transaction and after giving effect
thereto, Attributable Debt resulting from such Sale and Lease-Back
Transaction, plus the aggregate amount of all Indebtedness secured by a
Mortgage (not including Indebtedness excluded as provided in clauses (1)
through (9) under "-- Limitations on Liens" above), does not exceed 20% of
Consolidated Assets; and

(ii) the Company or any Restricted Subsidiary may, at any time,
enter into a Sale and Lease-Back Transaction with respect to any or all of
the following properties: its plant located in Mooresville, Indiana and
its Precision Forged Products Division manufacturing facilities located in
Gallipolis, Ohio; Plymouth, Michigan and Romulus, Michigan. (Section 1010)

CERTAIN DEFINITIONS

"Attributable Debt", when used in connection with a Sale and
Lease-Back Transaction, shall mean, as of any particular time, the lesser of
(a) the fair value (as determined by the Board of Directors) of the property
subject to such arrangement and (b) the then present value (computed by
discounting at the Composite Rate) of the obligation of a lessee for net rental
payments during the remaining term of any lease in respect of such property
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended). The term "net rental payments" under any
lease for any period shall mean the sum of the rental payments required to be
paid in such period by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges.

"Composite Rate" means, as of any particular time, the rate of
interest, per annum, compounded semiannually, equal to the sum of the rates of
interest borne by each of the Debt Securities Outstanding under the Applicable
Indenture, as specified on the face of each of the Debt Securities, provided,

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that in the case of Debt Securities with variable rates of interest, the
interest rate to be used in calculating the Composite Rate shall be the
interest rate applicable to such Debt Securities at the beginning of the most
recent period for which the interest rate was determined for such Debt
Securities in accordance with the terms thereof and provided, further, that,
in the case of Debt Securities which do not bear interest, the interest rate to
be used in calculating the Composite Rate shall be a rate equal to the yield to
Maturity on such Debt Securities, (calculated at the time of issuance of such
Debt Securities) multiplied, in the case of each of the Debt Securities, by the
percentage of the aggregate principal amount of all of the Debt Securities then
Outstanding represented by such Debt Security.

"Consolidated Assets" means the Company's assets, determined in
accordance with GAAP and consolidated for financial reporting purposes in
accordance with GAAP, such assets to be valued at book value.

"Funded Indebtedness" means all Indebtedness of the Company and its
Restricted Subsidiaries maturing by its terms more than one year after, or
which is renewable or extendable at the option of the Company for a period
ending more than one year after, the date as of which Funded Indebtedness is
being determined.

"GAAP" means such accounting principles as are generally accepted in
the United States at the date of the Applicable Indenture.

"Indebtedness" means, without duplication, (i) all obligations in
respect of borrowed money or for the deferred purchase or acquisition price of
property (including all types of real, personal, tangible, intangible or mixed
property) or services (excluding trade accounts payable, deferred taxes and
accrued liabilities which arise in the ordinary course of business) which are,
in accordance with GAAP, includible as a liability on a balance sheet
consolidated for financial reporting purposes in accordance with GAAP, (ii) all
amounts representing the capitalization of rental obligations in accordance
with GAAP, and (iii) all Contingent Obligations (defined below) with respect to
the foregoing; for purposes of clause (iii), "Contingent Obligation" means, as
to any Person, any obligation of such Person guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations
("primary obligations") of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i)

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to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (a) for the
purchase or payment of any such primary obligation or (b) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase Property,
securities or services primarily for the purpose of assuring the beneficiary of
any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless
the beneficiary of such primary obligation against loss in respect thereof;
provided, however, that the term "Contingent Obligation" shall not include the
endorsement of instruments for deposit or collection in the ordinary course of
business. The term "Contingent Obligation" shall also include the liability
of a general partner in respect of the primary obligations of a partnership in
which it is a general partner. The amount of any Contingent Obligation of a
Person shall be deemed to be an amount equal to the principal amount of the
primary obligation in respect to which such Contingent Obligation is made.

"Principal Property" shall mean the principal manufacturing facilities
owned by the Company or a Restricted Subsidiary located in the United States,
except such as the Board of Directors, in its good faith opinion, reasonably
determines is not significant to the business, financial condition and earnings
of the Company and its consolidated Subsidiaries taken as a whole, as
evidenced by a Board resolution, and except for (i) any and all personal
property including, without limitation, (x) motor vehicles and other rolling
stock, and (y) office furnishings and equipment and information and electronic
data processing equipment, (ii) any property financed through obligations
issued by a state, territory or possession of the United States, or any
political subdivision or instrumentality of the foregoing, or (iii) any real
property held for development or sale.

"Restricted Subsidiary" means any consolidated Subsidiary that owns
any Principal Property.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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EVENTS OF DEFAULT

Unless otherwise specified in the Prospectus Supplement relating to
a particular series of Debt Securities, the following events will constitute
an Event of Default under the Indentures with respect to Debt Securities of any
series: (a) failure to pay principal of or any premium on any Debt Security
of that series when due (in the case of the Subordinated Indenture, whether or
not such payment is prohibited by the subordination provisions); (b) failure
to pay any interest on any Debt Security of that series when due, and such
failure continues for 30 days (in the case of the Subordinated Indenture,
whether or not such payment is prohibited by the subordination provisions); (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series (in the case of the Subordinated Indenture, whether or
not such deposit is prohibited by the subordination provisions); (d) failure to
perform any other covenant of the Company in the Applicable Indenture or such
Debt Security (other than a covenant included in the Applicable Indenture
solely for the benefit of a series other than that series), continued for 60
days after written notice has been given by the Applicable Trustee, or the
Holders of at least 10% in principal amount of the Outstanding Debt Securities
of that series, as provided in the Applicable Indenture; (e) a default under
any bond, debenture, note or other evidence of indebtedness for money borrowed
by the Company (including a default with respect to Securities of any series
other than that series), or under any mortgage, indenture or instrument
(including the Applicable Indenture) under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed by
the Company or any consolidated Subsidiary, whether such indebtedness now exists
or shall hereafter be created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 10 days after there shall have 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 10% in principal amount of the Outstanding Debt
Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled, and stating that such notice is a
"Notice of Default" under the Applicable Indenture; and (f) certain events in
bankruptcy, insolvency or reorganization. (Section 501)

If an Event of Default (other than an Event of Default described in
clause (f) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Applicable Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series by notice as provided in the Applicable Indenture
may declare the principal amount of the Debt Securities of that series (or, in
the case of any Debt Security that is an Original Issue Discount Security or the
principal amount of which is not then determinable, such portion of the
principal amount of such Debt Security, or such other amount in lieu of such
principal amount, as may be specified in the terms of such Debt Security) to be
due and payable immediately. If an Event of Default described in clause (f)
above with respect to the Debt Securities of any series at the time Outstanding
shall occur, the principal amount of all the Debt Securities of that series
(or, in the case of any such Original Issue Discount Security or other Debt
Security, such specified amount) will automatically, and without any action by
the Applicable Trustee or any Holder, become immediately due and payable.
After any such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority

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in aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the non-payment of accelerated principal (or
other specified amount), have been cured or waived as provided in the
Applicable Indenture. (Section 502) For information as to waiver of defaults,
see "Modification and Waiver."

Subject to the provisions of the Applicable Indenture relating to the
duties of the Applicable Trustee in case an Event of Default shall occur and
be continuing, the Applicable Trustee will be under no obligation to exercise
any of its rights or powers under the Applicable Indenture at the request
or direction of any of the Holders, unless such Holders shall have offered to
the Applicable Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Applicable Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities
of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Applicable Trustee or
exercising any trust or power conferred on the Applicable Trustee with respect
to the Debt Securities of that series. (Section 512)

No Holder of a Debt Security of any series will have any right to
institute any proceeding with respect to the Applicable Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless (i) such Holder has previously given to the Applicable Trustee written
notice of a continuing Event of Default with respect to the Debt Securities of
that series, (ii) the Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of that series have made written request, and
such Holder or Holders have offered reasonable indemnity, to the Applicable
Trustee to institute such proceeding as trustee, and (iii) the Applicable
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of that series a direction inconsistent with such request, within
60 days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Debt Security
for the enforcement of payment of the principal of or any premium or interest
on such Debt Security on or after the applicable due date specified in such
Debt Security. (Section 508)

The Company will be required to furnish to the Applicable Trustee
annually a statement by certain of its officers as to whether or not the
Company, to their knowledge, is in

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default in the performance or observance of any of the terms, provisions and
conditions of the Applicable Indenture and, if so, specifying all such known
defaults. (Section 1004)

CONVERSION RIGHTS

The terms on which Debt Securities of any series are convertible into
Common Stock or other securities of the Company will be set forth in the
Prospectus Supplement relating thereto. Such terms will include provisions as
to whether conversion is mandatory or at the option of the Holder thereof and
may include provisions pursuant to which the number of shares of Common Stock
or other securities of the Company to be received by the Holders of Debt
Securities would be subject to adjustment.

GLOBAL DEBT SECURITIES

Some or all of the Debt Securities of any series may be represented,
in whole or in part, by one or more Global Securities which will have an
aggregate principal amount equal to that of the Debt Securities represented
thereby. Each Global Security will be registered in the name of a Depositary
or a nominee thereof identified in the applicable Prospectus Supplement, will
be deposited with such Depositary or nominee or a custodian therefor and will
bear a legend regarding the restrictions on exchanges and registration of
transfer thereof referred to below and any such other matters as may be provided
for pursuant to the Applicable Indenture.

Notwithstanding any provision of the Applicable Indenture or any Debt
Security described herein, no Global Security may be exchanged in whole or in
part for Debt Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or any nominee of such Depositary unless
(i) the Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or has ceased to be qualified
to act as such as required by the Applicable Indenture, (ii) there shall have
occurred and be continuing an Event of Default with respect to the Securities
represented by such Global Security or (iii) there shall exist such
circumstances, if any, in addition to or in lieu of those described above as
may be described in the applicable Prospectus Supplement. All securities issued
in exchange for a Global Security or any portion thereof will be registered in
such names as the Depositary may direct. (Sections 204 and 305)

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As long as the Depositary, or its nominee, is the registered Holder
of a Global Security, the Depositary or such nominee, as the case may be, will
be considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Applicable Indenture. Except in the limited circumstances referred to
above, owners of beneficial interests in a Global Security will not be entitled
to have such Global Security or any Debt Securities represented thereby
registered in their names, will not receive or be entitled to receive physical
delivery of certificated Debt Securities in exchange therefor and will not be
considered to be the owners or Holders of such Global Security or any Debt
Securities represented thereby for any purpose under the Debt Securities or the
Applicable Indenture. All payments of principal of and any premium and
interest on a Global Security will be made to the Depositary or its nominee,
as the case may be, as the Holder thereof. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may impair the ability to transfer
beneficial interests in a Global Security.

Ownership of beneficial interests in a Global Security will be
limited to institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial
interests in a Global Security will be shown only on, and the transfer of those
ownership interests will be effected only through, records maintained by the
Depositary (with respect to participants' interests) or any such participant
(with respect to interests of persons held by such participants on their
behalf). Payments, transfers, exchanges and other matters relating to
beneficial interests in a Global Security may be subject to various policies
and procedures adopted by the Depositary from time to time. None of the
Company, the Applicable Trustee or any agent of the Company or the Applicable
Trustee will have any responsibility or liability for any aspect of the
Depositary's or any participant's records relating to, or for payments made on
account of, beneficial interests in a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial interests.

Secondary trading in notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, beneficial
interests in a Global Security,

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in some cases, may trade in the Depositary's same-day funds settlement system,
in which secondary market trading activity in those beneficial interests would
be required by the Depositary to settle in immediately available funds. There
is no assurance as to the effect, if any, that settlement in immediately
available funds would have on trading activity in such beneficial interests.
Also, settlement for purchases of beneficial interests in a Global Security
upon the original issuance thereof may be required to be made in immediately
available funds.

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in the applicable Prospectus Supplement,
payment of interest on a Debt Security on any Interest Payment Date will be
made to the Person in whose name such Debt Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. (Section 307)

Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Debt Securities of a
particular series will be payable at the office of such Paying Agent or Paying
Agents as the Company may designate for such purpose from time to time, except
that at the option of the Company payment of any interest may be made by check
mailed to the address of the Person entitled thereto as such address appears
in the applicable Security Register. Unless otherwise indicated in the
applicable Prospectus Supplement, the corporate trust office of the Trustee
in The City of New York will be designated as the Company's sole Paying Agent
for payments with respect to Debt Securities of each series. Any other Paying
Agents initially designated by the Company for the Debt Securities of a
particular series will be named in the applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that the Company will be required to maintain a
Paying Agent in each Place of Payment for the Debt Securities of a particular
series. (Section 1002)

All moneys paid by the Company to a Paying Agent for the payment of
the principal of or any premium or interest on any Debt Security which remain
unclaimed at the end of two years after such principal, premium or interest has
become due and payable will be repaid to the Company, and the Holder of such
Debt Security thereafter may look only to the Company for payment thereof.
(Section 1003)

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CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company, without the consent of the Holders of any of the
Outstanding Debt Securities under the Indentures, may consolidate with or
merge into, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person, and may permit any Person to
merge into, or convey, transfer or lease its properties and assets
substantially as an entirety to, the Company, provided (i) that any successor
Person must be a corporation, partnership or trust organized and validly
existing under the laws of any domestic jurisdiction and must assume the
Company's obligations on the Debt Securities and under the Indentures, (ii)
that after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing and (iii) that certain other
conditions are met. Upon any consolidation or merger into any other Person or
any conveyance, transfer or lease of the Company's assets substantially as an
entirety to any Person, the successor Person will succeed to, and be
substituted for, the Company under the Indentures, and the Company, except in
the case of a lease, will be relieved of all obligations and covenants under
the Indentures and the Debt Securities to the extent it was the predecessor
Person. (Article Eight)

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<PAGE> 30
MODIFICATION AND WAIVER

Modifications and amendments of the Senior Indenture and the
Subordinated Indenture may be made by the Company and the Trustee under the
Applicable Indenture only with the consent of the Holders of a majority in
aggregate principal amount of each series of the Outstanding Debt Securities
issued under the Applicable Indenture and affected by such modification or
amendment unless a greater percentage of such aggregate principal amount is
specified in the applicable Prospectus Supplement; provided, however, that no
such modification or amendment may, without the consent of each Holder of such
Debt Security affected thereby, (a) change the Stated Maturity of the
principal of, or any instalment of principal of or interest on, any such Debt
Security, (b) reduce the principal amount of, or any premium or interest on,
any such Debt Security, (c) reduce the amount of principal of an Original
Issue Discount Security or any other Debt Security payable upon acceleration
of the maturity thereof, (d) change the place or currency of payment of
principal of, or any premium or interest on, any such Debt Security, (e)
impair the right to institute suit for the enforcement of any payment on or
with respect to any such Debt Security (f) in the case of the Subordinated
Indenture, modify the subordination provisions in a manner adverse to the
Holders of the Subordinated Debt Securities, (g) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Applicable
Indenture, (h) reduce the percentage in principal amount of outstanding Debt
Securities of any series necessary for waiver of compliance with certain
provisions of the Applicable Indenture or for waiver of certain defaults or
(i) modify such provisions with respect to modification and waiver. (Section
902 of the Indentures and Section 907 of the Subordinated Indenture)

The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by the Company with certain
restrictive provisions of the Applicable Indenture and, if applicable, such
Debt Securities, unless a greater percentage of such aggregate principal amount
is specified in the applicable Prospectus Supplement. (Section 1008) The
Holders of a majority in principal amount of the Outstanding Debt Securities of
any series may waive any past default under the Applicable Indenture, except a
default in the payment of principal, premium or interest and certain covenants
and provisions of the Applicable Indenture and, if applicable, such Debt
Securities which may not be amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)

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<PAGE> 31
OUTSTANDING DEBT SECURITIES

The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the
Applicable Indenture as of any date, (i) the portion of the principal amount of
an Original Issue Discount Security that will be deemed to be Outstanding for
such purpose will be the amount of the principal thereof that would be due and
payable as of such date upon acceleration of the maturity thereof to such date,
(ii) if, as of such date, the principal amount payable at the Stated Maturity
of a Debt Security is not determinable (for example, because it is based on an
index), the principal amount of such Debt Security deemed to be Outstanding as
of such date will be an amount determined in the manner prescribed for such
Debt Security and (iii) the portion of the principal amount of a Debt Security
denominated in one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Debt Security, of the principal
amount of such Debt Security (or, in the case of a Debt Security described in
clause (i) or (ii) above, of the amount described in such clause). Certain
Debt Securities, including those for whose payment or redemption money has been
deposited or set aside in trust for the Holders and those that have been fully
defeased, will not be deemed to be Outstanding. In addition, Debt Securities
owned by the Company or any of its Affiliates will not be deemed to be
Outstanding. (Section 101)

DEFEASANCE AND COVENANT DEFEASANCE

The Indentures provide, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 301 of the Applicable
Indenture (which will be indicated in the Prospectus Supplement relating
thereto), that the Company may elect either (A) to defease and be discharged
from any and all of its obligations with respect to such Debt Securities
(including, in the case of Subordinated Debt Securities, the subordination
provisions which will be described in the applicable Prospectus Supplement and
except for the obligations to exchange or register the transfer of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen
Debt Securities, to maintain an office or agency with respect to the Debt
Securities and to hold moneys for payment in trust) ("defeasance") or (B) to
be released from its obligations with respect to such Debt Securities
concerning certain restrictive covenants (including, in the case of
Subordinated Debt Securities, the subordination provisions which will be
described in

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<PAGE> 32
the applicable Prospectus Supplement) which are subject to covenant defeasance
("covenant defeasance"), and the occurrence of certain Events of Default, which
are described above in clause (d) (with respect to such restrictive covenants)
and clause (e) under "Events of Default" and any that may be described in the
applicable Prospectus Supplement, shall no longer be an Event of Default, in
each case, upon deposit with the Applicable Trustee (or other qualifying
trustee), in trust for such purpose, money or U.S. Government Obligations, or
both (or Foreign Government Obligations (as defined) in the case of Debt
Securities denominated in foreign currencies), which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such Debt Securities.

As a condition to defeasance or covenant defeasance, the Company must
deliver to the Applicable Trustee an Opinion of Counsel (as specified in the
Applicable Indenture) to the effect that Holders of such Debt Securities will
not recognize gain or loss for federal income tax purposes as a result of
such defeasance or 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 defeasance or covenant defeasance had not occurred. The
Company may exercise its defeasance option with respect to such Debt Securities
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its defeasance option, payment of such Debt Securities may
not be accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, payment of such Debt Securities may not be
accelerated by reference to the covenants noted under clause (B) above. In the
event the Company omits to comply with its remaining obligations with respect
to such Debt Securities under the Indentures after exercising its covenant
defeasance option and such Debt Securities are declared due and payable because
of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations (or Foreign Government Obligations in the case of Debt
Securities denominated in foreign currencies) on deposit in the defeasance trust
may be insufficient to pay amounts due on the Debt Securities of such series
at the time of the acceleration resulting from such Event of Default. However,
the Company will remain liable in respect of such payments. (Article Thirteen)

GOVERNING LAW

The Indentures and the Debt Securities will be governed by, and
construed in accordance with, the law of the

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State of New York, without regard to principles of conflicts of laws.
(Section 112)

REGARDING THE TRUSTEE

Continental Bank is the Trustee under the Senior Indenture and the
Subordinated Indenture. The Trustee may be deemed to have a conflicting
interest and may be required to resign as Trustee if at the time of a default
under one of the Indentures it is a creditor of the Company. In addition, the
Trustee will be required to resign as Trustee under one of the Indentures if at
the time of default under one Indenture Debt Securities have been issued under
the other Indenture. The Trustee or its affiliates perform certain commercial
banking services for the Company in the ordinary course of business.

Notices should be directed to 231 South LaSalle Street, Chicago,
Illinois, 60697, Attn: Corporate Trust Division.

DESCRIPTION OF PREFERRED STOCK

The following summary contains a description of certain general terms
of the Company's Preferred Stock to which any Prospectus Supplement may relate.
Certain terms of any series of Preferred Stock offered by any Prospectus
Supplement will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the terms of any series may
differ from the terms set forth below. The description of certain provisions
of the Company's Preferred Stock does not purport to be complete and is subject
to and qualified in its entirety by reference to the provisions of the
Company's Second Restated Articles of Incorporation, as amended (the
"Articles"), and the Certificate of Designation (the "Certificate of
Designation") relating to each particular series of Preferred Stock which will
be filed or incorporated by reference, as the case may be, as an exhibit to the
Registration Statement of which this Prospectus is a part at or prior to the
time of the issuance of such Preferred Stock.

GENERAL

Under the Company's Articles, the Board of Directors of the Company
is authorized, without further stockholder action, to provide for the issuance
of up to 5,000,000 shares of preferred stock (the "Preferred Stock"). The
Preferred Stock may be issued in one or more series, with such designations of
titles; dividend rates; any redemption provisions; special or

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relative rights in the event of liquidation, dissolution, distribution or
winding up of the Company; any sinking fund provisions; any conversion
provisions; any voting rights thereof; and any other preferences, privileges,
powers, rights, qualifications, limitations and restrictions, as shall be set
forth as and when established by the Board of Directors of the Company.
The shares of any series of Preferred Stock will be, when issued, fully paid
and non-assessable and holders thereof will have no preemptive rights in
connection therewith.

The liquidation preference of any series of Preferred Stock is not
necessarily indicative of the price at which shares of such series of Preferred
Stock will actually trade at or after the time of their issuance. The market
price of any series of Preferred Stock can be expected to fluctuate with
changes in market and economic conditions, the financial condition and
prospects of the Company and other factors that generally influence the market
price of securities.

RANK

Any series of Preferred Stock will, with respect to rights on
liquidation, winding up and dissolution, rank (i) senior to all classes of
Common Stock and to all equity securities issued by the Company, the terms of
which specifically provide that such equity securities will rank junior to such
series of Preferred Stock (the "Junior Liquidation Securities"); (ii) on a
parity with all equity securities issued by the Company, the terms of which
specifically provide that such equity securities will rank on a parity with
such series of Preferred Stock ("Parity Liquidation Securities"); and (iii)
junior to all equity securities issued by the Company, the terms of which
specifically provide that such equity securities will rank senior to such
series of Preferred Stock (the "Senior Liquidation Securities"). In addition,
any series of Preferred Stock will, with respect to dividend rights, rank (i)
senior to all equity securities issued by the Company, the terms of which
specifically provide that such equity securities will rank junior to such
series of Preferred Stock and, to the extent provided in the applicable
Certificate of Designation, to Common Stock, (ii) on a parity with all equity
securities issued by the Company, the terms of which specifically provide that
such equity securities will rank on a parity with such series of Preferred
Stock and, to the extent provided in the applicable Certificate of Designation,
to Common Stock ("Parity Dividend Securities") and (iii) junior to all equity
securities issued by the Company, the terms of which specifically provide that
such equity securities will rank senior to such series of Preferred Stock. As
used in any Certificate of Designation for these purposes, the term "equity
securities" will not include

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debt securities convertible into or exchangeable for equity securities.

DIVIDENDS

Holders of each series of Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors of the Company out
of funds legally available therefor, cash dividends at such rates and on such
dates as are set forth in the Prospectus Supplement relating to such series of
Preferred Stock. Dividends will be payable to holders of record of Preferred
Stock as they appear on the books of the Company (or, if applicable, the
records of the Depositary referred to below under "Description of Depositary
Shares") on such record dates as shall be fixed by the Board of Directors.
Dividends on any series of Preferred Stock may be cumulative or non-cumulative.

No full dividends may be declared or paid or funds set apart for the
payment of dividends on any series of Preferred Stock unless dividends shall
have been paid or set apart for such payment on the Parity Dividend Securities.
If full dividends are not so paid, such series of Preferred Stock shall share
dividends pro rata with the Parity Dividend Securities.

CONVERSION AND EXCHANGE

The Prospectus Supplement for any series of Preferred Stock will
state the terms, if any, on which shares of that series are convertible into
shares of another series of Preferred Stock or Common Stock or exchangeable for
another series of Preferred Stock, Common Stock or Debt Securities of the
Company. The Common Stock of the Company is described below under "Description
of Common Stock."

REDEMPTION

A series of Preferred Stock may be redeemable at any time, in whole
or in part, at the option of the Company or the holder thereof and may be
subject to mandatory redemption pursuant to a sinking fund or otherwise upon
terms and at the redemption prices set forth in the Prospectus Supplement
relating to such series.

In the event of partial redemptions of Preferred Stock, whether by
mandatory or optional redemption, the shares to be redeemed will be determined
by lot or pro rata, as may be determined by the Board of Directors of the
Company, or by any other method determined to be equitable by the Board of
Directors.

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<PAGE> 36
On and after a redemption date, unless the Company defaults in the
payment of the redemption price, dividends will cease to accrue on shares of
Preferred Stock called for redemption, and all rights of holders of such shares
will terminate except for the right to receive the redemption price.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, holders of each series of Preferred Stock that ranks senior
to the Junior Liquidation Securities will be entitled to receive out of assets
of the Company available for distribution to shareholders, before any
distribution is made on any Junior Liquidation Securities, including Common
Stock, distributions upon liquidation in the amount set forth in the Prospectus
Supplement relating to such series of Preferred Stock, plus an amount equal to
any accrued and unpaid dividends. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other Parity Liquidation
Securities are not paid in full, the holders of the Preferred Stock of such
series and the Parity Liquidation Securities will share ratably in any such
distribution of assets of the Company in proportion to the full liquidation
preferences to which each is entitled. After payment of the full amount of the
liquidation preference to which they are entitled, the holders of such series
of Preferred Stock will not be entitled to any further participation in any
distribution of assets of the Company.

VOTING RIGHTS

Except as indicated below or in the Prospectus Supplement relating to
a particular series of Preferred Stock or except as expressly required by
applicable law, the holders of shares of Preferred Stock will have no voting
rights.

PREFERRED STOCK OUTSTANDING

As of the date hereof, the Company has issued and outstanding
1,600,000 shares of Series D Convertible Exchangeable Preferred Stock and as of
June 30, 1994, 931,765 shares of Series C ESOP Convertible Preferred Stock.
The shares of each issued and outstanding series are fully paid and
nonassessable. The Company has also authorized the Series B Junior
Participating Cumulative Preferred Stock in connection with its preferred stock
purchase rights plan. See "Description of Preferred Share Purchase Rights."

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<PAGE> 37
Series D Convertible Exchangeable Preferred Stock. The Series D
Convertible Exchangeable Preferred Stock bears a dividend of $3.875 per share
per annum. It is senior to the Common Stock, the Series C ESOP Convertible
Preferred Stock and, when and if issued, the Series B Junior Participating
Cumulative Preferred Stock, as to the payment of dividends and distributions of
assets on liquidation, dissolution and winding up of the Company.

Such shares provide for a liquidation preference of $50.00 per share,
plus accrued and unpaid dividends.

Holders of Series D Convertible Exchangeable Preferred Stock have no
general voting rights but have the right to vote in certain events.

Whenever dividends have not been paid on such shares or any other
class or series of stock ranking pari passu as to dividends in an aggregate
amount equal to six quarterly dividends (whether or not consecutive), the
number of members of the Company's Board of Directors will be increased by two,
and the holders of such shares, voting separately as a class with the holders
of such pari passu stock with like voting rights, will be entitled to elect
such two additional directors at any meeting of shareholders at which directors
are to be elected held during the period such dividends remain in arrears. Such
voting rights will continue until there are not such dividends in arrears.

The Series D Convertible Exchangeable Preferred Stock may not be
redeemed prior to September 20, 1996 and thereafter may be redeemed by the
Company, at its option, in whole or in part at any time at a redemption price
of $52.33 per share, plus accrued and unpaid dividends, if redeemed prior to
September 10, 1997, and at the following redemption prices per share,
if redeemed during the 12-month period ending September 9:

<TABLE>
<CAPTION>
PRICE
YEAR PER SHARE
---- ---------
<S> <C>
1998............................... $51.94
1999............................... 51.55
2000............................... 51.16
2001............................... 50.78
2002............................... 50.39
</TABLE>

and thereafter at $50 per share plus, in each case, accrued and unpaid
dividends. There is no mandatory redemption or sinking fund obligation with
respect to the Series D Convertible Exchangeable Preferred Stock.

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<PAGE> 38
Each holder of Series D Convertible Exchangeable Preferred Stock has
the right, at the holder's option, to convert any or all such shares into
Common Stock at any time at a ratio (subject to adjustment) of 2.778 shares
of Common Stock for each share of Series D Convertible Exchangeable Preferred
Stock. The conversion rate is further adjusted in the event of certain
transactions involving the Company that would result in a "Fundamental Change"
as defined in the Series D Convertible Exchangeable Preferred Stock.

The Series D Convertible Exchangeable Preferred Stock is
exchangeable in whole but not in part, at the option of the Company on a
dividend payment date for the Series D Convertible Exchangeable Preferred
Stock, for Convertible Subordinated Debentures (the "Debentures"). In such
event, the holders of outstanding Series D Convertible Exchangeable Preferred
Stock will receive $50 principal amount of the Debentures for each share of
such stock so exchanged.

Such Debentures will be unsecured, subordinated obligations of the
Company, will mature on September 10, 2012, and will pay interest at a rate of
7 3/4% per annum. Each holder of Debentures will have the right, at the
holder's option, to convert any or all such Debentures into Common Stock at any
time at a ratio (subject to adjustment) of 2.778 shares of Common Stock for
each $50 principal amount of Debentures.

The Debentures will not be redeemable prior to September 20, 1996,
and thereafter may be redeemed by the Company, at its option, in whole or in
part, at any time at a redemption price of 104.65% of the principal amount,
plus accrued and unpaid interest, if redeemed prior to September 10, 1997, and
at the following redemption prices, if redeemed during the 12-month period
ending September 9:

<TABLE>
<CAPTION>
YEAR PRICE
---- -----
<S> <C>
1998............................... 103.88%
1999............................... 103.10%
2000............................... 102.33%
2001............................... 101.55%
2002............................... 100.78%
</TABLE>

and thereafter at 100% of the principal amount plus, in each case, accrued and
unpaid interest. There is no mandatory redemption or sinking fund obligation
with respect to the Debentures.

Series C ESOP Convertible Preferred Stock. The Series C ESOP
Convertible Preferred Stock bears a dividend of $4.78125 per share per annum,
subject to certain adjustments.

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The shares of Series C ESOP Convertible Preferred Stock are convertible into
shares of Common Stock at a rate of two shares of Common Stock per share,
subject to certain adjustments. The shares may only be issued to a trustee
acting on behalf of any employee stock ownership plan or other employee benefit
plan of the Company and will be automatically converted into Common Stock in
the event of any transfer to a person other than a plan trustee. Such shares
have a liquidation preference of $63.75 per share plus accrued and unpaid
dividends. The Series C ESOP Convertible Preferred Stock is redeemable, in
whole or in part, at the option of the Company at a redemption price per share
currently equal to 103.75% of the liquidation preference, declining by 75 basis
points each January 1, to the liquidation preference of $63.75 per share on and
after January 1, 1999, plus, in each case, accrued and unpaid dividends.
Holders of Series C ESOP Convertible Preferred Stock have full voting rights
and vote together with the Common Stock as one class, each share of the Series
C ESOP Convertible Preferred Stock having such number of votes as equals the
number of shares of Common Stock into which such share could be converted on the
record date for determining the stockholders entitled to vote. The shares of
the Series C ESOP Convertible Preferred Stock are not subject to any sinking
fund provisions and have no preemptive rights. The shares rank junior to the
Series D Convertible Exchangeable Preferred Stock and rank senior to the Series
B Junior Participating Cumulative Preferred Stock and the Common Stock as to
the payment of dividends and distribution of assets on liquidation, dissolution
and winding up of the Company.

In the event the Company is unable to pay dividends on the Series C
ESOP Preferred Stock, the Company is required pursuant to the terms of the
ESOP to make a contribution to the ESOP to satisfy the then current debt
service requirements of the Senior ESOP Note due December 31, 2000 (which
obligation is fully reflected in long-term debt on the Company's balance sheet).

DESCRIPTION OF DEPOSITARY SHARES

The description set forth below of certain provisions of the Deposit
Agreement (as defined below) and of the Depositary Shares and Depositary
Receipts (as defined below) does not purport to be complete and is subject to
and qualified in its entirety by reference to the forms of Deposit Agreement and
Depository Receipt relating to the Preferred Stock, included as exhibits to the
Registration Statement of which this Prospectus is a part.

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<PAGE> 40
GENERAL

The Company may, at its option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. In the event such
option is exercised, the Company will issue receipts for Depositary Shares,
each of which will represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of Preferred Stock) of a share of a
particular series of Preferred Stock as described below.

The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Company and a bank or trust company selected by the Company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of
the Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividend, voting, redemption, conversion
and liquidation rights).

The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement (the "Depositary Receipts"). Depositary
Receipts will be distributed to those persons purchasing the fractional shares
of Preferred Stock in accordance with the terms of the offering.

Pending the preparation of definitive Depositary Receipts, the
Depositary may, upon the written order of the Company or any holder of
deposited Preferred Stock, execute and deliver temporary Depositary Receipts
which are substantially identical to, and entitle the holders thereof to all
the rights pertaining to, the definitive Depositary Receipts. Depositary
Receipts will be prepared thereafter without unreasonable delay, and temporary
Depositary Receipts will be exchangeable for definitive Depositary Receipts at
the Company's expense.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Depositary will distribute all cash dividends or other cash
distributions received in respect of the deposited Preferred Stock to the
record holders of Depositary Shares relating to such Preferred Stock in
proportion to the numbers of such Depositary Shares owned by such holders.

In the event of a distribution other than in cash, the Depositary
will distribute property received by it to the

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<PAGE> 41
record holders of Depositary Shares entitled thereto. If the Depositary
determines that it is not feasible to make such distribution, it may, with the
approval of the Company, sell such property and distribute the net proceeds
from such sale to such holders.

REDEMPTION OF STOCK

If a series of Preferred Stock represented by Depositary Shares is to
be redeemed, the Depositary Shares will be redeemed from the proceeds received
by the Depositary resulting from the redemption, in whole or in part, of such
series of Preferred Stock held by the Depositary. The Depositary Shares will
be redeemed by the Depositary at a price per Depositary Share equal to the
applicable fraction of the redemption price per share payable in respect of the
shares of Preferred Stock so redeemed. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same date the number of Depositary Shares representing shares of Preferred
Stock so redeemed. If fewer than all the Depositary Shares are to be redeemed,
the Depositary Shares to be redeemed will be selected by the Depositary by lot
or pro rata or by any other equitable method as may be determined by the
Depositary.

WITHDRAWAL OF STOCK

Any holder of Depositary Shares may, upon surrender of the Depositary
Receipts at the corporate trust office of the Depositary (unless the related
Depositary Shares have previously been called for redemption), receive the
number of whole shares of the related series of Preferred Stock and any money
or other property represented by such Depositary Receipts. Holders of
Depositary Shares making such withdrawals will be entitled to receive whole
shares of Preferred Stock on the basis set forth in the related Prospectus
Supplement for such series of Preferred Stock, but holders of such whole shares
of Preferred Stock will not thereafter be entitled to deposit such Preferred
Stock under the Deposit Agreement or to receive Depositary Receipts therefor.
If the Depositary Shares surrendered by the holder in connection with such
withdrawal exceed the number of Depositary Shares that represent the number of
whole shares of Preferred Stock to be withdrawn, the Depositary will deliver
to such holder at the same time a new Depositary Receipt evidencing such excess
number of Depositary Shares.

VOTING DEPOSITED PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of any
series of deposited Preferred Stock are entitled

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to vote, the Depositary will mail the information contained in such notice of
meeting to the record holders of the Depositary Shares relating to such series
of Preferred Stock. Each record holder of such Depositary Shares on the record
date (which will be the same date as the record date for the relevant series of
Preferred Stock) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of the Preferred Stock
represented by such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the amount of such series of Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all reasonable actions that may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of the Preferred Stock to the
extent it does not receive specific instructions from the holders of Depositary
Shares representing such Preferred Stock.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares and
any provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary. However, any amendment which
materially and adversely alters the rights of the holders of the Depositary
Shares representing Preferred Stock of any series will not be effective unless
such amendment has been approved by the holders of at least the amount of the
Depositary Shares then outstanding representing the minimum amount of Preferred
Stock of such series necessary to approve any amendment that would materially
and adversely affect the rights of the holders of the Preferred Stock of such
series. Every holder of an outstanding Depositary Receipt at the time any such
amendment becomes effective, or any transferee of such holder, shall be deemed,
by continuing to hold such Depositary Receipt, or by reason of the acquisition
thereof, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. The Deposit Agreement automatically terminates
if (i) all outstanding Depositary Shares have been redeemed; or (ii) each share
of Preferred Stock has been converted into other preferred stock or common
stock or has been exchanged for debt securities; or (iii) there has been a
final distribution in respect of the Preferred Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution has
been distributed to the holders of Depositary Shares.

CHARGES OF DEPOSITARY

The Company will pay all transfer and other taxes and governmental
charges arising solely from the existence of the

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<PAGE> 43
depositary arrangements. The Company will pay all charges of the Depositary in
connection with the initial deposit of the relevant series of Preferred Stock
and any redemption of such Preferred Stock. Holders of Depositary Receipts
will pay transfer and other taxes and governmental charges and such other
charges or expenses as are expressly provided in the Deposit Agreement to be
for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Depositary may resign at any time by delivering to the Company
notice of its election to do so, and the Company may at any time remove the
Depositary, any such resignation or removal to take effect upon the appointment
of a successor Depositary and its acceptance of such appointment. Such
successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.

MISCELLANEOUS

The Depositary will forward all reports and communications from the
Company which are delivered to the Depositary and which the Company is required
to furnish to the holders of the deposited Preferred Stock.

Neither the Depositary nor the Company will be liable if it is
prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Depositary under the Deposit Agreement will be limited to
performance in good faith of their duties thereunder, and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares, Depositary Receipts or shares of Preferred Stock unless
satisfactory indemnity is furnished. They may rely upon written advice of
counsel or accountants, upon information provided by holders of Depositary
Receipts or other persons believed to be competent and on documents believed to
be genuine.

DESCRIPTION OF COMMON STOCK

The Company is authorized to issue 60,000,000 shares of Common Stock.
As of July 8, 1994, 35,531,510 shares of Common Stock were issued and
outstanding, and an aggregate of 673,669 shares of Common Stock were reserved
for issuance under the Company's incentive stock plans. The Common Stock is

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<PAGE> 44

listed on the New York Stock Exchange and the Pacific Stock Exchange.

The holders of Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds
legally available therefor. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of shareholders and do not
have cumulative voting rights. Holders of Common Stock are entitled to
receive, upon any liquidation of the Company, all remaining assets available
for distribution to shareholders after satisfaction of the Company's
liabilities and the preferential rights of any preferred stock that may then be
issued and outstanding. The outstanding shares of Common Stock are, and the
shares offered hereby will be, fully paid and non-assessable. The holders of
Common Stock have no preemptive, conversion or redemption rights. The
registrar and transfer agent for the Common Stock is The Bank of New York.

DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS

In 1988, the Company's Board of Directors authorized the distribution
of one Preferred Share Purchase Right (a "Right") for each outstanding share of
Common Stock. Each Right entitles the holder thereof to buy one-half of one
one-hundredth of a share of Series B Junior Participating Cumulative Preferred
Stock at a price of $70.

As distributed, the Rights trade together with the Common Stock. They
may be exercised or traded separately only after the earlier to occur of: (i)
10 days following a public announcement that a person or group of persons has
obtained the right to acquire 10% or more of the outstanding Common Stock (20%
in the case of certain institutional investors), or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors)
following the commencement or announcement of an intent to make a tender offer
or exchange offer which would result in beneficial ownership by a person or
group of persons of 10% or more of the Company's outstanding Common Stock. If
the acquiring person or group of persons acquires 10% or more of the Common
Stock, each Right (other than those held by the acquiror) will entitle its
holder to purchase, at the Right's exercise price, shares of Common Stock
having a market value of twice the Right's exercise price. Additionally, if
the Company is acquired in a merger or other business combination, each Right
(other than those held by the surviving or acquiring company) will entitle its
holder to purchase, at the Right's exercise price, shares of the acquiring
company's common stock (or Common Stock of the Company if it is

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<PAGE> 45

the surviving corporation) having a market value of twice the Right's exercise
price.

Rights may be redeemed at the option of the Board of Directors for
$0.005 per Right at any time before a person or group of persons acquires 10%
or more of the Company's Common Stock. The Board may amend the Rights at any
time without shareholder approval. The Rights will expire by their terms on
November 14, 1998.

DESCRIPTION OF WARRANTS

The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants"), as well as other types of Warrants to purchase
Securities. Warrants may be issued independently or together with any
Securities and may be attached to or separate from such securities. The
Warrants are to be issued under warrant agreements (each a "Warrant Agreement")
to be entered into between the Company and a bank or trust company, as warrant
agent (the "Warrant Agent"), all as shall be set forth in the Prospectus
Supplement relating to Warrants being offered pursuant thereto.

DEBT WARRANTS

The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the debt warrant certificates representing such Debt Warrants, including
the following: (1) the title of such Debt Warrants; (2) the aggregate number
of such Debt Warrants; (3) the price or prices at which such Debt Warrants will
be issued; (4) the currency or currencies, including composite currencies or
currency units, in which the price of such Debt Warrants may be payable; (5)
the designation, aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants, and the procedures and
conditions relating to the exercise of such Debt Warrants; (6) the designation
and terms of any related Debt Securities with which such Debt Warrants are
issued, and the number of such Debt Warrants issued with each such Debt
Security; (7) the currency or currencies, including composite currencies or
currency units, in which the principal of or any premium or interest on the
Debt Securities purchasable upon exercise of such Debt Warrants will be
payable; (8) the date, if any, on and after which such Debt Warrants and the
related Debt Securities will be separately transferable; (9) the principal
amount of Debt Securities purchasable upon exercise of each Debt Warrant, and
the price at which and the currency or currencies, including composite
currencies or currency units,

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<PAGE> 46

in which such principal amount of Debt Securities may be purchased upon
such exercise; (10) the date on which the right to exercise such Debt Warrants
will commence, and the date on which such right will expire; (11) the maximum
or minimum number of such Debt Warrants which may be exercised at any time;
(12) a discussion of any material federal income tax considerations; and (13)
any other terms of such Debt Warrants and terms, procedures and limitations
relating to the exercise of such Debt Warrants,

Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the Prospectus Supplement. Prior to the exercise of their Debt Warrants,
holders of Debt Warrants will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise and will not be entitled to payment
of principal of or any premium or interest on the Debt Securities purchasable
upon such exercise.

OTHER WARRANTS

The Company may issue other Warrants. The applicable Prospectus
Supplement will describe the following terms of any such other Warrants in
respect of which this Prospectus is being delivered: (1) the title of such
Warrants; (2) the Securities (which may include Preferred Stock or Common
Stock) for which such Warrants are exercisable; (3) the price or prices at
which such Warrants will be issued; (4) the currency or currencies, including
composite currencies or currency units, in which the price of such Warrants may
be payable; (5) if applicable, the designation and terms of the Preferred Stock
or Common Stock with which such Warrants are issued, and the number of such
Warrants issued with each such share of Preferred Stock or Common Stock; (6) if
applicable, the date on and after which such Warrants and the related Preferred
Stock or Common Stock will be separately transferable; (7) if applicable, a
discussion of any material federal income tax considerations; and (8) any other
terms of such Warrants, including terms, procedures and limitations relating to
the exchange and exercise of such Warrants.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder to purchase for cash such
principal amount of Debt Securities or number of shares of Preferred Stock or
Common Stock at such exercise price as shall in each case be set forth in, or
be determinable

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<PAGE> 47
as set forth in, the Prospectus Supplement relating to the Warrants
offered thereby. Warrants may be exercised at any time up to the close of
business on the expiration date set forth in the Prospectus Supplement relating
to the Warrants offered thereby. After the close of business on the expiration
date, unexercised Warrants will become void.

Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Securities
purchasable upon such exercise. If less than all of the Warrants represented
by such warrants certificate are exercised, a new warrant certificate will be
issued for the remaining Warrants.

PLAN OF DISTRIBUTION

The Company may sell the Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters,
and (iv) through dealers. Any such underwriter or agent involved in the offer
and sale of the Securities will be named in the applicable Prospectus
Supplement.

If one or more underwriters or agents are used in the sale of
Securities, the Company will execute an underwriting or similar agreement with
such underwriters or agents setting forth, among other things, certain terms of
the sale and offering.

The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Prospectus Supplement
will describe the method of distribution of the Securities. The Company also
may offer and sell the Securities in exchange for one or more of its
outstanding issues of debt securities. The Company also may, from time to
time, authorize underwriters acting as the Company's agents to offer and sell
the Securities upon the terms and conditions as shall be set forth in the
Prospectus Supplement.

In connection with the sale of Securities, underwriters and agents may
receive compensation both from the Company, in the form of discounts,
concessions or commissions, and from purchasers of Securities for whom they may
act as agents.

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<PAGE> 48

The underwriters, agents and dealers that participate in the
distribution of Securities may be deemed to be "underwriters" within the
meaning of, and any discounts or commissions received by them and any profit on
the resale of Securities by them may be deemed to be underwriting discounts and
commissions under, the Securities Act. Any such underwriters or agents will be
identified and any such compensation will be described in the Prospectus
Supplement.

Securities also may be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, by one or
more firms ("remarketing firms") acting as principals for their own account or
as agents for the Company. Any remarketing firm will be identified and their
terms of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Securities remarketed thereby.

Under agreements which may be entered into by the Company,
underwriters, agents and dealers who participate in the distribution of
Securities may be entitled to indemnification by the Company against or in
respect of certain liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments required to be made in respect
thereof.

Certain of the underwriters, dealers and agents and their associates
may engage in transactions with, and perform services for, the Company in the
ordinary course of business.

If so indicated in an applicable Prospectus Supplement, the Company
will authorize underwriters or other persons acting as agents to solicit offers
by certain institutions to purchase Debt Securities or Preferred Stock from the
Company at the public offering price set forth in such Prospectus Supplement
pursuant to Delayed Delivery Contracts ("Contracts") providing for payment
and delivery on the date or dates stated in the applicable Prospectus
Supplement. Each Contract will be for an amount stated in the applicable
Prospectus Supplement. Institutions with whom Contracts, when authorized, may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to the approval of the Company.
Contracts will not be subject to any conditions except that (i) the purchase by
an institution of the Securities covered by its Contracts will not at the time
of delivery be prohibited under the laws of any

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<PAGE> 49

jurisdiction in the United States to which such institution is subject
and (ii) if the Securities are being sold to underwriters, the Company will
have sold to such underwriters such amount specified in the applicable
Prospectus Supplement. Agents and underwriters will have no responsibility in
respect of the delivery or performance of Contracts. A commission indicated in
the applicable Prospectus Supplement will be paid to underwriters and agents
soliciting purchases of Securities pursuant to Contracts accepted by the
Company.

LEGAL OPINIONS

Unless otherwise indicated in the applicable Prospectus Supplement,
George N. Bashara, Jr., General Counsel of the Company, is passing upon the
validity of the Securities. On behalf of any underwriters, agents or dealers,
Sullivan & Cromwell, New York, New York, is passing upon the validity of the
Securities. In rendering its opinion, Sullivan & Cromwell will rely as to
matters of Michigan law on the opinion of George N. Bashara, Jr.

INDEPENDENT AUDITORS

The consolidated financial statements and schedules of Federal-Mogul
Corporation appearing in Federal-Mogul Corporation's Annual Report (Form 10-K)
for the year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

The combined statements of assets and liabilities of Sealed Power
Corporation and Sealed Power Corporation of Canada, Ltd. at December 31, 1992
and 1991 and the related combined statements of revenues and expenses and
changes in equity and cash flows for each of the years then ended, appearing in
Federal-Mogul Corporation's Form 8-K dated November 10, 1993, as amended on
Form 8-K/A, dated February 11, 1994, and incorporated herein by reference, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report, with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

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<PAGE> 50
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

An itemized statement of the estimated amount of the expenses, other
than underwriting discounts and commissions, incurred and to be incurred by the
Company in connection with the issuance and distribution of the Securities
registered pursuant to this registration statement is as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.............. $ 34,483.00
Printing and engraving expenses............................ 50,000.00
Accounting fees and expenses............................... 50,000.00
Legal fees and expenses.................................... 100,000.00
Listing fees............................................... 10,000.00
Fees and expenses of trustee............................... 20,000.00
Rating agencies' fees...................................... 120,000.00
Blue sky fees and expenses and legal fees.................. 15,000.00
Miscellaneous.............................................. 10,517.00
-----------
Total............................................ $410,000.00
===========
</TABLE>

ITEM 15. MICHIGAN BUSINESS CORPORATION ACT

Sections 561 through 569 of the Michigan Business Corporation Act
(the "Act"), and Article XI of the Company's Bylaws relate to the
indemnification of the Company's directors and officers, among others, in a
variety of circumstances against Liabilities arising in connection with the
performance of their duties.

The Act permits indemnification of directors and officers acting in
good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Company or its shareholders (and, with respect to a
criminal proceeding, if they have no reasonable cause to believe their conduct
to be unlawful) against (i) expenses (including attorney's fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or completed action, suit,
or proceeding (other than an action by or in the right of the Company) arising
out of a position with the Company (or with some other entity at the Company's
request) and (ii) expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending, or completed action or suit by or in the right of the Company, unless
the director or officer is found liable to the Company

II-1
<PAGE> 51
and an appropriate court does not determine that he or she is nevertheless
fairly and reasonably entitled to indemnification.

The Act requires indemnification for expenses to the extent that a director or
officer is successful on the merits in defending against any such action, suit
or proceeding, and otherwise requires in general that the indemnification
provided for in (i) and (ii) above be made only on a determination by (a) a
majority vote of a quorum of the Board of Directors who were not parties or
threatened to be made parties to the action, suit or proceeding, (b) if a
quorum cannot be obtained, by a majority vote of a committee duly designated
by the Board and consisting solely of two or more directors not at the time
parties or threatened to be made parties to the action, suit or proceeding, (c)
by independent legal counsel, (d) by all independent directors who are not
parties or threatened to be made parties to the action, suit or proceeding or
(e) by the shareholders (but shares held by directors or officers who are
parties or are threatened to be made parties may not be voted). In certain
circumstances, the Act further permits advances to cover such expenses before a
final determination that indemnification is permissible, upon receipt of a
written affirmation by the director or officer of their good-faith belief that
they have met the applicable standard of conduct set forth in the Act, receipt
of a written undertaking by or on behalf of the director or officer to repay
such amounts unless it shall ultimately be determined that they are entitled
to indemnification and a determination that the facts then known to those making
the advance would not preclude indemnification.

Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the Company's Articles
of Incorporation, Bylaws, or a contractual agreement. The Act permits the
Company to purchase insurance on behalf of its directors and officers against
liabilities arising out of their positions with the Company whether or not such
liabilities would be within the foregoing indemnification provisions.

BYLAWS

Under the Company's Bylaws, the Company is required to indemnify any
person who was or is a party or is threatened to be made a party to or called
as a witness in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company, a "derivative action") and
any appeal thereof by reason of the fact that such person is, was or agreed to
become a director or officer of the Company,

II-2
<PAGE> 52
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person was successful
in defending such action, suit or proceeding, or otherwise if such person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company or its shareholders, and,
with respect to any criminal action or proceeding had no reasonable cause to
believe was unlawful. A similar standard of care is applicable in the case
of derivative actions, except the indemnification extends only to expenses
(including actual and reasonable attorneys' fees) and amounts paid in
settlement incurred in connection with such an action and, where the person is
found to be liable to the Company, only if and to the extent that the court in
which such action was brought determines that such person is fairly and
reasonably entitled to such indemnity and then only for expenses which the
court considers proper.

The Company's Bylaws provide that the Company shall pay for the
expenses incurred by an indemnified director or officer in defending the
proceedings specified above, in advance of their final disposition, provided
that if required by the Act, the person furnishes the Company with an
undertaking to reimburse the Company if it is ultimately determined that
such person is not entitled to indemnification. The Company shall provide
indemnification to any person who is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise to the same
degree as the foregoing indemnification of directors and officers. In
addition, the Company may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Company (or is serving or
was serving at the request of the Company in a position and at an entity listed
in the preceding sentence) against any liability asserted against and incurred
by such person in such capacity, or arising out of the person's status as such
whether or not the Company would have the power or the obligation to indemnify
such person against such liability under the provisions of the Company's Bylaws.

ITEM 16. EXHIBITS

* 1-1 Form of Underwriting Agreement relating to preferred stock.

- ---------------

* Previously filed with Registration Statement No. 33-51265 and incorporated
herein by reference.

II-3

<PAGE> 53
* 1-2 Form of Underwriting Agreement relating to common stock.

* 1-3 Form of Underwriting Agreement relating to debt securities.

* 4-1 The Company's Second Restated Articles of Incorporation, as amended
(filed as Exhibit 3.1 to Company's Form 10-Q for the quarter ended
September 30, 1992).

* 4-2 The Company's Bylaws, as amended (filed as Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 1991).

* 4-3 Rights Agreement ("Rights Agreement") between the Company and
National Bank of Detroit as Rights Agent (filed as Exhibit 1 to the
Company's Form 8-A Registration Statement dated November 7, 1988).

* 4-4 Amendments dated July 25, 1990, to Rights Agreement (filed as
Exhibit 4.5 to the 1990 Second Quarter 10-Q).

* 4-5 Amendment Number Two dated as of September 23, 1992 to Rights
Agreement (filed as Exhibit 4-4 to the 1992 10-K).

* 4-6 Second Restated and Amended Revolving Credit Agreement dated October
19, 1993, among the Company, various banks, and Chemical Bank, as
agent.

** 4-7 Form of Senior Indenture.

* 4-8 Form of Subordinated Indenture.

* 4-9 Form of Deposit Agreement, including form of Depositary Receipt for
Depositary Shares.

* 4-10 Agreement of Purchase and Sale dated as of September 15, 1993 between
Federal-Mogul Corporation and SPX Corporation and certain of its
subsidiaries (filed as Exhibit 2.1 to a Form 8K dated November 10,
1993).

** 5-1 Opinion of George N. Bashara, Jr.

** 5-2 Opinion of Wachtell, Lipton, Rosen & Katz.

** 12-1 Computation of Ratio of Earnings to Fixed Charges.

- ---------------

* Previously filed with Registration Statement No. 33-51265 and incorporated
herein by reference.

** Filed herewith.

II-4
<PAGE> 54
** 12-2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.

** 23-1 Consent of Ernst & Young, independent auditors.

** 23-2 Consent of Arthur Andersen & Co., independent public accountants.

** 23-3 Consent of George N. Bashara, Jr. (included in Exhibit 5-1).

** 23-4 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5-2).

** 24-1 Power of Attorney is included on page II-8.

** 25-1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee for Senior Indenture.

* 25-2 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 or Trustee for Subordinated Indenture.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

A. to file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any fact or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
- ---------------

* Previously filed with Registration Statement No. 33-51265 and incorporated
herein by reference.

** Filed herewith.

II-5
<PAGE> 55

provided, however, that the undertakings set forth in the paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

B. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

C. to supplement the prospectus, after the expiration of the
subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of
any subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of the
prospectus, a post-effective amendment will be filed to set forth the terms of
such offering.

D. to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

E. that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

F. that, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is,

II-6
<PAGE> 56
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such Act
and will be governed by the final adjudication of such issue.

G. that, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.

H. that, for purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

I. to file an application for the purposes of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of such Act.

II-7
<PAGE> 57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, Michigan on July 25, 1994.

FEDERAL-MOGUL CORPORATION

By: /s/ Martin E. Welch III
------------------------------
Martin E. Welch III
Senior Vice President
and Chief Financial Officer

POWER OF ATTORNEY

Each of the undersigned whose signature appears below hereby
constitutes and appoints George N. Bashara, Jr. and Stephanie G. Heim, and each
of them acting alone, his true and lawful attorneys-in-fact and agents, with
full power and substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign in any and all capacities, to
sign any and all amendments (including post-effective amendments) to his
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons of the
Registrant in the capacities and dates indicated.

<TABLE>
<S> <C> <C>
/s/ Dennis J. Gormley
---------------------- Chairman of the Board July 25, 1994
Dennis J. Gormley and Chief Executive
Officer and Director
(Principal Executive
Officer)

/s/ Martin E. Welch III
---------------------- Senior Vice President July 25, 1994
Martin E. Welch III and Chief Financial
Officer (Principal
Financial Officer)

/s/ James B. Carano
---------------------- Vice President and July 25, 1994
James B. Carano Controller (Principal
Accounting Officer)

/s/ John J. Fannon
---------------------- Director July 25, 1994
John J. Fannon
</TABLE>

II-8
<PAGE> 58

/s/ RODERICK M. HILLS
--------------------------- Director July 25, 1994
Roderick M. Hills

/s/ ANTONIO MADERO
--------------------------- Director July 25, 1994
Antonio Madero

/s/ WALTER J. McCARTHY, JR.
--------------------------- Director July 25, 1994
Walter J. McCarthy, Jr.

/s/ ROBERT S. MILLER, JR.
--------------------------- Director July 25, 1994
Robert S. Miller, Jr.

/s/ JOHN C. POPE
--------------------------- Director July 25, 1994
John C. Pope

/s/ HUGO MICHAEL SEKYRA
----------------------------- Director July 25, 1994
Dr. Hugo Michael Sekyra

</TABLE>

II-9
<PAGE> 59
EXHIBIT INDEX

Exhibit
Number Description
------- -----------
* 1-1 Form of Underwriting Agreement relating to preferred stock.

* 1-2 Form of Underwriting Agreement relating to common stock.

* 1-3 Form of Underwriting Agreement relating to debt securities.

* 4-1 The Company's Second Restated Articles of Incorporation, as amended
(filed as Exhibit 3.1 to Company's Form 10-Q for the quarter ended
September 30, 1992).

* 4-2 The Company's Bylaws, as amended (filed as Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 1991).

* 4-4 Amendments dated July 25, 1990, to Rights Agreement (filed as
Exhibit 4.5 to the 1990 Second Quarter 10-Q).

* 4-5 Amendment Number Two dated as of September 23, 1992 to Rights
Agreement (filed as Exhibit 4-4 to the 1992 10-K).

* 4-6 Second Restated and Amended Revolving Credit Agreement dated October
19, 1993, among the Company, various banks, and Chemical Bank, as
agent.

** 4-7 Form of Senior Indenture.

* 4-8 Form of Subordinated Indenture.

* 4-9 Form of Deposit Agreement, including form of Depositary Receipt for
Depositary Shares.

** 5-1 Opinion of George N. Bashara, Jr.

** 5-2 Opinion of Wachtell, Lipton, Rosen & Katz.

** 12-1 Computation of Ratio of Earnings to Fixed Charges.

** 12-2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.

** 23-1 Consent of Ernst & Young, independent auditors.

** 23-2 Consent of Arthur Andersen & Co., independent public accountants.

** 23-3 Consent of George N. Bashara, Jr. (included in Exhibit 5-1).

** 23-4 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5-2).

** 24-1 Power of Attorney is included on page II-8.

** 25-1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee for Senior Indenture.

* 25-2 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 or Trustee for Subordinated Indenture.

- ---------------

* Previously filed with Registration Statement No. 33-51265 and incorporated
herein by reference.

** Filed herewith.

<PAGE> 1

Exhibit 4.7

FEDERAL-MOGUL CORPORATION

CONTINENTAL BANK

Trustee

---------------

INDENTURE

Dated as of July , 1994

---------------
<PAGE> 2

FEDERAL-MOGUL CORPORATION
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
ACT SECTION INDENTURE SECTION
<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 608
610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a) . . . . . . . . . . . . . . . . . . . . . 701
702
(b) . . . . . . . . . . . . . . . . . . . . . 702
(c) . . . . . . . . . . . . . . . . . . . . . 702
Section 313(a) . . . . . . . . . . . . . . . . . . . . . 703
(b) . . . . . . . . . . . . . . . . . . . . . 703
(c) . . . . . . . . . . . . . . . . . . . . . 703
(d) . . . . . . . . . . . . . . . . . . . . . 703
Section 314(a) . . . . . . . . . . . . . . . . . . . . . 704
(a)(4) . . . . . . . . . . . . . . . . . . . . . 101
1004
(b) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . 102
(c)(2) . . . . . . . . . . . . . . . . . . . . . 102
(c)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . 102
Section 315(a) . . . . . . . . . . . . . . . . . . . . . 601
(b) . . . . . . . . . . . . . . . . . . . . . 602
(c) . . . . . . . . . . . . . . . . . . . . . 601
(d) . . . . . . . . . . . . . . . . . . . . . 601
(e) . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a) . . . . . . . . . . . . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . 502
512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 508
(c) . . . . . . . . . . . . . . . . . . . . . 104
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . 107
- ---------------------------
</TABLE>
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
</TABLE>

ARTICLE ONE

<TABLE>
<S> <C> <C> <C>
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request or Company Order . . . . . . . . . . . . . . . . . . . . . . . . . 3
Composite Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Foreign Government Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Funded Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

- --------------------------------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

-i-
<PAGE> 4

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Principal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Register and Security Registrar . . . . . . . . . . . . . . . . . . . . . 10
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
U.S. Government Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Wholly-owned Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 104. Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 105. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 108. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . 16
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

ARTICLE TWO

<TABLE>
<S> <C> <C> <C>
SECURITY FORMS. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 202. Form of Face of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 203. Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 204. Form of Legend for Global Securities . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 205. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . 26
</TABLE>

ARTICLE THREE

<TABLE>
<S> <C> <C> <C>
THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

-ii-

<PAGE> 5

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . 30
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 305. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . 35
SECTION 307. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . 36
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

ARTICLE FOUR

<TABLE>
<S> <C> <C> <C>
SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . 38
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
</TABLE>

ARTICLE FIVE

<TABLE>
<S> <C> <C> <C>
REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 502. Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 505. Trustee May Enforce Claims Without Possession
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest and to Convert . . . . . . . . . . . . . . . . . . 46
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 515. Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

ARTICLE SIX

<TABLE>
<S> <C> <C> <C>
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 604. Not Responsible for Recitals or Issuance
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

-iii-

<PAGE> 6

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 608. Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . 54
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . 54
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 612. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 613. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . 58
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . 58
</TABLE>

ARTICLE SEVEN

<TABLE>
<S> <C> <C> <C>
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . . . . . . . . . . 60

SECTION 701. Company to Furnish Trustee Names and Addresses
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 702. Preservation of Information; Communications to
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
</TABLE>

ARTICLE EIGHT

<TABLE>
<S> <C> <C> <C>
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. . . . . . . . . . . . . . . . . . . . 62

SECTION 801. Company May Consolidate, Etc., Only on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 802. Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

ARTICLE NINE

<TABLE>
<S> <C> <C> <C>
SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 901. Supplemental Indentures Without Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . 65
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . 67
</TABLE>

ARTICLE TEN

<TABLE>
<S> <C> <C> <C>
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . 67
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1003. Money for Securities Payments to Be Held in Trust . . . . . . . . . . . . . . . . 68
SECTION 1004. Statement by Officers as to Default . . . . . . . . . . . . . . . . . . . . . . . 69
</TABLE>

-iv-
<PAGE> 7

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 1005. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1006. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1007. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1008. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1009. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1010. Limitation on Sale and Lease-Back . . . . . . . . . . . . . . . . . . . . . . . . 73
</TABLE>

ARTICLE ELEVEN

<TABLE>
<S> <C> <C>
REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 75

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 1103. Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . 75
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
</TABLE>

ARTICLE TWELVE

<TABLE>
<S> <C> <C> <C>
SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . 79
</TABLE>

ARTICLE THIRTEEN

<TABLE>
<S> <C> <C> <C>
DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . 80

SECTION 1301. Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1302. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 1304. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . 81
SECTION 1305. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions . . . . . . . . . . . . . . . . . . 84
SECTION 1306. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

TESTIMONIUM......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

ACKNOWLEDGMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
</TABLE>

-v-
<PAGE> 8

INDENTURE, dated as of July __, 1994, between Federal-Mogul
Corporation, a corporation duly organized and existing under the laws of the
State of Michigan (herein called the "Company"), having its principal office at
26555 Northwestern Highway, Southfield, Michigan and Continental Bank, National
Association, a corporation duly organized and existing under the laws of the
United States, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

<PAGE> 9

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date
hereof;

(4) unless the context otherwise requires, any reference to
an "Article" or a "Section" refers to an Article or a Section, as the
case may be, of this Indenture; and

(5) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"Affiliate" of any specified Person means 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 means 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" have meanings
correlative to the foregoing.

"Attributable Debt", when used in connection with a Sale and
Lease-Back Transaction (defined in Section 1010 hereinafter), shall mean, as of
any particular time, the lesser of (a) the fair value (as determined by the
Board of Directors) of the property subject to such arrangement and (b) the
then present value (computed by discounting at the Composite Rate) of the
obligation of a lessee for net rental payments during the remaining term of any
lease in respect of such property (including any period for which such lease
has been extended or may, at the option of the lessor, be extended). The term
"net rental payments" under any lease for any period shall mean the sum of the
rental payments required to be paid in such period by the lessee thereunder,
not including, however, any amounts required to be paid by such lessee (whether
or not designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges required
to be paid by such lessee thereunder or any

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<PAGE> 10

amounts required to be paid by such lessee thereunder contingent upon the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

"Board Resolution" means (i) 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, or (ii) a certificate signed by the authorized
officer or officers of the Company to whom the Board of Directors of the
Company has delegated its authority, and in each case, delivered to the
Trustee.

"Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close.

"Commission" means the Securities and Exchange Commission,
from time to time constituted, created under the Exchange Act, 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, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

"Composite Rate" means, as of any particular time, the rate of
interest, per annum, compounded semiannually, equal to the sum of the rates of
interest borne by each series of the

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<PAGE> 11

Securities Outstanding under this Indenture (as specified on the face of each
of the Securities, provided, that in the case of Securities with variable rates
of interest, the interest rate to be used in calculating the Composite Rate
shall be the interest rate applicable to such Securities at the beginning of
the most recent period for which the interest rate was determined for such
Securities in accordance with the terms thereof and provided, further, that, in
the case of Securities which do not bear interest, the interest rate to be used
in calculating the Composite Rate shall be a rate equal to the yield to
Maturity on such Securities (calculated at the time of issuance of such
Securities) multiplied, in the case of each of the Securities, by the
percentage of the aggregate principal amount of all of the Securities then
Outstanding represented by such Security.

"Consolidated Assets" means the Company's assets, determined
in accordance with GAAP and consolidated for financial reporting purposes in
accordance with GAAP, such assets to be valued at book value.

"Corporate Trust Office" means the principal office of the
Trustee or agent of the Trustee, in either case, in the Borough of Manhattan,
The City of New York, at which at any particular time the corporate trust
business of the Trustee shall be administered.

"corporation" means a corporation, association, company,
joint-stock company or business trust.

"Covenant Defeasance" has the meaning specified in Section
1303.

"Defaulted Interest" has the meaning specified in Section 307.

"Defeasance" has the meaning specified in Section 1302.

"Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

"Event of Default" has the meaning specified in Section 501.

-4-
<PAGE> 12

"Exchange Act" means the Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

"Expiration Date" has the meaning specified in Section 104.

"Foreign Government Obligation" has the meaning specified in
Section 1304.

"Funded Indebtedness" means all Indebtedness of the Company
and its Restricted Subsidiaries maturing by its terms more than one year after,
or which is renewable or extendable at the option of the Company for a period
ending more than one year after, the date as of which Funded Indebtedness is
being determined.

"GAAP" means such accounting principles as are generally
accepted in the United States at the date of this Indenture.

"Global Security" means a Security that evidences all or part
of the Securities of any series and bears the legend set forth in Section 204
(or such legend as may be specified as contemplated by Section 301 for such
Securities).

"Holder" means a Person in whose name a Security is registered
in the Security Register.

"Indebtedness" means, without duplication, (i) all obligations
in respect of borrowed money or for the deferred purchase or acquisition price
of property (including all types of real, personal, tangible, intangible or
mixed property) or services (excluding trade accounts payable, deferred taxes
and accrued liabilities which arise in the ordinary course of business) which
are, in accordance with GAAP, includible as a liability on a balance sheet
consolidated for financial reporting purposes in accordance with GAAP, (ii) all
amounts representing the capitalization of rental obligations in accordance
with GAAP, and (iii) all Contingent Obligations (defined immediately below)
with respect to the foregoing; for purposes of clause (iii), "Contingent
Obligation" means, as to any Person, any obligation of such Person guaranteeing
or in effect guaranteeing any Indebtedness, leases, dividends or other
obligations ("primary obligations") of any other Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent, (i) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (a) for the purchase or
payment

-5-
<PAGE> 13

of any such primary obligation or (b) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the beneficiary of any such
primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the
beneficiary of such primary obligation against loss in respect thereof;
provided, however, that the term "Contingent Obligation" shall not include the
endorsement of instruments for deposit or collection in the ordinary course of
business. The term "Contingent Obligation" shall also include the liability of
a general partner in respect of the primary obligations of a partnership in
which it is a general partner. The amount of any Contingent Obligation of a
Person shall be deemed to be an amount equal to the principal amount of the
primary obligation in respect to which such Contingent Obligation is made.

"Indenture" means this instrument as originally executed and
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, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include the terms of
particular series of Securities established as contemplated by Section 301.

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

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an instalment of interest on such
Security.

"Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

"Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an instalment 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.

"Notice of Default" means a written notice of the kind
specified in Section 501(4).

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<PAGE> 14

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Discount Security" means 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 502.

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

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

(2) Securities for whose payment or redemption 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 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;

(3) Securities as to which Defeasance has been effected
pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306
or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as

-7-
<PAGE> 15

of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 502, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 301, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
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 upon
the Securities or any Affiliate of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

"Predecessor Security" of any particular Security means 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 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall

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<PAGE> 16

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

"Principal Property" shall mean the principal manufacturing
facilities owned by the Company or a Restricted Subsidiary located in the
United States, except such as the Board of Directors, in its good faith
opinion, reasonably determines is not significant to the business, financial
condition and earnings of the Company and its consolidated Subsidiaries taken
as a whole, as evidenced by a Board resolution, and except for (i) any and all
personal property including, without limitation, (x) motor vehicles and other
rolling stock, and (y) office furnishings and equipment and information and
electronic data processing equipment, (ii) any property financed through
obligations issued by a state, territory or possession of the United States, or
any political subdivision or instrumentality of the foregoing, or (iii) any
real property held for development or sale.

"Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller 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.

"Restricted Subsidiary" means any consolidated Subsidiary that
owns any Principal Property.

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<PAGE> 17

"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

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

"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
securities of that series.

"U.S. Government Obligation" has the meaning specified in
Section 1304.

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<PAGE> 18

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Wholly-owned Subsidiary" of any Person means any Subsidiary
of which, at the time of determination, all of the outstanding stock having
ordinary voting power to elect directors (other than directors' qualifying
shares) is owned by such Person directly and/or indirectly.

SECTION 102. 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 such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in
the form of an Officer's Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture 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, in the opinion of each such
individual, such condition or covenant has been complied with.

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<PAGE> 19

SECTION 103. 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 an opinion of counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the opinion 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 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 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 104. Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by 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 (subject to Section
601) conclusive

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<PAGE> 20

in favor of the Trustee and the Company, if made in the manner provided in this
Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security
Register.

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 or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record

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<PAGE> 21

date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party

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<PAGE> 22

hereto in writing, and to each Holder of Securities of the relevant series in
the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable
record date.

Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at 231 LaSalle Street, 16th
Floor, Chicago, Illinois 60697, Attention Corporate Trust Department,
or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such

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<PAGE> 23

event, at his address as it appears in the Security Register, not later than
the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 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 regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

SECTION 108. 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 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

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<PAGE> 24

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the Securities
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 111. 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 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York, without regard
to principles of conflicts of laws.

SECTION 113. 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 (other than a provision of any Security that specifically states
that such provision shall apply in lieu of this Section)) 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 with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

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<PAGE> 25

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution and set forth, or determined in the manner
provided, in an Officer's Certificate or established 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 Depositary thereof or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, 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 303 for the
authentication and delivery of such Securities.

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 of such Securities.

SECTION 202. Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

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<PAGE> 26

FEDERAL-MOGUL CORPORATION

- --------------------------------------------------------------------------------

No.-------------- $-------------

Federal-Mogul Corporation, a corporation duly organized and
existing under the laws of Michigan (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________________, or registered
assigns, the principal sum of __________________________________________________
[Dollars] [if other than Dollars, substitute other currency or currency units]
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]
[if other than semi-annual interest at a fixed rate, insert frequency of
payments and payment dates], commencing______________________________________,
at [If the Security is to bear interest at a fixed rate, insert -- the rate of
______% per annum] [if the Security is to bear interest at a rate determined
with reference to one or more formulas, refer to description of index below],
until the principal hereof is paid or made available for payment [If
applicable, insert --, provided that any principal and premium, and any such
instalment of interest, which is overdue shall bear interest at the rate of
______% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid
or made available for payment, and such interest shall be payable on demand.]
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

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<PAGE> 27

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 Securities are Securities with respect to which the principal of or any
premium or interest may be determined with reference to one or more indices or
formulas, insert the text of such indices or formulas.]

[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 or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are
due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the
rate of ___% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

Payment of the principal of (and premium, if any) 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 _____, in such
coin or currency [of the United States of America] [if the Security is
denominated in a currency other than U.S. dollars, specify other currency or
currency unit in which payment of the principal of and any premium or interest
may be made] as at the time of payment is legal tender for payment of public
and private debts [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].

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.

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<PAGE> 28

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

Dated:

FEDERAL-MOGUL CORPORATION

By
----------------------

- ----------------------------------
Attest:

- ----------------------------------

SECTION 203. 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 ______, 1994 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and _______________, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture 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 [if applicable, insert --
limited in aggregate principal amount to $______].

[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 ____ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [if applicable, insert -- 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 [if
applicable, insert -- on or before ______, ___%, and if redeemed] during the
12-month period beginning ______ of the years indicated,

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<PAGE> 29

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 [if applicable, insert -- (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 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 [if
applicable, insert -- 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

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<PAGE> 30

business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert -- Notwithstanding the foregoing, the
Company may not, prior to ______, redeem any Securities of this series as
contemplated by [if applicable, insert -- 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.]

[If applicable, insert -- The sinking fund for this series
provides for the redemption on _______ in each year beginning with the year
____ and ending with the year ____ of [if applicable, insert -- 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 [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required
to be made [if applicable, insert --, in the inverse order in which they become
due].]

[If the Security is subject to redemption of any kind, insert
- -- In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert -- The Indenture contains provisions
for defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

[If the Security is convertible into securities of the
Company, specify the conversion features.]

[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.]

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<PAGE> 31

[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, premium
and 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 premium 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 a majority in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all 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
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request

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<PAGE> 32

and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

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 principal of and any
premium and interest on this Security 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 any premium and interest 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 and of like tenor, 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 $1,000 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 and of like tenor of a
different authorized denomination, 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.

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<PAGE> 33

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

SECTION 204. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

SECTION 205. Form of Trustee's Certificate of Authentication.

The Trustee's certificates of authentication shall be in
substantially the following form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

----------------------------,
As Trustee

By
----------------------------------
Authorized Officer

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

-26-
<PAGE> 34

The Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution and, subject to Section
303, set forth, or determined in the manner provided, in an Officer's
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,

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

(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 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series
shall be payable, if other than 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;

(4) the date or dates on which the principal of any Securities
of the series is payable;

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

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

(7) the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the
Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be
evidenced;

(8) the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any

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sinking fund or analogous provisions or at the option of the Holder
thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;

(9) any provision for the conversion or exchange of Securities
of the series, either at the option of the Holder thereof or the
Company, into or for another security or securities of the Company, the
security or securities into or for which, the period or periods within
which, the price or prices, including any adjustments thereto, at which
and the other terms and conditions upon which any Securities of the
series shall be converted or exchanged, in whole or in part, pursuant
to such obligation;

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

(11) if the amount of principal of or any premium or interest
on any Securities of the series may be determined with reference to one
or more indices or pursuant to a formula, the manner in which such
amounts shall be determined;

(12) if other than the currency of the United States of
America, the currency, currencies or currency units in which the
principal of or any premium or interest on any Securities of the series
shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose,
including for purposes of the definition of "Outstanding" in Section
101;

(13) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the
Company or the Holder thereof, in one or more currencies or currency
units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the
principal of or any premium or interest on such Securities as to which
such election is made shall be payable, the periods within which and
the terms and conditions upon which such election is to be made and the
amount so payable (or the manner in which such amount shall be
determined);

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(14) if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(15) if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be
deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as
of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be
determined);

(16) if applicable, that the Securities of the series, in whole
or any specified part, shall be defeasible pursuant to Section 1302 or
Section 1303 or both such Sections and, if other than by a Board
Resolution, the manner in which any election by the Company to defease
such Securities shall be evidenced;

(17) if and as applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set
forth in Section 204 and any circumstances in addition to or in lieu of
those set forth in Clause (2) of the last paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee
thereof;

(18) any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 502;

(19) any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; and

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(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted
by Section 901(5)).

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 the Board Resolution referred to above and (subject to Section
303) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.
All Securities of any one series need not be issued at one time and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

Unless otherwise provided with respect to the Securities of any
series, at the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, 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
Officers' Certificate setting forth the terms of the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 301. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile.

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Securities bearing the manual or facsimile signatures of
individuals who were at any time 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 the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, 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 Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such
form has been established in conformity with the provisions of this
Indenture;

(2) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this
Indenture; and

(3) that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles [and, if applicable, to provisions of law
which may require that a judgment for money damages rendered by a court
in the United States be expressed in United States dollars].

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect

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<PAGE> 39

the Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at
or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

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. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

SECTION 304. 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

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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 one or more definitive Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer
and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee 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
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company 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 Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the 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

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<PAGE> 41

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
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or
(B) 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.

The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary
or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this
Indenture.

(2) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling

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or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act,
(B) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as
have been specified for this purpose as contemplated by Section 301.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such
Global Security shall direct.

(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such
Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

SECTION 306. Mutilated, Destroyed, Lost and 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.

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 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.

In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the

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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 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, 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.

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

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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 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, 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 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the

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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 any premium and (subject to Section 307) any interest 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 309. Cancellation.

All Securities surrendered for payment, redemption, 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 may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, 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. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, 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 401. 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,

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<PAGE> 46

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 306 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 1003) 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 money (either in United States
dollars or such other currency or currency units in which the
Securities of any series may be payable) in an amount
sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium 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

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(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.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 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 402
and the last paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 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 its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with
the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means 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

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<PAGE> 48

(2) default in the payment of the principal of or any premium
on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; 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 60 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 10% 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 any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar 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 its property, or
ordering the winding up or liquidation of its affairs, 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 60 consecutive
days; or

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

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

(7) a default under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company (including
a default with respect to Securities of any series other than that
series), or under any mortgage, indenture or instrument (including
this Indenture) under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by the
Company or any consolidated Subsidiary, whether such indebtedness now
exists or shall hereafter be created, which default shall have
resulted in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise have become due
and payable, without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within a period of 10
days after there shall have 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 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or
cause such acceleration to be rescinded or annulled, and stating that
such notice is a "Notice of Default" hereunder; or

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default
specified in Section 501(5) or 501(6)) 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 of all
the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) 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. If an Event of Default
specified in Section 501(5) or 501(6) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, 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

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Company and the Trustee, may 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) any
Securities of that series which have become due otherwise than
by such declaration of acceleration and any interest thereon
at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, 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 513.

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

SECTION 503. Collection of Indebtedness and Suits for En-
forcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

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the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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 607.

No provision of this Indenture 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

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to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 505. 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 506. Application of Money Collected.

Any money 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 on account of principal
or any premium or interest, 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 607; and

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

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise,

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with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless

(1) such Holder has 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 have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-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 benefit of all of such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest and to Convert.

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 any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with the provisions
in the form of Security of any particular series pursuant to Section 301(9) and
to institute suit for the

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enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

SECTION 509. 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 510. 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 306, 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 511. 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.

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SECTION 512. Control by Holders.

The Holders of a majority in 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 that

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

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

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in 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 any premium or
interest 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; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

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, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to

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authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

SECTION 515. Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiving of all Events of Default and after the curing
or waiving of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred, has not been waived and
is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent actions, its own negligent
failure to act or its own wilful misconduct, except that

(a) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default which may have
occurred;

(i) the duties and obligations of the Trustee
shall be determined solely by the express provisions

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of this Indenture, and the Trustee shall not be liable except
for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture
against the Trustee; and

(ii) in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such
statements, certificates or opinions which by any provision
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements
of this Indenture;

(b) the Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer or responsible officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a majority in
principal amount of the Securities at the time outstanding relating to
the time, method and place of conducting a proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

This Section is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act.

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SECTION 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of
any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by Section 315(b) of the
Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(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 with respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) 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 or other
paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(2) 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 shall be sufficiently
evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved 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;

(4) 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;

(5) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this

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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;

(6) 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, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or
attorney; and

(7) 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.

SECTION 604. Not Responsible for Recitals or Issuance of Secu-
rities.

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 neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, 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
Sections 608 and 613, may otherwise deal with the Company with the same rights

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it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
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.

As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities.

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SECTION 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder, which may be
Trustee hereunder for Securities of one or more other series. Each Trustee
shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000 and has
its Corporate Trust Office in the Borough of Manhattan, The City of New York.
If any such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of its supervising or examining authority, then
for the purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person 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 with respect to the
Securities of any series 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 this Article.

SECTION 610. Resignation and Removal; Appointment of Succes-
sor.

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 611.

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. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition

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any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

The Trustee may be removed 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
and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 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 609
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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, 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.

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 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the

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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 611, 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 611, 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.

The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
106. Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

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, 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.

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

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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.

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 the first or second preceding paragraph, as the case may be.

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.

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SECTION 612. 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.

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the

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United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
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 Authenticating Agent
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 an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to

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be reimbursed for such payments, subject to the provisions of Section 607.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

CONTINENTAL BANK

As Trustee

By
-----------------------------------
As Authenticating Agent

By
-----------------------------------
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(1) semi-annually, not later than _______ and ________in each
year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of each series as
of the preceding ______ or ______ as the case may be, and

(2) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

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SECTION 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

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 agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than ______ in each
calendar year, commencing in ______.

A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in

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the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a
corporation, partnership or trust, shall be organized and validly
existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture
on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company
or any Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have
happened and be continuing; and

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(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(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

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are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Events of Default for the benefit
of the Holders of all or any series of Securities (and if such
additional Events of Default are to be for the benefit of less than
all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such
series); or

(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 bearer form, registrable or not
registrable as to principal, and with or without interest coupons, or
to permit or facilitate the issuance of Securities in uncertificated
form; or

(5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit
of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(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 611; or

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

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(10) to make provision with respect to the conversion rights
of Holders, including providing for the conversion of the Securities
into any security or securities of the Company.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority 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 enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this 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, without the consent of the Holder of
each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon (including
any change in the index, indices or formula pursuant to which such
rate is determined that would reduce such rate for any period) or any
premium payable upon the redemption thereof, or reduce the amount of
the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which,
any Security or any premium or interest thereon is payable, 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,
on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

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(3) modify any of the provisions of this Section, Section 513
or Section 1008, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(8).

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.

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 903. 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 (subject to Section 601) 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 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

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SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

SECTION 906. 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 authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. 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 the principal of and
any premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.

SECTION 1002. 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 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 prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the

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address thereof,such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

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 1003. 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 any premium or interest 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 and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

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 any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, 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) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of

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that series, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such Paying Agent for payment in respect of
the Securities of that series.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, 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.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, 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 published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, a
written statement signed by the Chairman of the Board, a Vice Chairman, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Controller or an Assistant Controller of the Company, stating whether or not to
the best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default,

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specifying all such defaults and the nature and status thereof of which they
may have knowledge.

SECTION 1005. Existence.

Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. Maintenance of Properties.

The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary
or upon the income, profits or property of the Company or any Subsidiary, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

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SECTION 1008. Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
301(19), 901(2) or 901(7) for the benefit of the Holders of such series, if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

SECTION 1009. Limitation on Liens.

So long as any of the Securities of any series shall be
Outstanding, the Company will not create or assume, and will not permit any
Restricted Subsidiary to create or assume, any notes, bonds, debentures or
other similar evidences of Indebtedness secured by any mortgage, pledge,
security interest or lien (any such mortgage, pledge, security interest or lien
being hereinafter referred to as a "Mortgage" or "Mortgages") of or upon any
Principal Property owned by the Company or by any Restricted Subsidiary or on
shares of capital stock or evidence of Indebtedness of any Restricted
Subsidiary, whether owned at the date of this Indenture or thereafter acquired,
without making effective provision, and the Company in such case will make or
cause to be made effective provision, whereby all Securities of each series
(together with, if the Company shall so determine, any other Indebtedness of
the Company or such Restricted Subsidiary, whether then existing or thereafter
created which is not subordinated to the Securities) shall be secured by such a
Mortgage equally and ratably with (or prior to) any and all other Indebtedness
thereby secured, so long as such Indebtedness shall be so secured; provided,
however, that the foregoing shall not apply to any of the following:

(1) Mortgages on any Principal Property, shares of stock
or Indebtedness of any corporation existing at the time such corporation
becomes a Subsidiary;

(2) Mortgages on any Principal Property, shares of stock
or Indebtedness acquired, constructed or improved by the

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Company or any Restricted Subsidiary after the date of this Indenture which are
created or assumed prior to, or contemporaneously with, such acquisition,
construction or improvement or within 365 days after the acquisition,
completion of construction or improvement or commencement of commercial
operation of such property, to secure or provide for the payment of all or any
part of the purchase price or the cost of such construction or improvement
thereof, or, in addition to Mortgages contemplated by clause (3) below,
Mortgages on any Principal Property, shares of stock or Indebtedness existing
at the time of acquisition thereof (including acquisition through merger or
consolidation) existing at the time of acquisition thereof;

(3) Mortgages on any Principal Property or shares of
stock or Indebtedness acquired from a corporation which is merged with or into
the Company or a Restricted Subsidiary;

(4) Mortgages on any Principal Property, shares of stock
or Indebtedness to secure Indebtedness to the Company or to a Restricted
Subsidiary;

(5) Mortgages on any Principal Property, shares of stock
or Indebtedness in favor of the United States of America or any State thereof
or The Commonwealth of Puerto Rico, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State thereof or The Commonwealth of Puerto Rico, to secure partial, progress,
advance or other payments, or to secure any Indebtedness incurred for the
purpose of financing all or any part of the cost of acquiring, constructing or
improving any Principal Property, shares of stock or Indebtedness subject to
such Mortgages (including Mortgages incurred in connection with pollution
control, industrial revenue, Title XI maritime financings or similar
financings), or other Mortgages in connection with the issuance of tax-exempt
industrial revenue bonds;

(6) Mortgages existing as of the date of this Indenture;

(7) Mortgages for taxes, assessments or other government
charges, the validity of which is being contested in good faith by appropriate
proceedings and materialmen's, mechanics' and other like Mortgages, or deposits
to obtain the release of such Mortgages;

(8) Mortgages created or deposits made to secure the
payment of workers' compensation claims or the performance of, or in connection
with, tenders, bids, leases, public or statutory obligations, surety and appeal
bonds, contracts, performance and return-of-money bonds or to secure (or in
lieu of)

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surety or appeal bonds and Mortgages made in the ordinary course of business
for similar purposes; and

(9) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Mortgage
referred to in the foregoing clauses (1) to (8), inclusive; provided, however,
that such extension, renewal or replacement shall be limited to all or a part
of the property, shares of stock or Indebtedness which secured the Mortgage so
extended, renewed or replaced (plus improvements on such property).

Notwithstanding the foregoing, the Company or any Restricted
Subsidiary may create or assume Mortgages in addition to those permitted by the
immediately preceding paragraph, and renew, extend or create such Mortgages,
provided, that at the time of such creation, assumption, renewal or
replacement, and after giving effect thereto, the aggregate amount of all
Indebtedness so secured by such a Mortgage as provided above (not including
Indebtedness excluded as provided in clauses (1) through (9) of the immediately
preceding paragraph), plus all Attributable Debt of the Company and its
Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (defined
in Section 1010 below) which would not be permitted by either clause (1) or (2)
of the first paragraph under Section 1010 below, would not exceed 20% of
Consolidated Assets.

SECTION 1010. Limitation on Sale and Lease-Back.

So long as any of the Securities of any series shall be
Outstanding, the Company will not, nor will it permit any Restricted Subsidiary
to, enter into any arrangement with any Person (other than the Company or any
Restricted Subsidiary) providing for the leasing by the Company or a Restricted
Subsidiary of any Principal Property owned by the Company or such Restricted
Subsidiary (except for leases for a term of not more than three years), which
property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person on the security of such Principal Property
more than 365 days after the acquisition thereof or the completion of
construction and commencement of full operation thereof (herein referred to as
a "Sale and Lease-Back Transaction"), unless either (1) the Company or such
Restricted Subsidiary would be entitled pursuant to such covenant to incur
Indebtedness secured by a Mortgage on the Principal Property to be leased back
equal in amount to the Attributable Debt with respect to such Sale and
Lease-Back Transaction without equally and ratably securing the Securities of
such series, or (2) the Company shall, and in any such case the Company
covenants that it will, apply or cause to be applied an amount equal to the

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greater of the net proceeds or the fair value (as determined by the Board of
Directors) of the property so sold to the purchase of Principal Property or to
the retirement (other than any mandatory retirement), within 365 days of the
effective date of any such Sale and Lease-Back Transaction, of Securities or
other Funded Indebtedness; provided, however, that any such retirement of
Securities shall be made in accordance with this Indenture; and provided,
further, that the amount to be applied to such retirement of Securities or
other Funded Indebtedness shall be reduced by an amount equal to the sum of (A)
an amount equal to the principal amount of any Securities delivered within 365
days after the effective date of such Sale and Lease-Back Transaction to the
Trustee for retirement and cancellation, and (B) the principal amount of other
Funded Indebtedness voluntarily retired by the Company within such 365-day
period, excluding in each case retirements pursuant to mandatory sinking fund
or prepayment provisions and payments at Maturity.

Notwithstanding the foregoing,

(i) the Company or any Restricted Subsidiary may
enter into Sale and Lease-Back Transactions in addition to any
permitted by the immediately preceding paragraph and without any
obligation to retire any Securities or other Indebtedness; provided,
that at the time of entering into such Sale and Lease-Back Transaction
and after giving effect thereto, Attributable Debt resulting from such
Sale and Lease-Back Transaction, plus the aggregate amount of all
Indebtedness secured by a Mortgage (not including Indebtedness
excluded as provided in clauses (1) through (9) under Section 1009
above), does not exceed 20% of Consolidated Assets; and

(ii) the Company or any Restricted Subsidiary may,
at any time, enter into a Sale and Lease-Back Transaction with respect
to any or all of the following properties: its plant located in
Mooresville, Indiana and its Precision Forged Products Division
facilities located in Gallipolis, Ohio; Plymouth, Michigan; and
Romulus, Michigan.

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ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. 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 301 for such Securities) in
accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election
of the Company of less than all the Securities of any series (including any
such redemption affecting only a single Security), the Company shall, at least
60 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, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. 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 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 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 the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for

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such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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 1104. Notice of Redemption.

Notice of redemption shall be given 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
consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any
series

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consisting of a single Security are to be redeemed, the principal
amount of the particular Security 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 each such Security is to be
surrendered for payment of the Redemption Price, and

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

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price.

Prior to 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 1003) 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 1106. 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, unless
otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close

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of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

SECTION 1107. 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 and of like tenor, 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

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by
the terms of any Securities 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 such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section
1202. Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.

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SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
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 any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall
be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than ___ days prior to each sinking fund payment date
for any Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, 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 and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than ___ days prior to 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 1103 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 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.

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ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have
Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 301 as being
defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall
be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities.

SECTION 1302. Defeasance and Discharge.

Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities 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), subject to the following which
shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities
when payments are due, (2) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option
(if any) to have this Section applied to any Securities notwithstanding the
prior exercise of its option (if any) to have Section 1303 applied to such
Securities.

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SECTION 1303. Covenant Defeasance.

Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be, (1) the Company shall be released from its obligations under Sections
1006 and 1007 (and any other Sections or covenants applicable to such
Securities that are determined pursuant to Section 301 to be subject to this
provision), and any covenants provided pursuant to Section 301(19), 901(2) or
901(7) for the benefit of the Holders of such Securities and (2) the occurrence
of any event specified in Sections 501(4) (with respect to Sections 1006 and
1007 (and any other Sections or covenants applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision), and
any such covenants provided pursuant to Section 301(19), 901(2) or 901(7)) and
501(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, 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 specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of
Section 1302 or Section 1303 to any Securities or any series of Securities, as
the case may be:

(1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the
provisions of this Article 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 benefits of the Holders
of such Securities, (A) in the case of Securities of such series
denominated in U.S. dollars, (i) money in an amount, or (ii) U.S.
Government Obligations that through the scheduled payment of principal
and interest in respect thereof in accordance with their terms

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will provide, not later than one day before the due date of any
payment, money in an amount, or (iii) a combination thereof, in each
case 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 any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on
such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein,
"U.S. Government Obligation" means (x) any security that is (i) a
direct obligation of the United States of America for the payment of
which the full faith and credit of the United States of America is
pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option
of the issuer thereof, and (y) any depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act) as custodian
with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder
of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so
specified and held, 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 depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation
or the specific payment of principal or interest evidenced by such
depositary receipt or (B) in the case of Securities of such series
denominated in a currency other than the U.S. dollar, (i) money in
such currency in an amount, or (ii) Foreign Government Obligations
that 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 such
currency in an amount, or (iii) a combination thereof, in each case
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 any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on
the Securities of such series on the respective Stated Maturities, in
accordance with the

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terms of this Indenture and the Securities of such series. As used
herein, "Foreign Government Obligation" means (x) any security that is
(i) a direct obligation of the government that issued such currency
for the payment of which full faith and credit of such government is
pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality for such government the
payment of which is unconditionally guaranteed as a full faith and
credit obligation by such government, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to
any Foreign Government Obligation which is specified in Clause (x) and
held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or
interest on any such Foreign Government Obligation which is so
specified and held, 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 depositary receipt from any amount
received by the custodian in respect of the Foreign Government
Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

(2) In the event of an election to have Section 1302 apply to
any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the
date of this instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit, Defeasance and
discharge were not to occur.

(3) In the event of an election to have Section 1303 apply to
any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion Of Counsel to
the effect that the Holders of such Securities will not recognize gain
or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such

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Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an
Officer's Certificate to the effect that neither such Securities nor
any other Securities of the same series, if then listed on any
securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities
or any other Securities shall have occurred and be continuing at the
time of such deposit or, with regard to any such event specified in
Sections 501(5) and (6), at any time on or prior to the 90th day after
the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming all Securities are in default within the
meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result
in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it
is bound.

(8) Such Defeasance or Covenant Defeasance shall not result
in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act unless such
trust shall be registered under such Act or exempt from registration
thereunder.

(9) The Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.

SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in
Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations or Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely

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for purposes of this Section and Section 1306, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 1304
in respect of any Securities 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 such 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 any premium and interest, but money so held in trust
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 or Foreign Government Obligations deposited pursuant to Section
1304 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
Outstanding Securities.

Anything in this Article 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 1304 with respect to any Securities that, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

SECTION 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such

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reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

-------------------------

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

FEDERAL-MOGUL CORPORATION

By
--------------------------------------

Attest:

- ---------------------------------

CONTINENTAL BANK
as Trustee

By
-------------------------------------

Attest:

- ---------------------------------

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<PAGE> 94
STATE OF )
) ss.:
COUNTY OF )

On the ____ day of ____________________, 1994, before me
personally came ______________, to me known, who, being by me duly sworn, did
depose and say that he/she is __________________ of Federal-Mogul Corporation,
one of the corporations described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he/she signed
his/her name thereto by like authority.

----------------------------------------

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of ____________________, 1994, before me
personally came ______________, to me known, who, being by me duly sworn, did
depose and say that he/she is __________________ of Continental Bank, National
Association, one of the corporations described in and which executed the
foregoing instrument; that he/she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that he/she
signed his/her name thereto by like authority.

----------------------------------------

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<PAGE> 1
EXHIBIT 5.1

[Federal-Mogul Corporation Letterhead]

July 25, 1994

Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034

Ladies and Gentlemen:

This opinion is delivered in connection with the Registration Statement
on Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act")
for the registration of the sale by Federal-Mogul Corporation (the "Company"),
from time to time, of up to $100,000,000 maximum aggregate initial offering
price of Debt Securities, Preferred Stock, without par value ("Preferred
Stock"), depositary shares representing fractional interests in shares of
Preferred Stock ("Depositary Shares"), Common Stock, without par value,
including the Preferred Stock Purchase Rights attached thereto ("Common Stock"),
warrants to purchase Debt Securities ("Debt Warrants") or other types of
warrants to purchase Securities ("Other Warrants" together with the Debt
Warrants, the "Warrants"). The Debt Securities, the Preferred Stock, the
Depositary Shares, the Common Stock, and the Warrants are hereinafter referred
to collectively as the "Securities". Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Registration Statement.

The Debt Securities will constitute either senior or subordinated debt
of the Company and will be issued under, in the case of the senior Debt
Securities, an indenture to be between the Company and Continental Bank,
as trustee (the "Senior Debt Indenture"), and in the case of the subordinated
Debt Securities, an indenture to be between the Company and Continental Bank,
as trustee (the "Subordinated Debt Indenture"). The Senior Debt Indenture and
the Subordinated Debt Indenture are hereinafter referred to collectively as
the "Indentures".

Depositary Shares will be deposited under a Deposit Agreement between
the Company and a bank or trust company and evidenced by Depositary Receipts.

Debt Warrants and Other Warrants will be issued either independently or
together with other Securities and will
<PAGE> 2
Federal-Mogul Corporation
July 25, 1994
Page 2

be issued pursuant to a Warrant Agreement between the Company and a bank or
trust company as Warrant Agent.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials, and other instruments as I have deemed necessary or advisable
for purposes of this opinion.
Based upon the foregoing, I am of the opinion that, except as limited
by (i) in the case of paragraphs 1 and 5, bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, (ii) in the case of paragraphs 1 and
5, general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law), (iii) in the case of paragraph
1, requirements that a claim with respect to any Debt Securities denominated
other than in United States dollars (or a judgement denominated other than in
United States dollars with respect of such a claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law, and (iv) in the case of paragraphs 1 and 5, governmental
authority to limit, delay, or prohibit the making of payments outside the
United States or in foreign currency or composite currency:
1. When the specific terms of a particular Debt Security
(including any Debt Security duly issued upon a conversion for any
other Debt Securities, the conversion or the exchange of any Preferred
Stock or upon exercise of any Warrants) and its issuance and sale have
been duly established in accordance with the Senior Indenture or the
Subordinated Indenture, as the case may be, and such Debt Security has
been duly executed and authenticated in accordance with the Senior
Indenture or Subordinated Indenture, as the case may be, and duly
issued and sold as contemplated by the Registration Statement and
applicable Prospectus Supplement or upon exchange, conversion or
exercise in accordance with the terms of any other Security that has
been validly issued, paid for and delivered, such Debt Security will
constitute the valid and binding obligation of the Company.
2. Upon designation of the preferences and relative,
participating, optional and other special rights, and qualifications,
limitations or restrictions, of any series of Preferred Stock (including
<PAGE> 3
Federal-Mogul Corporation
July 25, 1994
Page 3

Preferred Stock duly issued upon conversion of any Debt Securities or
the conversion or exhange of any other Preferred Stock or upon
exercise of any Warrants) establishing terms for issuance and sale of
such Preferred Stock in conformity with the Company's Second Amended
and Restated Articles of Incorporation (the "Articles"), and upon
proper filing as required by the Michigan Business Corporation Act of a
Certificate of Designations relating to such series of Preferred Stock,
and when such shares of Preferred Stock are issued and sold as
contemplated by the Registration Statement and applicable Prospectus
Supplement or upon exchange, conversion or exercise in accordance with
the terms of any other Security that has been validly issued, paid for
and delivered, shares of such series of Preferred Stock will be validly
issued, fully paid and nonassessable.

3. When the terms of Depositary Shares evidenced by Depositary
Receipts are duly established and such Depositary Shares are
issued and sold, in each case, in accordance with the terms of the
Deposit Agreement against the deposit of validly issued, fully paid and
nonassessable shares of Preferred Stock, and when the Depositary
Shares as evidenced by Depositary Receipts are issued and sold as
contemplated by the Registration Statement and applicable Prospectus
Supplement, such Depositary Shares will entitle the persons in whose
names the Depositary Receipts evidencing such Depositary Shares are
registered to the rights specified therein and in the Deposit
Agreement.

4. When the terms of issuance and sale of such Common Stock (including
any Common Stock duly issued upon a conversion of any Debt
Securities or the conversion or exchange of any Preferred Stock, or
upon exercise of any Warrants) have been duly established in conformity
with the Company's Articles, and when such shares of Common Stock are
issued and sold as contemplated by the Registration Statement and
applicable Prospectus Supplement or upon exchange, conversion or
exercise in accordance with the terms of any other Security that has
been validly issued, paid for and delivered, such shares of Common
Stock will be validly issued, fully paid and nonassessable.

<PAGE> 4
Federal-Mogul Corporation
July 25, 1994
Page 4

5. When the specific terms of a particular Warrant have been duly
established in conformity with the Warrant Agreement and such Warrant
has been duly executed and countersigned in accordance with the
Warrant Agreement and issued and sold in the applicable form to be
filed as an exhibit to the Registration Statement and as contemplated
by the Registration Statement and applicable Prospectus Supplement,
such Warrant will constitute the valid and binding obligation of the
Company.

In connection with my opinions expressed above, I have assumed that, at
or prior to the time of the delivery of any such Security, (i) the Board of
Directors, themselves or as so delegated, shall not have modified or rescinded
the duly authorized issuance and sale of such Security, (ii) the Registration
Statement shall have been declared effective and such effectiveness shall not
have been terminated or rescinded, (iii) with respect to paragraph 1, the
applicable Indentures shall have been duly authorized, executed and delivered
by the Company and the applicable Trustee, (iv) with respect to paragraph 3,
the applicable Deposit Agreement relating to the Depositary Shares shall have
been duly authorized, executed and delivered by the Company, (v) with respect
to paragraph 5, the Warrant Agreement relating to the Warrants to be filed as
an exhibit to the Registration Statement shall have been duly authorized,
executed and delivered by the Company, and (vi) there will not have occurred
any change in law affecting the validity or enforceability of such Security. I
have also assumed that none of the terms of any Security to be established
subsequent to the date hereof nor the issuance and sale of such Security, nor
the compliance by the Company with the terms of such Security, will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.

I am a member of the Bar of the State of Michigan, and the foregoing
opinion is limited to the laws of the State of Michigan, and the federal laws
of the United States of America. In rendering my opinions, I have relied as to
matters of New York law upon the opinion of Wachtell, Lipton, Rosen & Katz
dated as of the date hereof.

I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement of the Company relating
<PAGE> 5
Federal-Mogul Corporation
July 25, 1994
Page 5

to the Securities and to the reference to my name in the Prospectus contained
therein. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ George N. Bashara, Jr.

<PAGE> 1
EXHIBIT 5.2

[WLRK Letterhead]

July 25, 1994

Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034

Ladies and Gentlemen:

This opinion is delivered in connection with the Registration Statement
on Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act")
for the registration of the sale by Federal-Mogul Corporation (the "Company"),
from time to time, of up to $100,000,000 maximum aggregate initial offering
price of Debt Securities, Preferred Stock, without par value ("Preferred
Stock"), depositary shares representing fractional interests in shares of
Preferred Stock ("Depositary Shares"), Common Stock, without par value,
including the Preferred Stock Purchase Rights attached thereto ("Common
Stock"), warrants to purchase Debt Securities ("Debt Warrants") or other types
of warrants to purchase Securities ("Other Warrants" together with the Debt
Warrants, the "Warrants"). The Debt Securities, the Preferred Stock, the
Depositary Shares, the Common Stock, and the Warrants are hereinafter referred
to collectively as the "Securities". Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Registration Statement.

<PAGE> 2
Federal-Mogul Corporation
July 25, 1994
Page 2

the subordinated Debt Securities, an indenture to be between the Company and
Continental Bank, as trustee (the "Subordinated Debt
Indenture"). The Senior Debt Indenture and the Subordinated Debt Indenture are
hereinafter referred to collectively as the "Indentures".

Depositary Shares will be deposited under a Deposit Agreement between
the Company and a bank or trust company and evidenced by Depositary Receipts.

Debt Warrants and Other Warrants will be issued either independently or
together with other Securities and will be issued pursuant to a Warrant
Agreement between the Company and a bank or trust company as Warrant Agent.

We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials, and other instruments as we have deemed necessary or
advisable for purposes of this opinion.

Based upon the foregoing, we are of the opinion that, except as limited
by (i) in the case of paragraphs 1 and 3, bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, (ii) in the case of paragraphs 1 and
3, general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law), (iii) in the case of paragraph
1, requirements that a claim with respect to any Debt Securities denominated
other than in United States dollars (or a judgement denominated other than in
United States dollars with respect of such a claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law, and (iv) in the case of paragraphs 1 and 3, governmental
authority to limit, delay, or prohibit the making of payments outside the
United States or in foreign currency or composite currency:

1. When the specific terms of a particular Debt Security
(including any Debt Security duly issued upon a conversion for any
other Debt Securities, the conversion or exchange of any shares of
Preferred Stock or upon exercise of any Warrants) and its issuance and
sale have been duly established in accordance with the Senior
Indenture or the Subordinated Indenture, as the case may be, and such
Debt Security has been duly executed and authenticated in accordance
with the Senior Indenture or Subordinated

<PAGE> 3
Federal-Mogul Corporation
July 25, 1994
Page 3

Indenture, as the case may be, and duly issued and sold as
contemplated by the Registration Statement and applicable Prospectus
Supplement or upon exchange, conversion or exercise in accordance with
the terms of any other Security that has been validly issued, paid for
and delivered, such Debt Security will constitute the valid and
binding obligation of the Company.

2. When the terms of Depositary Shares evidenced by Depositary
Receipts are duly established and such Depositary Shares are issued
and sold, in each case, in accordance with the terms of the Deposit
Agreement against the deposit of validly issued, fully paid and
nonassessable shares of Preferred Stock, and when the Depositary
Shares as evidenced by Depositary Receipts are issued and sold as
contemplated by the Registration Statement and applicable Prospectus
Supplement, such Depositary Shares will entitle the persons in whose
names the Depositary Receipts evidencing such Depositary Shares are
registered to the rights specified therein and in the Deposit
Agreement.

3. When the specific terms of a particular Warrant have been duly
established in conformity with the Warrant Agreement and such Warrant
has been duly executed and countersigned in accordance with the
Warrant Agreement and issued and sold in the applicable form to be
filed as an exhibit to the Registration Statement and as
contemplated by the Registration Statement and applicable Prospectus
Supplement, such Warrant will constitute the valid and binding
obligation of the Company.

In connection with the opinions expressed above, we have assumed with
your consent that, at or prior to the time of the delivery of any such
Security, (i) the Board of Directors, themselves or as so delegated, shall not
have modified or rescinded the duly authorized issuance and sale of such
Security, (ii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded, (iii) with
respect to paragraph 1, the applicable Trustee and the applicable Indentures
shall have been qualified under the Trust Indenture Act of 1939, as amended,
(iv) with respect to paragraphs 1 to 3, the Company (a) shall have full
<PAGE> 4
Federal-Mogul Corporation
July 25, 1994
Page 4

power and authority to execute, deliver and perform the obligations set forth
in the applicable documents, (b) the applicable documents shall have been duly
authorized, executed and delivered by the Company and (c) the execution and
delivery of the applicable documents and the performance by the Company of its
obligations thereunder shall not have violated, breached or otherwise given
rise to a default under the terms or provisions of its charter documents and
bylaws or of any material contract, commitment or other obligation to which the
Company is a party and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
and (v) there will not have occurred any change in law affecting the validity
or enforceability of such Security. We have also assumed that none of the
terms of any Security to be established subsequent to the date hereof nor the
issuance and sale of such Security, nor the compliance by the Company with the
terms of such Security, will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company.
We are members of the Bar of the State of New York, and the foregoing
opinion is limited to the laws of the State of New York, and the federal laws
of the United States of America.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement of the Company relating to the Securities and to the
reference to our name in the Prospectus contained therein. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

<PAGE> 1
EXHIBIT 12.1

EXHIBIT 12.1-STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 YEARS ENDED DECEMBER 31
------------------ -----------------------------------------------
1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest expense $ 9,363 $25,902 $27,234 $27,873 $15,731 $13,297
Interest capitalized 400 912 495 0 0 0
Amortization of debt expense 502 1,183 331 194 161 160
Portion of rent expense
representative of interest 3,512 7,211 5,900 5,733 5,567 5,467
------- ------- ------- ------- ------- -------
TOTAL FIXED CHARGES $13,777 $35,208 $33,960 $33,800 $21,459 $18,924
======= ======= ======= ======= ======= =======
Earnings
Income from continuing
operations before tax $57,095 $57,600 $9,000 ($18,700) $ 7,000 $58,200
Loss from equity method investee 0 900 425 125 278 100
Fixed charges per above 13,777 35,208 33,960 33,800 21,459 18,924
Less interest capit. during period (400) (912) (495) 0 0 0
------- ------- ------- ------- ------- -------
TOTAL EARNINGS $70,472 $92,796 $42,890 $15,225 $28,737 $77,224
======= ======= ======= ======= ======= =======
RATIO OF EARNINGS TO
FIXED CHARGES 5.12 2.64 1.26 (A) 1.34 4.08
======= ======= ======= ======= ======= =======
</TABLE>

(A) Earnings of $15.2 million in 1991 included a special charge of
$25.0, and as such were less than 1991 fixed charges of $33.8
million.

<PAGE> 1
EXHIBIT 12.2

EXHIBIT 12.2-STATEMENT RE RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
Six Months Ended
June 30 Years Ended December 31
------------------ -----------------------------------------------
1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest expense $ 9,363 $25,902 $27,234 $27,873 $15,731 $13,297
Interest capitalized 400 912 495 0 0 0
Amortization of debt expense 502 1,183 331 194 161 160
Preferred dividends on pretax basis 7,236 13,428 7,955 4,800 4,800 4,200
Portion of rent expense
representative of interest 3,512 7,211 5,900 5,733 5,567 5,467
------- ------- ------- ------- ------- -------
TOTAL FIXED CHARGES $21,013 $48,636 $41,915 $38,600 $26,259 $23,124

Earnings
Income from continuing
operations before tax $57,095 $ 57,600 $ 9,000 ($18,700) $ 7,000 $58,200
Loss from equity method investee 0 900 425 125 278 100
Fixed charges per above 21,013 48,636 41,915 38,600 26,259 23,124
Less interest capit. during period (400) (912) (495) 0 0 0
------- -------- ------- ------- ------- -------
TOTAL EARNINGS $77,708 $106,224 $50,845 $20,025 $33,537 $81,424
======= ======= ======= ======= ======= =======
RATIO OF EARNINGS TO
FIXED CHARGES 3.70 2.18 1.21 (A) 1.28 3.52
======= ======= ======= ======= ======= =======
</TABLE>

(A) Earnings of $20.0 million in 1991 included a special charge of
$25.0, and as such were less than 1991 fixed charges of $38.6
million.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent
Auditors" in the Registration Statement on Form S-3 and the related combined
Prospectus of Federal-Mogul Corporation for the registration of $100,000,000 of
debt securities, preferred stock, depository shares, common stock and warrants,
and to the incorporation by reference therein of our report dated February 8,
1994, with respect to the consolidated financial statements and schedules of
Federal-Mogul Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.

ERNST & YOUNG

Detroit, Michigan
July 20, 1994

<PAGE> 1
Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 29, 1993,
included in Federal-Mogul Corporation's Form 8-K, dated November 10, 1993, as
amended by Form 8-K/A, dated February 11, 1994, and to all references to our
Firm included in this registration statement.

ARTHUR ANDERSEN & CO.

Chicago, Illinois
July 20, 1994

<PAGE> 1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)

----------------

CONTINENTAL BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

36-0947896
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

231 SOUTH LASALLE STREET, CHICAGO, 60697
ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)

----------------

FEDERAL-MOGUL CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

MICHIGAN 38-0533580
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

26555 NORTHWESTERN HIGHWAY 48034
SOUTHFIELD, MICHIGAN (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)

SENIOR DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.

Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois.

Chicago Clearing House Association, 164 W. Jackson Boulevard,
Chicago, Illinois.

Federal Deposit Insurance Corporation, Washington, D.C.

The Board of Governors of the Federal Reserve System, Washington,
D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE:

AS OF JULY 21, 1994

<TABLE>
<CAPTION>
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------
<S> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING
INFORMATION:

(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.

Not applicable by virtue of response to Item 13.

(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.

Not applicable by virtue of response to Item 13.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR,
IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE
OF EACH SUCH CONNECTION.

Not applicable by virtue of response to Item 13.

1
<PAGE> 3

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.

AS OF JULY 21, 1994

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.

AS OF JULY 21, 1994

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE:

AS OF JULY 21, 1994

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE
SECURITIES
ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
- -------------- ------------ ---------------------------- ---------------------
<S> <C> <C> <C>

</TABLE>

Not applicable by virtue of response to Item 13.

2
<PAGE> 4

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.

AS OF JULY 21, 1994

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
- ------------------ ----------- --------------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH
PERSON.

AS OF JULY 21, 1994

Not applicable by virtue of response to Item 13.

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES
OF SUCH PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.

AS OF JULY 21, 1994

Not applicable by virtue of response to Item 13.

3
<PAGE> 5

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

AS OF JULY 21, 1994

<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ---------------------- ------------------ --------
<S> <C> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 13. DEFAULTS BY THE OBLIGOR.

(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There is not nor has there been a default with respect to the
securities under this indenture.

(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE
INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There is not nor has there been a default with respect to securities
outstanding under this indenture. The trustee is not a trustee under
another indenture under which other securities of the obligor are
outstanding.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

Not applicable by virtue of response to Item 13.

ITEM 15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the Articles of Association of Continental Bank, as now in
effect, incorporated herein by reference to Exhibit 1 to T-1; Registration
No. 33-81660.

2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-
81660.

3. A copy of the authorization to exercise corporate trust powers,
incorporated herein by reference to Exhibit 3 of Amendment No. 1 to T-1;
Registration No. 33-81660.

4. A copy of the existing By-laws of Continental Bank, as now in effect,
incorporated herein by reference to Exhibit 4 to T-1; Registration
No. 33-81660.

5. Not applicable.

4
<PAGE> 6

6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of
Amendment No. 1 to T-1; Registration No. 33-81660.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.

8. Not applicable.

9. Not applicable.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, CONTINENTAL BANK, AN ILLINOIS BANKING CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS,
ON THE 21ST DAY OF JULY, 1994.

CONTINENTAL BANK, NATIONAL
ASSOCIATION

/s/ J. W. PORTER
By
-----------------------------------
J. W. Porter
Vice President

5
<PAGE> 7
EXHIBIT 7
(OFFICIAL PUBLICATION)
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF THE

(LOGO) CONTINENTAL BANK, NATIONAL ASSOCIATION

Charter No. 13639 National Bank Region No. 7

In the state of Illinois at the close of business on March 31, 1994 published
in response to call made by Comptroller of the Currency, under title 12, United
States Code, Section 161.
<TABLE>
<CAPTION>
ASSETS In Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................. $ 1,786
Interest-bearing balances.......................................... 1,226
Securities:
Held-to-maturity securities........................................ 536
Available-for-sale securities...................................... 1,192
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold................................................. 727
Securities purchased under agreements to resell.................... 1,044
Loans and lease financing receivables:
Loans and leases, net of unearned income................ $11,917
LESS: Allowance for loan and lease losses............... 320
LESS: Allocated transfer risk reserve................... 0
Loans and leases, net of unearned income, allowance and reserve.... 11,597
Assets held in trading accounts...................................... 2,442
Premises and fixed assets (including capitalized leases)............. 228
Other real estate owned.............................................. 212
Investments in unconsolidated subsidiaries and associated companies.. 0
Customers' liability to this bank on acceptances outstanding......... 112
Intangible assets.................................................... 0
Other assets......................................................... 1,343
-------
TOTAL ASSETS....................................................... $22,445
=======
LIABILITIES
Deposits:
In domestic offices................................................ $ 8,874
Noninterest-bearing..................................... $2,560
Interest-bearing........................................ 6,314
In foreign offices, Edge and Agreement subsidiaries, and IBFs........ 4,504
Noninterest-bearing..................................... $ 13
Interest-bearing........................................ 4,491
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased............................................ 1,051
Securities sold under agreements to repurchase..................... 300
Demand notes issued to the U.S. Treasury............................. 1,296
Trading liabilities ................................................. 1,220
Other borrowed money:
With original maturity of one year or less......................... 1,534
With original maturity of more than one year....................... 37
Mortgage indebtedness and obligations under capitalized leases....... 0
Bank's liability on acceptances executed and outstanding............. 112
Subordinated notes and debentures ................................... 398
Other liabilities.................................................... 1,020
-------
TOTAL LIABILITIES.................................................. 20,346
-------
Limited-life preferred stock and related surplus..................... 0

EQUITY CAPITAL

Perpetual preferred stock and related surplus........................ 0
Common stock......................................................... 685
Surplus.............................................................. 827
Undivided profits and capital reserves............................... 598
Net unrealized gains (losses) on available-for-sale securities..... (6)
Cumulative foreign currency translation adjustments.................. (5)
-------
TOTAL EQUITY CAPITAL............................................... 2,099
-------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL $22,445
=======
</TABLE>
I, John J. Higgins, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
JOHN J. HIGGINS
-------------------
Controller
May 10, 1994