FEDERAL MOGUL CORP, 8-K, 1994-08-19

FEDERAL MOGUL CORP
8-K, 1994-08-19
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 12, 1994

Commission File Number: 1-1511

_____________________________________

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

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

26555 Northwestern Highway, Southfield, Michigan 48034
(Address of principal executive offices) (Zip Code)

Registrant's telephone number including area code: (810) 354-7700
<PAGE> 2
ITEM 5. Other Events.

On August 12, 1994, Federal-Mogul Corporation ("Corporation") commenced a
medium term note program to offer up to $200 million aggregate principal amount
of Federal-Mogul Corporation Medium Term Notes, Series A, pursuant to a shelf
registration statement on Form S-3, No. 33-54717.

ITEM 7. Financial Statements and Exhibits.

<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.12 Forms of Notes

4.13 Distribution Agreement dated August 12, 1994 among the Corporation, Lehman
Brothers, Inc. C S First Boston Corporation, Salomon Brothers Inc, and
Chemical Securities Inc. Re: U.S. $200,000,000 Federal-Mogul Corporation
Medium Term Notes, Series A

4.14 Indenture dated as of August 12, 1994 between the Corporation and
Continental Bank, as Trustee
</TABLE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

FEDERAL-MOGUL CORPORATION

By: /s/ George N. Bashara
-------------------------------
George N. Bashara, Jr.
Vice President, General Counsel
and Secretary

Dated as of August 19, 1994
<PAGE> 3
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Document
-------------- --------
<S> <C>
4.12 Forms of Notes

4.14 Indenture dated as of August 12, 1994 between the Corporation and
Continental Bank, as Trustee
</TABLE>

<PAGE> 1
EXHIBIT 4.12

CUSIP NO.

REGISTERED NO. FIXR. PRINCIPAL AMOUNT:

FEDERAL-MOGUL CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue

(Fixed Rate)

[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY -- 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 OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN
LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE
REVERSE HEREOF:

<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:

SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. AUTHORIZED DENOMINATIONS
DOLLARS (only applicable if Specified
Currency is other than U.S. dollars): (if Specified Currency is U.S. dollars):

[ ] Yes [ ] No $1,000 and any integral multiple
$1,000 in excess thereof

INDEXED CURRENCY:

</TABLE>

<PAGE> 2

<TABLE>
<S> <C> <C>
(if Specified Currency is other than U.S.
dollars):

CURRENCY DETERMINATION THIS SECURITY IS A:
AGENT:

[ ] Global Security

[ ] Certificated Security (only
applicable if Specified Currency is
other than U.S. dollars)
INTEREST PAYMENT DATES:

OPTIONAL REDEMPTION: INITIAL REDEMPTION DATE: REDEMPTION PRICE(S): Initially ___%
of Principal Amount and declining by
[ ] Yes [ ] No ___% of the Principal Amount on each
anniversary of the Initial Redemption
Date until the Redemption Price is
100% of the Principal Amount

OPTION TO ELECT REPAYMENT: OPTIONAL REPAYMENT DATE(S): OPTIONAL REPAYMENT PRICE(S):

[ ] Yes [ ] No

REPAYMENT PROVISIONS:

</TABLE>

If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:

ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a
SECURITY: percentage of aggregate principal amount):

[ ] Yes [ ] No

YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID: METHOD USED TO DETERMINE YIELD FOR
INITIAL ACCRUAL PERIOD:

[ ] Approximate [ ] Exact

</TABLE>

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<PAGE> 3
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 referred to on the reverse
hereof), for value received, hereby promises to pay to
__________________________ or registered assigns, the principal sum of
_____________________________ on the Stated Maturity shown above, and to pay
interest thereon from and including the Original Issue Date shown above or from
and including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the next succeeding Interest Payment Date.
Interest will be paid on the Interest Payment Dates shown above, commencing
with the first such Interest Payment Date next succeeding the Original Issue
Date shown above (except as provided below), at the rate per annum specified
above, until the principal hereof is paid or made available for payment, and
interest shall accrue on any overdue principal and on any overdue installment
of interest (to the extent that the payment of such interest shall be legally
enforceable) at the rate per annum in effect at the time such principal or
installment of interest, as the case may be, was due and payable. 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 Note (or one or more predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the May 31 or November 30 (whether or not a Business Day, as defined), as the
case may be, next preceding such Interest Payment Date; provided, however, that
interest payable at the Stated Maturity or upon earlier redemption or repayment
will be payable to the Person to whom principal shall be payable. Payments of
principal and interest on Notes for which payments of principal and interest
are made in equal installments over the life of the security ("Amortizing
Notes"), will be made either quarterly on each March 15, June 15, September 15
and December 15 or semiannually on each June 15 and December 15 as set forth in
the applicable Pricing Supplement, and at Stated Maturity or upon earlier
redemption or repayment. Such payments will be payable to the person in whose
name such Amortizing Note is registered at the close of business on the
fifteenth day (whether or not a Business Day) next preceding the respective
Interest Payment Date. If this Note was originally issued between a regular
record date and an Interest Payment Date, the first payment of interest on this
Note will be made on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder of this Note on such next succeeding Regular
Record Date. Any interest not punctually paid or duly provided for shall be
payable as provided in the Indenture.

If this Note is denominated in a Specified Currency other than
U.S. dollars, then the Holder may, by delivery of a written request to the
Paying Agent (as defined) at its principal office on or prior to the applicable
Regular Record Date or at least 15 days prior to the Stated Maturity, as the
case may be, elect to receive all such payments in U.S. dollars. Such election
will remain in effect until revoked by written notice received by the Paying
Agent not later than the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be (but no such revocation may be
made with respect to payments made on this Note if an Event of Default has
occurred with respect hereto or upon the giving of a notice of redemption). In
addition, if bid quotations for U.S. dollars of the type specified on the
reverse side hereof are not available, the Currency Determination Agent (which
shall be the Company unless otherwise set forth above) will be unable to
exchange the Specified Currency for U.S. dollars and payments of principal and
interest will be made in the Specified Currency. If the Specified Currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, payments will be made in U.S.
dollars as described on the reverse side hereof.

Payments in U.S. dollars of interest on this Note (other than
interest payable at the Stated Maturity or upon earlier redemption or
repayment) will be made by mailing a check to the Holder at the address of the
Holder appearing in the Security Register on the applicable Regular Record
Date. Principal and interest payable in U.S. dollars at the Stated Maturity or
upon earlier redemption or

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<PAGE> 4
repayment in respect of this Note will be paid in immediately available funds
upon surrender of this Note at the principal office of the Paying Agent in
Chicago, Illinois accompanied by wire transfer instructions. Payments in a
Specified Currency other than U.S. dollars of interest and principal on this
Note will be made by wire transfer to an account with a bank located in the
country issuing the Specified Currency (or with respect to Notes denominated in
European Currency Units, or "ECUs," Brussels), as shall have been designated by
filing the appropriate information with the Trustee at its Corporate Trust
Office at least 15 days prior to the Interest Payment Date or Stated Maturity,
as the case may be, by the Holder, provided that, in the case of payment
principal of (and premium, if any) and any interest due at the Stated Maturity,
the Note is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures.

Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

-4-

<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

FEDERAL-MOGUL CORPORATION

By:___________________________
Title:
(Corporate Seal)

Attest:

By:________________________________

Trustee's Certificate of Authentication

This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.

CONTINENTAL BANK, As Trustee

By:________________________________
Authorized Signatory

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<PAGE> 6
[REVERSE SIDE OF SECURITIES]

FEDERAL-MOGUL CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)

Section 1. General. This Note is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of the Company
(herein called the "Securities"), of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture, dated as of August
12, 1994 (the "Indenture"), between the Company and Continental Bank, as
Trustee (the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Notes. The Securities may be issued in one or
more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as "Medium-Term Notes, Series A" of the Company, limited in
aggregate principal amount to U.S. $200,000,000, (or, if Notes of this series
are to be Original Issue Discount Notes or are to be denominated in one or more
Specified Currencies or with the amount payable in respect of principal of or
any premium or interest to be determined by reference to the value, rate or
price of one or more specified indices ("Indexed Notes"), such principal amount
as shall result in an aggregate initial offering price of Notes equivalent to
no more than $200,000,000), or in such lesser amount as may be reduced by the
sale of Securities of another series. References herein to "Notes" shall mean
the Notes of said Series A.

Section 2. Payments. (a) Interest on this Note will be payable
semi-annually each June 15 and December 15 or as otherwise set forth herein
(the "Interest Payment Dates") and at the Stated Maturity or upon earlier
redemption or repayment.

Interest payments on each Interest Payment Date for this Note will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date, except that at the
Stated Maturity the interest payments will include accrued interest from and
including the Original Issue Date, or from and including the last date in
respect of which interest has been paid, as the case may be, to, but excluding,
the Stated Maturity.

<PAGE> 7
date. If the Market Exchange Rate for such date is not then available, such
payment will be made in the Specified Currency, unless such Specified Currency
is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in paragraph (d) below. As used herein, the "Quoting Source"
means Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not available, Telerate
Monitor Foreign Exchange Service, or if the Currency Determination Agent
determines that neither service is available, such comparable display or other
comparable manner of obtaining quotations as shall be agreed between the
Company and the Currency Determination Agent. All currency exchange costs
associated with any payment in U.S. dollars on this Note shall be borne by the
Holder hereof by deductions from such payments.

As used herein, "Business Day", means any Monday, Tuesday, Wednesday,
Thursday or Friday that in the Place of Payment is not a day on which banking
institutions are authorized or required by law, regulation or executive order
to close.

(c) If this Note is denominated in other than U.S. dollars, the Holder
of this Note may elect to receive all such payments in U.S. dollars as
described in paragraph (b) above by delivery of a written request to the Paying
Agent at its principal office which must be received by the Paying Agent on or
prior to the applicable record date or at least 15 calendar days prior to the
Stated Maturity, as the case may be. Such election shall remain in effect
unless and until revoked by written notice to the Paying Agent, but the Paying
Agent must receive written notice of any such revocation on or prior to the
applicable record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be (but no such revocation may be made with respect
to payments made on this Note if an Event of Default has occurred with respect
hereto or upon the giving of a notice of redemption). In the absence of
manifest error, all determinations by the Currency Determination Agent shall be
final and binding on the Company and the Holder of this Note.

(d) If payment of this Note is required to be made in a Specified
Currency (e.g. ECUs) other than U.S. dollars and on a payment date with respect
to this Note such currency is unavailable, in the good faith judgment of the
Company, due to the imposition of exchange controls or other circumstances
beyond the Company's control, then all payments in respect of this Note shall
be made in U.S. dollars until such currency unit is again available. Any
payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default under the Indenture. The amount of each payment of U.S.
dollars shall be computed on the basis of the equivalent of the currency unit
in U.S. dollars, which shall be determined by the Currency Determination Agent
on the following basis. The component currencies of the currency unit for this
purpose (the "Component Currencies") shall be the currency amounts that were
components of the currency unit as of the Conversion Date. The equivalent of
the currency unit in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Component Currencies. The U.S. dollar equivalent of
each of the Component Currencies shall be determined by the Currency
Determination Agent on the basis of the Market Exchange Rate for each such
Component Currency that is available as of the third Business Day prior to the
date on which the relevant payment is due and for each such Component Currency
that is unavailable, if any, as of the Conversion Date for such Component
Currency.

If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies shall be replaced by an amount in such single currency equal
to the sum of the amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided into two or more
currencies, the

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<PAGE> 8
amount of the original Component Currency shall be replaced by the amounts of
such two or more currencies, the sum of which shall be equal to the amount of
the original Component Currency.

All determinations referred to above made by the Currency
Determination Agent shall be at its sole discretion (except to the extent
expressly provided herein or on the face hereof that any determination is
subject to approval by the Company) and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder of this Note and
the Company, and the Currency Determination Agent shall have no liability
therefor.

(e) All percentages resulting from any calculations under this Note
will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point (with five one-millionths of one percentage point being
rounded upward) and all currency unit amounts used in or resulting from any
such calculation in respect of the Notes will be rounded to the nearest
one-hundredth of a unit (with five one-thousandths being rounded upward).

(f) Until the Notes are paid or payment is duly provided for, the
Company will, at all times, maintain a paying agent (the "Paying Agent")
capable of performing the duties described herein to be performed by the Paying
Agent. The Company has initially appointed the Trustee as the Paying Agent.
The Company will notify the Holders of such Notes, in accordance with the
Indenture, of any change in the Paying Agent or its address.

Section 3. Redemption. If so specified in the face hereof, the
Company may at its option redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at prices declining from a premium specified on the face hereof, if any,
to par together with accrued interest to the date of redemption; provided,
however, that interest installments due prior to the date fixed for redemption
will be payable to the Holder of record at the close of business on the
applicable Regular Record Date. The Company may exercise such option by
causing a notice of such redemption to be mailed to each Holder by first class
mail, postage prepaid, at least 30 but not more than 60 days prior to the date
of redemption. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all of the Notes
with like tenor and terms to this Note are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.

Section 4. Repayment. If so specified on the face hereof, this Note
will be repayable in whole or in part prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the face hereof
at a price equal to 100% of the principal amount hereof or, if this Note is a
Discounted Security (as specified on the face hereof), at the applicable Option
Repayment Price shown on the face hereof, together with accrued interest to the
date of repayment; provided, however, that interest installments due prior to
the date fixed for repayment will be payable to the Holder of record at the
close of business on the applicable Regular Record Date. Any repayment in part
will be in increments of $1,000 or the minimum denomination specified on the
face hereof (provided that any remaining principal amount thereof shall be at
least $1,000 or such minimum denomination). For any Note to be repaid, such
Note must be received, together with the form thereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its Corporate Trust Office (or
such other address of which the Company shall from time to time notify the
Holders) not more than 60 nor less than 30 days prior to the date of repayment.
Exercise of such repayment option by the Holder will be irrevocable.

In the case of Book-Entry Notes represented by a Global Security or
Securities held by or on behalf of the Depositary, and registered in the name
of the Depositary or the Depositary's nominee,

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<PAGE> 9
the option for repayment may be exercised by the applicable participant that
has an account with the Depositary, on behalf of the beneficial owners of the
Global Security or Securities representing such Book-Entry Notes, by delivering
a written notice substantially similar to the above mentioned form to the
Trustee at its Corporate Trust Office (or such other address of which the
Company shall from time to time notify the Holders), not more than 60 nor less
than 30 days prior to the date of repayment. Notices of elections from
participants on behalf of beneficial owners of the Global Security or
Securities representing such Book-Entry Notes to exercise their option to have
such Book-Entry Notes repaid must be received by the Trustee by 5:00 P.M., New
York City time, on the last day for giving such notice. In order to ensure
that a notice is received by the Trustee on a particular day, the beneficial
owner of the Global Security or Securities representing such Book-Entry Notes
must so direct the applicable participant before such participant's deadline
for accepting instructions for that day. All notices shall be executed by a
duly authorized officer of such participant (with signatures guaranteed) and
shall be irrevocable. In addition, beneficial owners of the Global Security or
Securities representing Book-Entry Notes shall effect delivery at the time such
notices of election are given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in the Global Security
or Securities representing such Book-Entry Notes, on the Depositary's records,
to the Trustee.

Section 5. Sinking Fund. Unless otherwise specified on the face
hereof, the Notes will not be subject to any sinking fund.

Section 6. Original Issue Discount Notes. Notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount payable in the event of redemption or repayment, or declaration of
acceleration following an Event of Default, prior to the Stated Maturity hereof
in lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the date of
repayment or the date of declaration of acceleration, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to the sum of
(i) the principal amount of such Note multiplied by the Issue Price (expressed,
for this purpose, as a percentage of the principal amount of the Note) set
forth on the face hereof plus (ii) the portion of the difference between the
dollar amount determined pursuant to the preceding clause (i) and the principal
amount of such Note that has accrued at the yield to maturity set forth on the
face hereof (computed in accordance with generally accepted financial
practices) to such date of declaration, but in no event shall the Amortized
Face Amount of an Original Issue Discount Note exceed its principal amount.

Section 7. Events of Default. In case an Event of Default, as defined
in the Indenture, with respect to the Notes shall have occurred and be
continuing, the Trustee or Holders of at least 25% in principal amount of the
Notes outstanding may declare the principal amount of all the Notes, and upon
such declaration such principal amount of all the Notes shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

Section 8. Modifications and Waivers. 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 Notes 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 not less
than a majority in principal amount of the Notes at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting,
with certain exceptions as therein provided, the Holders of not less than a
majority in principal amount of the Notes of each series at the time
Outstanding, on behalf of the Holders of all Notes 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 Note shall be conclusive

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<PAGE> 10
and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Note.

No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the right of the Holder of this Note,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and interest on this Note at the times, places and rate,
and in the coin or currency, herein prescribed.

Section 9. Authorized Denominations. Notes are issuable in registered
form without coupons in the minimum denomination of $1,000, or the equivalent
thereof in the Specified Currency, and in any larger amount that is an integral
multiple of $1,000. Notes may be exchanged by the Holder hereof without charge
except for any tax or other governmental charge imposed in connection
therewith, for a like aggregate principal amount of Notes of other authorized
denominations in the manner and subject to the limitations provided in the
Indenture at the office or agency to be maintained by the Company for such
purpose.

Section 10. Registration of Transfer. Upon due presentment for
registration of transfer of this Note at the office or agency of the Company
maintained for such purpose one or more new Notes of authorized denominations,
for an equal aggregate principal amount, will be issued to the transferee in
exchange therefor subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.

If this Note is a Global Security (as specified on the face hereof),
this Note is exchangeable only if (w) the Depositary notifies the Company and
the Trustee in writing that it is unwilling or unable to continue as Depositary
for this Global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depositary is not appointed by the Company within 90
days, (x) the Company in its sole discretion determines that this Note shall be
exchangeable for certificated Notes in registered form and delivers to the
Trustee a written order as described in the Indenture that this Note shall be
so exchangeable, or (y) there shall have occurred and be continuing an Event of
Default or an event which, with the lapse of time or the giving of notice, or
both, would constitute an Event of Default with respect to the Global
Securities represented hereby or (z) there shall exist such other
circumstances, if any, as specified for this purpose as contemplated by Section
301 of the Indenture, provided that this permanent Global Security shall be
surrendered by the Depositary, or such other depositary as shall have been
specified as provided in the Indenture, to the Trustee, as the agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of this permanent Global Security, an equal aggregate principal
amount of definitive Securities, executed by the Company, of the same series of
authorized denominations and of like tenor as the portion of this Global
Security to be exchanged, which shall be in the form of registered Securities
as provided in the Company's written order as described in the Indenture.

Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, this global Note other than
pursuant to clauses (w), (x), (y) or (z) above, shall be authenticated and
delivered in the form of, and shall be, a Global Security. Except as provided
above, owners of beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated registered form
and will not be considered the Holders thereof for any purpose under the
Indenture.

-5-

<PAGE> 11
Section 11. Owners. Prior to due presentment for registration of
transfer of this Note, the Company, the Trustee, any Paying Agent and the
Security Registrar may deem and treat the registered Holder hereof as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof, and,
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Company nor the Trustee nor any Paying Agent
nor any Security Registrar shall be affected by any notice to the contrary.

Section 12. Defeasance; Proceedings. The Indenture contains
provisions, which apply to this Note, for defeasance of (i) the entire
indebtedness of this Note and (ii) certain restrictive covenants, subject in
either case to compliance by the Company with conditions set forth in the
Indenture.

As provided in and subject to the provisions of the Indenture, the
Holder of this Note 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
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes 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 Notes 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 and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.

Section 13. Definitions. All capitalized terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
therein.

Section 14. Governing Law. This Note shall be governed and construed
in accordance with the law of the State of New York.

-6-

<PAGE> 12
OPTION TO ELECT REPAYMENT

The undersigned owner of this Note hereby irrevocably elects to have
the Company repay the principal amount of this Note or portion hereof
designated at the Optional Repayment Price indicated on the face hereof.

Dated:_____________ _______________________________________________
Signature
Sign exactly as name appears on the front of
this Security [SIGNATURE GUARANTEE -
required only if Securities are to be issued and
delivered to other than the registered holder].

Principal amount to be repaid, Fill in for registration of Securities if
if amount to be repaid is less to be issued otherwise than to the then
principal amount of this Security registered holder:
(principal amount remaining must
be an authorized denomination)

Name:__________________________________
$__________________________ Address:_______________________________

_______________________________
(Please print name and address
including zip code)

SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER

______________________________________

-7-

<PAGE> 13
ABBREVIATIONS

The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - --------------------Custodian--------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act

-------------------------------------------
(state)

Additional abbreviations may also be used though not in the above list.

__________________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.

Dated:

________________________
Signature

-8-

<PAGE> 14
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

-9-

<PAGE> 15

CUSIP NO.

REGISTERED NO. FLR PRINCIPAL AMOUNT:
_________________

FEDERAL-MOGUL CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More from Date of Issue

(Floating Rate)

[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY -- 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 OF A DEPOSITARY. THIS
GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD BELOW) WILL BE
COMPUTED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
<PAGE> 16
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH ON THE
REVERSE HEREOF:

<TABLE>
<S> <C> <C>
ISSUE PRICE:

ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: Stated Maturity :

SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN U.S. AUTHORIZED DENOMINATIONS
DOLLARS (only applicable if
Specified Currency is other than (if Specified Currency is U.S. dollars):
U.S. dollars):

[ ] Yes [ ] No $1,000 and any integral multiple of
$1,000 in excess thereof

INDEXED CURRENCY

(if Specified Currency is other than U.S. dollars):

CURRENCY DETERMINATION THIS SECURITY IS A:
AGENT:

[ ] Global Security

[ ] Certificated Security (only applicable if
Specified Currency is other than U.S. dollars)

INTEREST RESET PERIOD: INTEREST RESET DATES: INTEREST DETERMINATION DATES:

CALCULATION DATES: ACCRUED INTEREST FACTOR:

INTEREST PAYMENT PERIOD: INTEREST PAYMENT DATES:

INDEX MATURITY: SPREAD (plus or minus): SPREAD MULTIPLIER:

MAXIMUM RATE: MINIMUM RATE:
CALCULATION AGENT: BASE RATE: (check one)
[ ] Commercial Paper Rate
[ ] Federal Funds Rate
[ ] CD Rate
[ ] 11th District Cost of Funds Rate
[ ] Kenny Rate
[ ] LIBOR

</TABLE>

-2-

<PAGE> 17

<TABLE>
<S> <C> <C>
EXCHANGE RATE AGENT: [ ] LIBOR REUTERS
[ ] LIBOR TELERATE
[ ] Prime Rate
[ ] Treasury Rate
[ ] CMT Rate
[ ] Other
(see attached)

OPTIONAL REDEMPTION: INITIAL REDEMPTION DATE: REDEMPTION PRICES(S): Initially ___% of
[ ] Yes [ ] No Principal Amount and declining by ___% of the
Principal Amount on each anniversary of the
Initial Redemption Date until the Redemption Price
is 100% of the Principal Amount

OPTION TO ELECT REPAYMENT: OPTIONAL REPAYMENT DATE(S): OPTIONAL REPAYMENT PRICE(S):
[ ] Yes [ ] No

REPAYMENT PROVISIONS:

EXTENDIBLE MATURITY NOTE: AMORTIZING NOTE: DISCOUNTED SECURITY:
[ ] Yes [ ] No

DEPOSITARY: OTHER PROVISIONS:

</TABLE>

If this Security was issued with "original issue discount" for purposes of
Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed:

ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a percentage of
SECURITY: aggregate principal amount):

[ ] Yes [ ] No

YIELD TO MATURITY: INITIAL ACCRUAL PERIOD OID: METHOD USED TO DETERMINE YIELD FOR INITIAL
ACCRUAL PERIOD:

[ ] Appropriate [ ] Exact

</TABLE>

-3-

<PAGE> 18
FEDERAL-MOGUL CORPORATION, a corporation duly authorized and existing under
the laws of Michigan (herein called the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to ,
or registered assigns, the principal sum of
on the Stated Maturity shown above, and to pay interest thereon from and
including the Original Issue Date shown above or from and including the last
date in respect of which interest has been paid, as the case may be, to, but
excluding the next succeeding Interest Payment Date; provided, however, that if
this Note has a daily or weekly Interest Reset Period, as shown above, such
interest will be paid from and including the Original Issue Date shown above or
from and including the last date in respect of which interest has been paid, as
the case may be, to and including the Regular Record Date immediately preceding
the applicable Interest Payment Date, except that at Maturity the interest
payments will include accrued interest from and including the Original Issue
Date, or from and including the last date in respect of which interest has been
paid, as the case may be, to but excluding the Stated Maturity. Interest will
be paid on the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below), at the rate per annum determined in accordance with
the provisions on the reverse hereof, depending on the Base Rate specified
above and the Spread, if any, or Spread Multiplier, if any, until the principal
hereof is paid or made available for payment, and interest shall accrue on any
overdue principal and on any overdue installment of interest (to the extent
that the payment of such interest shall be legally enforceable) at the rate per
annum in effect at the time such principal or installment of interest, as the
case may be, was due and payable. The interest so payable and punctually paid
or duly provided for on an Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or
predecessors Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day (whether or not
a Business Day, as defined) next preceding such Interest Payment Date;
provided, however, that interest payable at the Stated Maturity or upon earlier
redemption or repayment will be payable to the Person to whom principal shall
be payable. Payments of principal and interest on Notes for which payments of
principal and interest are made in equal installments over the life of the
security ("Amortizing Notes"), will be made either quarterly on each March 15,
June 15, September 15 and December 15 or semiannually on each June 15 and
December 15 as set forth in the applicable Pricing Supplement, and at Stated
Maturity or upon earlier redemption or repayment. If this Note was originally
issued between a Regular Record Date and an Interest Payment Date, the first
payment of interest on this Note will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder of this Note on
such next succeeding Regular Record Date. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture.

If this Note is denominated in a Specified Currency other than U. S. dollars,
then the Holder may, by delivery of a written request to the Paying Agent at
its principal office on or prior to the applicable Regular Record Date or at
least 15 days prior to the Stated Maturity, as the case may be, elect to
receive all such payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not later than on
or prior to the applicable Regular Record Date or at least 15 days prior to the
Stated Maturity, as the case may be (but no such revocation may be made with
respect to payments made on this Note if an Event of Default has occurred with
respect thereto or upon the giving of a notice of redemption). In addition, if
bid quotations for U.S. dollars of the type specified on the reverse side
hereof are not available, the Currency Determination Agent (which shall be the
Company unless otherwise set forth above) will be unable to exchange the
Specified Currency for U.S. dollars and payments of principal and interest will
be made in the Specified Currency. If the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, payments will be made in U.S. dollars as described on the
reverse side hereof.

-4-

<PAGE> 19
Payments in U.S. dollars of interest on this Note (other than interest payable
at the Stated Maturity or upon earlier redemption or repayment) will be made by
mailing a check to the Holder at the address of the Holder appearing in the
Security Register on the applicable Regular Record Date. Principal and
interest payable in U.S. dollars at the Stated Maturity or upon earlier
redemption or repayment in respect of this Note will be paid in immediately
available funds upon surrender of this Note at the principal office of the
Paying Agent in Chicago, Illinois, in either case, accompanied by wire transfer
instructions. Payments in a Specified Currency other than U.S. dollars of
interest and principal on this Note will be made by wire transfer to an account
with a bank located in the country issuing the Specified Currency (or with
respect to Notes denominated in European Currency Units, or "ECUs," Brussels),
as shall have been designated by filing the appropriate information with the
Trustee at its Corporate Trust Office at least 15 days prior to the Interest
Payment Date or Stated Maturity, as the case may be, by the Holder, provided
that, in the case of payment of principal of (and premium, if any) and any
interest due at the Stated Maturity, the Note is presented to the Paying Agent
in time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures.

Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof and such further provisions shall for all purposes have the
same effect as though fully set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

-5-

<PAGE> 20
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

Dated: FEDERAL-MOGUL CORPORATION

Corporate Seal By:_____________________________
Title

ATTEST:

By: _________________________________________

Trustee's Certificate of Authentication

This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.

CONTINENTAL BANK,
As Trustee

By______________________________
Authorized Signatory

-6-

<PAGE> 21
[REVERSE SIDE OF SECURITIES]

FEDERAL-MOGUL CORPORATION
MEDIUM-TERM NOTE, SERIES A

(Floating Rate)

Section 2. Payments. (a) Interest on this Note will be payable
monthly, quarterly, semiannually or annually (the "Interest Payment Period") as
shown on the face hereof. Except as provided below or on the face hereof, the
date or dates on which interest will be payable (each an "Interest Payment
Date") will be, (i) if this Note has a daily, weekly or monthly Interest Reset
Date, the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year; (ii) if this Note has a quarterly
Interest Reset Date, the third Wednesday of March, June, September and December
of each year; (iii) if this Note has a semiannual Interest Reset Date, the
third Wednesday of each of the two months of each year specified on the face
hereof; and (iv) if this Note has an annual Interest Reset Date, the third
Wednesday of one month of each year specified on the face hereof. Unless
otherwise specified on the face hereof, if any Interest Reset Date for this
Note would otherwise be a day that is not a Market Day, such Interest Payment
Date shall be postponed to the next day that is a Market Day except that, if
the Base Rate indicated on the face of this Note is LIBOR and if such Market
Day is in the next succeeding calendar month, such Interest Payment Date shall
be the immediately preceding Market Day.

The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semiannually or annually (an "Interest Reset Date"), as
specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be, if the rate of interest on this Note resets
daily, each Market Day; if the rate of interest on this Note (other than
Treasury Rate Notes) resets weekly, Wednesday of each week; in the case of the
Treasury Rate Notes that reset weekly, Tuesday of each week (except as provided
below); if the rate of interest on this Note resets monthly, the third
Wednesday of each month (with the exception of monthly reset 11th District Cost
of Funds Rate Notes, which will reset on the first calendar day of the month);
if the rate of interest on this Note resets quarterly, the third Wednesday of
March, June, September and December; if the rate of interest on this Note
resets semiannually, the third Wednesday of each of the two months of each year
specified on

<PAGE> 22
the face hereof; and if the rate of interest on this Note resets annually, the
third Wednesday of the month of each year specified on the face hereof. If any
Interest Reset Date for this Note would otherwise be a day that is not a Market
Day, such Interest Reset Date shall be postponed to the next succeeding Market
Day, except that if the Base Rate indicated on the face of this Note is LIBOR
and such Market Day is in the next succeeding calendar month, such Interest
Reset Date shall be the next preceding Market Day. If the Base Rate indicated
on the face of this Note is the Treasury Rate and if an auction of Treasury
bills (as hereinafter defined) falls on a day that is an Interest Reset Date
for this Note, the Interest Reset Date shall be the following day that is a
Market Day.

As used herein, "Business Day", means any Monday, Tuesday, Wednesday,
Thursday or Friday, that in the Place of Payment is not a day on which banking
institutions are authorized or obligated by law or executive order to close and
"Market Day" means, with respect to Notes as to which LIBOR is an applicable
Base Rate, a Business Day which is also a London Business Day. As used herein,
"London Business Day" means any day (a) on which dealings in deposits in the
Specified Currency are transacted in the London interbank market, (b) if the
Designated LIBOR Currency is other than the ECU, on which dealings in deposits
in such Designated LIBOR Currency are transacted in the London interbank market
or (c) if the Designated LIBOR Currency is the ECU, that is not designated as
an ECU Non-Settlement Day by the ECU Banking Association in Paris or otherwise
generally regarded in the ECU interbank market as a day on which payments on
ECUs shall not be made.

(b) If this Note is denominated in other than U.S. dollars and if the
Holder has made the election described in paragraph (c) below, payment in
respect of this Note shall be made in U.S. dollars based on the highest
indicated bid quotation for the purchase of U.S. dollars for the Specified
Currency obtained by the Currency Determination Agent at approximately 11:00
A.M., New York City time, on the Second Market Day next preceding the
applicable payment date (the "Conversion Date") from the bank composite or
multi-contributor pages of the Quoting Source for three (or two if three are
not available) major banks in The City of New York. The first three (or two)
such banks selected by the Currency Determination Agent which are offering
quotes on the Quoting Source will be used. If fewer than two such bid
quotations are available at 11:00 A.M., New York City time, on the second
Market Day next preceding the applicable payment date, such payment will be
based on the noon buying rate in The City of New York for cable transfers for
such Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") as of the second Market
Day next preceding the applicable payment date. If the Market Exchange Rate
for such date is not then available, such payment will be made in the Specified
Currency, unless such Specified Currency is unavailable due to the imposition
of exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in paragraph (d) below. As used
herein, the "Quoting Source" means Reuters Monitor Foreign Exchange Service, or
if the Currency Determination Agent determines that such service is not
available, Telerate Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that neither service is available, such
comparable display or other comparable manner of obtaining quotations as shall
be agreed between the Company and the Currency Determination Agent. All
currency exchange costs associated with any payment in U.S. dollars on this
Note shall be borne by the Holder hereof by deductions from such payments.

-2-

<PAGE> 23
be (but no such revocation may be made with respect to payments made on this
Note if an Event of Default has occurred with respect hereto or upon the giving
of a notice of redemption). In the absence of manifest error, all
determinations by the Currency Determination Agent shall be final and binding
on the Company and the Holder of this Note.

If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.

(e) Interest payments on each Interest Payment Date for this Note
(except if the rate of interest on this Note resets daily or weekly) will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest Payment Date
or Stated Maturity. If the rate of interest on this Note resets daily or
weekly, interest payments will include accrued interest from and including the
Original Issue Date or from and including the last date in respect of which
interest has been paid, as the case may be, to and including the Regular Record
Date immediately preceding the applicable Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued interest from
and including the Issue Date, or from and including the last day in respect of
which interest has been paid, as the case may be, to, but excluding, the Stated
Maturity.

Accrued interest shall be calculated by multiplying the principal
amount of this Note by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factors calculated for each day
in the period for which accrued interest is being calculated. Unless otherwise
set forth on the face hereof, the interest factor (rounded upward, if
necessary, to the next higher one

-3-

<PAGE> 24
hundred-thousandth of a percent) for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Base Rate indicated on the
face hereof is the Commercial Paper Rate, the Federal Funds Rate, the CD Rate,
the Prime Rate, the 11th District Cost of Funds Rate or LIBOR or by the actual
number of days in the year, if the Base Rate indicated on the face hereof is
the Treasury Rate or the CMT Rate, or by 365 days if the Base Rate on the face
hereof is the Kenny Rate. The interest rate applicable to any date that is an
Interest Reset Date is the interest rate for such Interest Reset Date. The
interest rate applicable to any other day is the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as described below). Notwithstanding the foregoing, the interest rate
hereon shall not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, shown on the face hereof. In addition,
the interest rate hereon shall in no event be higher than the maximum interest
rate permitted by New York law as the same may be modified by United States law
of general application.

(f) The interest rate in effect with respect to this Note from the
Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will
be specified on the face hereof. The interest rate for each subsequent
Interest Reset Date will be determined by the Calculation Agent as follows:

Determination of Commercial Paper Rate. If the Base Rate is
the Commercial Paper Rate as indicated on the face hereof, the
"Commercial Paper Rate" for each Interest Reset Date will be
determined by the Calculation Agent as of the second Business Day
prior to such Interest Reset Date (a "Commercial Paper Interest
Determination Date") and shall be the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index
Maturity as indicated on the face hereof, as such rate shall be
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any
successor publication ("H.15(519)"), under the heading "Commercial
Paper." In the event that such rate is not published prior to 9:00
A.M., New York City time, on the Calculation Date (as defined below),
then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for
commercial paper of the specified Index Maturity as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper." If by
3:00 P.M, New York City time, on such Calculation Date such rate is
not yet published in Composite Quotations, then the Commercial Paper
Rate for such Commercial Paper Interest Determination Date shall be
the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial
paper of the specified Index Maturity, placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the Commercial Paper Rate
with respect to such Commercial Paper Interest Determination Date will
be the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.

"Money Market Yield" shall be a yield (expressed as a percentage
rounded to the nearest one hundred thousandth of a percentage point)
calculated in accordance with the following formula:

Money Market Yield = D X 360 X 100
360 - (D X M)

-4-

<PAGE> 25
where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and "M"
refers to the actual number of days in the interest period for which
interest is being calculated.

The Calculation Date pertaining to a Commercial Paper Interest
Determination Date shall be the earlier of (i) the tenth calendar day
after such Commercial Paper Interest Determination Date or, if such
day is not a Business Day, the next succeeding Business Day, or (ii)
the Business Day preceding the applicable Interest Payment Date or
Stated Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be
the Commercial Paper Rate applicable to such Interest Reset Date plus
or minus the Spread and/or multiplied by the Spread Multiplier, as
indicated on the face hereof; however, the interest rate in effect for
the period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate in effect
for the 10 days immediately prior to the Stated Maturity or earlier
redemption or repayment will be that in effect on the tenth day
preceding such Stated Maturity or earlier redemption or repayment. If
an Interest Reset Date would otherwise be a day that is not a Business
Day, the Interest Reset Date shall be postponed to the next day that
is a Business Day.

Determination of Federal Funds Rate. If the Base Rate is the
Federal Funds Rate as indicated on the face hereof, the "Federal Funds
Rate" means, with respect to any Federal Funds Interest Determination
Date, the rate on such date for Federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds Interest
Determination Date as published in the Composite Quotations under the
heading "Federal Funds/Effective Rate." If such rate is not yet
published in either H.15(519) or the Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, the Federal Funds Rate for
such Federal Funds Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for
the last transaction in overnight Federal funds, as of 9:00 A.M., New
York City time, on such Federal Funds Interest Determination Date,
arranged by three leading brokers of Federal funds transactions in The
City of New York selected by the Calculation Agent; provided, however,
that if the brokers selected as aforesaid by the Calculation Agent are
not quoting as set forth above, the Federal Funds Rate with respect to
such Federal Funds Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Interest Determination
Date.

The Federal Funds Interest Determination Date shall be the
second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a Federal Funds Interest Determination
Date shall be the earlier of (i) the tenth calendar day after such
Federal Funds Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Stated Maturity,
as the case may be.

The interest rate for each such Interest Reset Date shall be
the Federal Funds Rate plus or minus the Spread and/or multiplied by
the Spread Multiplier as indicated on the face hereof; provided,
however, the interest rate in effect for the period from the Issue
Date to the first Interest Reset Date will be the Initial Interest
Rate and the interest rate in effect for the 10 days immediately
prior to the Stated Maturity or earlier redemption or repayment will
be that in effect

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<PAGE> 26
on the tenth day preceding such Stated Maturity or earlier redemption
or repayment. If an Interest Reset Date would otherwise be a day that
is not a Business Day, the Interest Reset Date shall be postponed to
the next day that is a Business Day.

Determination of CD Rate. If the Base Rate is the CD Rate as
indicated on the face hereof, the "CD Rate" means, with respect to any
CD Rate Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity as
designated on the face hereof as published in H.15(519) under the
heading "CDs (Secondary Market)," or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such
CD Rate Interest Determination Date, the CD Rate will be the rate on
such CD Rate Interest Determination Date for negotiable certificates
of deposit of the Index Maturity designated on the face hereof as
published by the Federal Reserve Bank of New York in the Composite
Quotations under the heading "Certificates of Deposit." If such rate
is not yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest Determination
Date, the CD Rate for such CD Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of
the secondary market offered rates as of 10:00 A.M., New York City
time, on such CD Rate Interest Determination Date, for certificates of
deposit in the denomination of $5,000,000 with a remaining maturity
closest to the Index Maturity designated on the face hereof of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable
certificates of deposit); provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set
forth above, the CD Rate with respect to such CD Rate Interest
Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.

The CD Rate Interest Determination Date shall be the second
Business Day prior to such Interest Reset Date. The Calculation Date
pertaining to a CD Rate Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such CD Rate Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Stated Maturity, as the case may
be.

The interest rate for each such Interest Reset Date shall be
the CD Rate plus or minus the Spread and/or multiplied by the Spread
Multiplier as indicated on the face hereof; provided, however, the
interest rate in effect for the period from the Issue Date to the
first Interest Reset Date will be the Initial Interest Rate and the
interest rate in effect for the 10 days immediately prior to the
Stated Maturity or earlier redemption or repayment will be that in
effect on the tenth day preceding such Stated Maturity or earlier
redemption or repayment. If an Interest Reset Date would otherwise be
a day that is not a Business Day, the Interest Reset Date shall be
postponed to the next day that is a Business Day.

Determination of 11th District Cost of Funds Rate. If the
Base Rate is the 11th District Cost of Funds Rate as indicated on the
face hereof, the "11th District Cost of Funds Rate" means, with
respect to any 11th District Interest Determination Date, the rate
equal to the monthly weighted average cost of funds for the calendar
month preceding such 11th District Interest Determination Date as set
forth under the caption "11th District" on Telerate Page 7058 as of
11:00 A.M., San Francisco time, on such 11th District Interest
Determination Date. If such rate does not appear on Telerate Page
7058 on any related 11th District Interest Determination Date, the
11th District Rate for such 11th District Cost of Funds Interest
Determination Date shall be the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced

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<PAGE> 27
(the "Index") by the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") as such cost of funds for the calendar month
preceding the date of such announcement. If the FHLB of San Francisco
fails to announce such rate for the calendar month next preceding such
11th District Interest Determination Date, then the 11th District Cost
of Funds Rate for such 11th District Interest Determination Date will
be the 11th District Cost of Funds Rate then in effect on such 11th
District Interest Determination Date.

The 11th District Interest Determination Date shall be the
last business day of the month immediately preceding such Interest
Reset Date on which the FHLB of San Francisco publishes the Index.
The Calculation Date pertaining to an 11th District Interest
Determination Date shall be the earlier of (i) the tenth calendar day
after such 11th District Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or Stated
Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be
the 11th District Cost of Funds Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face hereof;
provided, however, the interest rate in effect for the period from the
Issue Date to the first Interest Reset Date will be the Initial
Interest Rate and the interest rate in effect for the 10 days
immediately prior to the Stated Maturity or earlier redemption or
repayment will be that in effect on the tenth day preceding such
Stated Maturity or earlier redemption or repayment. If an Interest
Reset Date would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that is a
Business Day.

Determination of Kenny Rate. If the Base Rate is the Kenny
Rate as indicated on the face hereof, the "Kenny Rate" means, with
respect to any Kenny Rate Interest Determination Date, the high grade
weekly index (the "Weekly Index") on such date made available by Kenny
Information Systems ("Kenny") to the Calculation Agent. The Weekly
Index is, and shall be, based upon 30 day yield evaluations at par of
bonds, the interest on which is exempt from Federal income taxation
under the Internal Revenue Code of 1986, as amended, of not less than
five high grade component issuers selected by Kenny which shall
include, without limitation, issuers of general obligation bonds. The
specific issuers included among the component issuers may be changed
from time to time by Kenny in its discretion. The bonds on which the
Weekly Index is based shall not include any bonds on which the
interest is subject to a minimum tax or similar tax under the Internal
Revenue Code of 1986, as amended, unless all tax-exempt bonds are
subject to such tax. In the event Kenny ceases to make available such
Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds
rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers
most closely resembling the high grade component issuers selected by
Kenny for its Weekly Index, the interest on which is (A) variable on a
weekly basis, (B) exempt from Federal income taxation under the
Internal Revenue Code of 1986, as amended, and (c) not subject to a
minimum tax or similar tax under the Internal Revenue Code of 1986, as
amended, unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the rate for any Kenny Rate
Interest Determination Date shall be 60.4% of the rate determined if
the Treasury Rate option had been originally selected.

The Kenny Rate Interest Determination Date shall be the second
Business Day prior to such Interest Reset Date. The Calculation Date
pertaining to a Kenny Rate Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such Kenny Rate Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business

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<PAGE> 28
Day, or (ii) the Business Day preceding the applicable Interest
Payment Date or Stated Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be
the Kenny Rate plus or minus the Spread and/or multiplied by the
Spread Multiplier as indicated on the face hereof; provided, however,
the interest rate in effect for the period from the Issue Date to the
first Interest Reset Date will be the Initial Interest Rate and the
interest rate in effect for the 10 days immediately prior to the
Stated Maturity or earlier redemption or repayment will be that in
effect on the tenth day preceding such Stated Maturity or earlier
redemption or repayment. If an Interest Reset Date would otherwise be
a day that is not a Business Day, the Interest Reset Date shall be
postponed to the next day that is a Business Day.

Determination of LIBOR. If the Base Rate is LIBOR as
indicated on the face hereof, "LIBOR" for each such Interest Reset
Date will be determined as follows:

(i) On the second London Market Day prior to the Interest
Reset Date (a "LIBOR Interest Determination Date")
relating to a LIBOR Note, either, as specified on the
face hereof: (a) if "LIBOR Reuters" is specified on
the face hereof, the arithmetic mean of the offered
rates for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face
hereof, commencing on the second London Market Day
immediately following the LIBOR Interest
Determination Date, which appear on the Reuters
Screen LIBO Page as of 11:00 A.M., London time, on
the LIBOR Interest Determination Date, if at least
two such offered rates appear on the Reuters Screen
LIBO Page ("LIBOR Reuters"), or (b) if "LIBOR
Telerate" is specified on the face hereof, the rate
for deposits in the Designated LIBOR Currency having
the Index Maturity specified on the face hereof,
commencing on the second London Market Day
immediately following such LIBOR Interest
Determination Date, that appears on the Telerate Page
3750 as of 11:00 A.M., London time, on that LIBOR
Interest Determination Date ("LIBOR Telerate").
Unless otherwise indicated on the face hereof,
"Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor
Money Rate Service (or such other page as may replace
the LIBO page on that service for the purpose of
displaying London interbank offered rates of major
banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or
such other page as may replace the 3750 page on that
service or such other service or services as may be
nominated by the British Bankers' Association (the
"Association") for the purpose of displaying London
interbank offered rates for U.S. dollar deposits).
In the case where (a) above applies, if fewer than
two offered rates appear on the Reuters Screen LIBO
Page, LIBOR in respect of that Interest Reset Date
will be determined as if the parties had specified
the rate described in (ii) below (unless the
specified Reuters Screen LIBO Page by its terms
provides only for a single rate, in which case such
single rate shall be used), or, in the case where (b)
above applies if no rate appears on the Telerate Page
3750, as applicable, LIBOR in respect of that
Interest Reset Date will be determined as if the
parties had specified the rate described in (ii)
below.

(ii) With respect to any LIBOR Interest Determination Date
on which this provision applies, the Calculation
Agent will request the principal London office of
each of four major banks in the London interbank
market selected by the Calculation Agent to provide
the Calculation Agent with its offered rate quotation
for

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<PAGE> 29
deposits in the Designated LIBOR Currency for the
period of the Index Maturity specified on the face
hereof, commencing on the second London Market Day
immediately following such LIBOR Interest
Determination Date, to prime banks in the London
interbank market as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date and in a
principal amount that is representative for a single
transaction in such Designated LIBOR Currency in such
market at such time. If at least two such quotations
are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are
provided, LIBOR for such Interest Determination Date
will be the arithmetic means of the rates quoted as
of 11:00 A.M. in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center
selected by the Calculation Agent for loans in the
Designated LIBOR Currency to leading banks having the
specified Index Maturity designated on the face
hereof in a principal amount that is representative
for a single transaction in such Designated LIBOR
Currency in such market at such time; provided,
however, that if the banks selected as aforesaid by
the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR determined on such LIBOR
Interest Determination Date will be LIBOR then in
effect on such LIBOR Interest Determination Date.

The Calculation Date pertaining to a LIBOR Interest Determination Date
shall be the earlier of (i) the tenth calendar day after the LIBOR Interest
Determination Date or, if such day is not a Market Day, the next succeeding
Market Day, or (ii) the Market Day preceding the applicable Interest Payment
Date or Stated Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be LIBOR
plus or minus the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in effect
for the period from the Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the 10 days
immediately prior to the Stated Maturity or earlier redemption or repayment
will be that in effect on the tenth day preceding such Stated Maturity or
earlier redemption or repayment. If an Interest Reset Date would otherwise be
a day that is not a Market Day, the Interest Reset Date shall be postponed to
the next day that is a Market Day, except that, in the case of a LIBOR Note, if
such Market Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Market Day.

"Designated LIBOR Currency" means, as with respect to any LIBOR Note,
the currency (including a composite currency), if any, designated on this Note
and the applicable Pricing Supplement as the Designated LIBOR Currency. If no
such currency is designated on this Note and the applicable Pricing Supplement,
the Designated LIBOR Currency shall be U.S. dollars.

"Principal Financial Center" means, as with respect to any LIBOR Note,
unless otherwise specified in this Note and the applicable Pricing Supplement,
the capital city of the country that issues as its legal tender the Designated
LIBOR Currency of this Note, except that with respect to U.S. dollars and ECUs,
the Principal Financial Center shall be the City of New York and Brussels,
respectively.

Determination of Prime Rate. If the Base Rate is the Prime Rate as
indicated on the face hereof, the "Prime Rate" means, with respect to any Prime
Rate Interest Determination Date, the rate set forth in H.15(519) for such date
opposite the caption "Bank Prime Loan." If such rate is not yet published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such Prime
Rate Interest Determination Date, the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank named on the Reuters Screen

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<PAGE> 30
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen NYMF Page on such Prime Rate Interest Determination Date, or, if
fewer than four such rates appear on the Reuters Screen NYMF Page for such
Prime Rate Interest Determination Date, the rate shall be the arithmetic mean
of the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on such Prime Rate Interest
Determination Date by at least two of the three major money center banks in The
City of New York selected by the Calculation Agent from which quotations are
requested. If fewer than two quotations are provided, the Prime Rate for such
Prime Rate Interest Determination Date shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis of the prime
rates in The City of New York on such date by the appropriate number of
substitute banks or trust companies organized and doing business under the laws
of the United States, or any state thereof, in each case having total equity
capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
quote such rate or rates; provided, however, that if the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in this sentence, the "Prime Rate" with respect to
such Prime Rate Interest Determination Date will be the interest rate otherwise
in effect on such Prime Rate Interest Determination Date. "Reuters Screen NYMF
Page" means the display designated as page "NYMF" on the Reuters Monitor Money
Rates Service (or such other page as may replace the page NYMF on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks).

The Prime Rate Interest Determination Date shall be the Second
Business Day prior to such Interest Reset Date. The Calculation Date
pertaining to a Prime Rate Interest Determination Date shall be the earlier of
(i) the tenth calendar day after such Prime Rate Interest Determination Date
or, if such day is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest Payment Date or Stated
Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be the Prime
Rate plus or minus the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in effect
for the period from the Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the 10 days
immediately prior to the Stated Maturity or earlier redemption or repayment
will be that in effect on the tenth day preceding such Stated Maturity or
earlier redemption or repayment. If an Interest Reset Date would otherwise be
a day that is not a Business Day, the Interest Reset Date shall be postponed to
the next day that is a Business Day.

Determination of Treasury Rate. If the Base Rate is the Treasury Rate
as indicated on the face hereof, the "Treasury Rate" with respect to any
Treasury Rate Interest Determination Date shall be the rate for the most recent
auction of direct obligations of the United States ("Treasury bills") having
the Index Maturity specified on the Note representing this Treasury Rate Note
as published in H.15(519) under the heading "Treasury bills--auction average
(investment)" or, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Rate Interest Determination Date,
the auction average rate (expressed as a bond equivalent, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the specified
Index Maturity are not made available by the Federal Reserve Board or published
or reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or if no such auction is held in a particular week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percent, on the basis of a year of
365 or 366 days, as applicable, and applied

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<PAGE> 31
on a daily basis) of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
bills with a remaining maturity closest to the applicable Index Maturity;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate for such
Treasury Rate Interest Determination Date will be the Treasury Rate in effect
on such date.

The Treasury Rate Interest Determination Date shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills would
usually be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as a result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Treasury Rate Interest
Determination Date pertaining to the Interest Reset Date commencing in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for
a Treasury Rate Note, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date. The Calculation Date
pertaining to a Treasury Rate Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Treasury Rate Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day,
or (ii) the Business Day preceding the applicable Interest Payment Date or
Stated Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be the
Treasury Rate plus or minus the Spread and/or multiplied by the spread
Multiplier as indicated on the face hereof; provided, however, the interest
rate in effect for the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate in effect for the
10 days immediately prior to the Stated Maturity or earlier redemption or
repayment will be that in effect on the tenth day preceding such Stated
Maturity or earlier redemption or repayment. If an Interest Reset Date would
otherwise be a day that is not a Business Day, the Interest Reset Date shall be
postponed to the next day that is a Business Day.

Determination of CMT Rate. If the Base Rate is the CMT Rate as
indicated on the face hereof, the "CMT Rate" means, with respect to any CMT
Interest Determination Date, the rate displayed on the Designated CMT Telerate
Page (as defined below) under the caption "...Treasury Constant Maturities ...
Federal Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M.," under
the column for the Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the applicable CMT Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for such CMT Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H. 15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest Determination Date, then the
CMT Rate for the CMT Interest Determination Date will

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<PAGE> 32
be calculated by the Calculation Agent and will be a yield to maturity, based
on the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on the CMT Interest Determination
Date reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for the most recently
issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original Maturity of approximately the Designated
CMT Maturity Index and a remaining term to Stated Maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Note quotations, the CMT Rate for such CMT
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to Maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York City time, on
the CMT Interest Determination Date of three Reference Dealers in The City of
New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original Maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to Stated Maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100,000,000. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate will be the CMT Rate in effect on
such CMT Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence, have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
CMT Rate Note with the shorter remaining term to Stated Maturity will be used.

"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified in the applicable Pricing Supplement (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as published in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as published in H.15(519).
If no such page is specified in the applicable Pricing Supplement, the
Designated CMT Telerate Page shall be 7052, for the most recent week.

"Designated CMT Maturity Index" means the original period to maturity
of the Treasury Notes (either one, two, three, five, seven, ten, twenty or
thirty years) specified in the applicable Pricing Supplement with respect to
which the CMT Rate will be calculated. If no such maturity is specified in the
applicable Pricing Supplement, the Designated CMT Maturity Index shall be two
years.

The CMT Interest Determination Date shall be the Second Business Day
prior to such Interest Reset Date. The Calculation Date pertaining to a CMT
Interest Determination Date shall be the earlier of (i) the tenth calendar day
after such CMT Interest Determination Date or, if such day is not a Business
Day, the next succeeding Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Stated Maturity, as the case may be.

The interest rate for each such Interest Reset Date shall be the CMT
Rate plus or minus the Spread and/or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in effect
for the period from the Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the 10 days
immediately prior to the Stated Maturity or earlier redemption or repayment
will be that in effect on the tenth day preceding such

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<PAGE> 33
Stated Maturity or earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the Interest Reset Date
shall be postponed to the next day that is a Business Day.

The Trustee shall be the initial Calculation Agent. At the request of
the Holder hereof, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate which will become effective on the
next Interest Reset Date with respect to this Note.

All percentages resulting from any calculations under this Note will
be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point (with five one-millionths of a percentage point being rounded upward),
all dollar amounts used in or resulting from such calculation will be rounded
to the nearest cent (with one-half cent being rounded upward), and all currency
or currency unit amounts used in or resulting from any such calculation in
respect of the Notes will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths being rounded upward).

(g) Until the Notes are paid or payment thereof is duly provided
for, the Company will, at all times, maintain a paying agent (the "Paying
Agent") capable of performing the duties described herein to be performed by
the Paying Agent. The Company has initially appointed the Trustee as the
Paying Agent. The Company will notify the Holders of such Notes, in accordance
with the Indenture, of any change in the Paying Agent or its address.

Section 3. Redemption. If so specified on the face hereof, the
Company may at its option redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at prices declining from a premium specified on the face hereof, if any,
to par together with accrued interest to the date of redemption; provided,
however, that interest installments due prior to the date fixed for redemption
will be payable to the Holder of record at the close of business on the
applicable Regular Record Date. The Company may exercise such option by
causing a notice of such redemption to be mailed to each Holder by first class
mail, postage prepaid, at least 30 but not more than 60 days prior to the date
of redemption. In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all of the Notes
with like tenor and terms to this Note are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.

Section 4. Repayment. If so specified on the face hereof, this Note
will be repayable prior to the Stated Maturity at the option of the Holder on
the Optional Repayment Dates shown on the face hereof at a price equal to 100%
of the principal amount hereof or, if this Note is a Discounted Security (as
specified on the face hereof), at the applicable Optional Repayment Price shown
on the face hereof, together with accrued interest to the date of repayment;
provided, however, that interest installments due prior to the date fixed for
repayment will be payable to the Holder of record at the close of business on
the applicable Regular Record Date. Any repayment in part will be in
increments of $1,000 or the minimum denomination specified on the face hereof
(provided that any remaining principal amount thereof shall be at least $1,000
or such minimum denomination). For any Note to be repaid, such Note must be
received, together with the form thereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office (or such other
address of which the Company shall from time to time notify the Holders) not
more than 60 nor less than 30 days prior to the date of repayment. Exercise of
such repayment option by the Holder will be irrevocable.

In the case of Book-Entry Notes represented by a Global Security or
Securities held by or on behalf of the Depositary, and registered in the name
of the Depositary or the Depositary's nominee, the option for repayment may be
exercised by the applicable participant that has an account with the

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<PAGE> 34
Depositary, on behalf of the beneficial owners of the Global Security or
Securities representing such Book-Entry Notes, by delivering a written notice
substantially similar to the above mentioned form to the Trustee at its
Corporate Trust Office (or such other address of which the Company shall from
time to time notify the Holders), not more than 60 nor less than 30 days prior
to the date of repayment. Notices of elections from participants on behalf of
beneficial owners of the Global Security or Securities representing such
Book-Entry Notes to exercise their option to have such Book-Entry Notes repaid
must be received by the Trustee by 5:00 P.M., New York City time, on the last
day for giving such notice. In order to ensure that a notice is received by
the Trustee on a particular day, the beneficial owner of the Global Security or
Securities representing such Book-Entry Notes must so direct the applicable
participant before such participant's deadline for accepting instructions for
that day. All notices shall be executed by a duly authorized officer of such
participant (with signatures guaranteed) and shall be irrevocable. In
addition, beneficial owners of the Global Security or Securities representing
Book-Entry Notes shall effect delivery at the time such notices of election are
given to the Depositary by causing the applicable participant to transfer such
beneficial owner's interest in the Global Security or Securities representing
such Book-Entry Notes, on the Depositary's records, to the Trustee.

Section 5. Sinking Fund. Unless otherwise specified on the face
hereof, the Notes will not be subject to any Sinking Fund.

Section 6. Original Issue Discount Notes. Notwithstanding anything
herein to the contrary, if this Note is an Original Issue Discount Note, the
amount payable in the event of redemption or repayment, or declaration of
acceleration following an Event of Default, prior to the Stated Maturity hereof
in lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the date of
repayment, or the date of declaration of acceleration, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to the sum of
(i) the principal amount of such Note multiplied by the Issue Price (expressed,
for this purpose, as a percentage of the principal amount of the Note) set
forth on the face hereof plus (ii) the portion of the difference between the
dollar amount determined pursuant to the preceding clause (i) and the principal
amount of such Note that has accrued at the yield to maturity set forth on the
face hereof (computed in accordance with generally accepted financial
practices) to such date of declaration, but in no event shall the Amortized
Face Amount of an Original Issue Discount Note exceed its principal amount.

Section 7. Events of Default. In case an Event of Default, as
defined in the Indenture, with respect to the Notes shall have occurred and be
continuing, the Trustee or Holders of at least 25% in principal amount of the
Notes outstanding may declare the principal amount of all the Notes, and upon
such declaration such principal amount of all the Notes, shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

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<PAGE> 35
in exchange hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.

Section 9. Authorized Denominations. Notes are issuable in
registered form without coupons in the minimum denomination of $1,000, or the
equivalent thereof in the Specified Currency, and in any larger amount that is
an integral multiple of $1,000. Notes may be exchanged by the Holder hereof
without charge except for any tax or other governmental charge imposed in
connection therewith, for a like aggregate principal amount of Notes of other
authorized denominations in the manner and subject to the limitations provided
in the Indenture at the office or agency to be maintained by the Company in The
City of New York, New York, or at such other location or locations as may be
provided for in the Indenture.

Section 10. Registration of Transfer. Upon due presentment for
registration of transfer of this Note at the office or agency of the Company
maintained for such purpose, one or more new Notes of authorized denominations,
for an equal aggregate principal amount, will be issued to the transferee in
exchange therefor subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.

Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, this global Note other than
pursuant to clauses (w), (x), (y) or (z) above, shall be authenticated and
delivered in the form of, and shall be, a Global Security. Except as provided
above, owners of beneficial interests in this permanent Global Security will
not be entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof for any purpose
under the Indenture.

Section 11. Owners. Prior to due presentment for registration of
transfer of this Note, the Company, the Trustee, any Paying Agent and the
Security Registrar may deem and treat the registered

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<PAGE> 36
Holder hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the
principal hereof, and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any Paying Agent nor any Security Registrar shall be affected by any notice to
the contrary.

Section 13. Definitions. All capitalized terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
therein.

Section 14. Governing Law. This Note shall be governed and construed
in accordance with the law of the State of New York.

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<PAGE> 37
OPTION TO ELECT REPAYMENT

The undersigned owner of this Note hereby irrevocably elects to have
the Company repay the principal amount of this Note or portion hereof below
designated at the Optional Repayment Price indicated on the face hereof.

Dated:_________________________
_______________________________________
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEE - required only if Securities
are to be issued and delivered to the
other than the registered holder]

Principal amount to be repaid, if Fill in for registration of Securities
amount to be repaid is less the if to be issued otherwise than to the
principal amount of this Security then registered holder:
(principal amount remaining must be
an authorized denomination) Name:__________________________________
Address:_______________________________
______________________________
(Please print name and address
$______________________________ including zip code)

SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER

________________________________________

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<PAGE> 38
ABBREVIATIONS

The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ................Custodian................
(Cust) (Minor)

Under Uniform Gifts to Minors Act

_____________________________
(State)

Additional abbreviations may also be used though not in the above
list.
____________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.

Dated:

____________________
Signature

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

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<PAGE> 1
EXHIBIT 4.13

Draft of August 10, 1994
U.S. $200,000,000
FEDERAL MOGUL CORPORATION
MEDIUM-TERM NOTES, SERIES A

DISTRIBUTION AGREEMENT

August 12, 1994

Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center, 12th Floor,
New York, New York 10285

CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055

Salomon Brothers Inc
7 World Trade Center
New York, New York 10048

Chemical Securities Inc.
270 Park Avenue
New York, New York 10017

Dear Sirs:

Federal-Mogul Corporation, a Michigan corporation (the "Company"),
confirms its agreement with each of you (individually, an "Agent" and
collectively, the "Agents") (which terms shall, for all purposes of this
Agreement, include Lehman Government Securities Inc., an affiliate of Lehman
Brothers Inc.) with respect to the issuance and sale from time to time by the
Company of its Medium-Term Notes, Series A (the "Notes"), registered under the
registration statement referred to in Section 1(a) in an aggregate amount not
to exceed the amount of Registered Securities (as defined in Section 1(a)
hereof) registered pursuant to such registration statement reduced by the
aggregate amount of any other Registered Securities sold otherwise than
pursuant to Section 2 of this Agreement. The Notes are to be issued from time
to time pursuant to an indenture, dated as of August 12, 1994 (as it may be
supplemented or amended from time to time, the "Indenture"), between the
Company and Continental Bank, as trustee (the "Trustee").

The Notes shall have the maturity ranges, applicable interest rates or
interest rate formulas, specified currency, issue price, redemption and
repayment provisions and other terms set forth in the Prospectus referred to in
Section 1(a) as it may be amended or supplemented from time to time, including
any supplement providing for the interest rate, maturity and other terms of any
Note (a "Pricing Supplement"). The Notes will be issued, and the terms thereof
established, from time to time, by the Company in accordance with the Indenture
and the Procedures referred to below. This Agreement shall only apply to sales
of the Notes and not to sales of any other securities or evidences of
indebtedness of the Company and only on the specific terms set forth herein.

<PAGE> 2
Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell its Notes directly on its own
behalf, the Company hereby (i) appoints each of the Agents as the agent of the
Company for the purpose of soliciting and receiving offers to purchase Notes
from the Company and (ii) agrees that whenever the Company determines to sell
Notes directly to an Agent as principal it will enter into a separate agreement
(each a "Purchase Agreement"). Each such Purchase Agreement, whether oral (and
confirmed in writing, which may be by facsimile transmission) or in writing,
shall be with respect to such information (as applicable) as specified in
Exhibit C hereto, relating to such sale in accordance with Section 2(e) hereof.

SECTION 1. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to each Agent as of the date
hereof, as of the Closing Date (defined herein) and as of the times referred to
in Sections 6(a) and 6(b) hereof (the Closing Date and each such time being
hereinafter sometimes referred to as a "Representation Date"), as follows:

(a) General. A registration statement on Form S-3 (No. 33-54717),
including a prospectus, relating to debt securities of the Company, including
the Notes (the "Registered Securities"), has been prepared and filed by the
Company in conformity with the requirements of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission")
thereunder, and has become effective under the Act. The Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). As used in this Agreement (i) "Registration Statement" means
such registration statement when it became effective under the Act, and as from
time to time amended or supplemented thereafter (if any post-effective
amendment to such registration statement has been filed with the Commission
prior to the execution and delivery of this Agreement, the time the most recent
such amendment has been declared effective by the Commission); (ii) "Basic
Prospectus" means the prospectus (including all documents incorporated therein
by reference) included in the Registration Statement; and (ii) "Prospectus"
means the Basic Prospectus (together with all documents incorporated therein by
reference) and any amendments or supplements thereto (including the applicable
Pricing Supplement) relating to the Notes, as filed with the Commission
pursuant to paragraph (b) of Rule 424 of the Rules and Regulations. The
Commission has not issued any order preventing or suspending the use of the
Prospectus. Any reference in this Agreement to amending or supplementing the
Prospectus shall be deemed to include the filing of materials incorporated by
reference in the Prospectus after the Closing Date (defined herein) and any
reference in this Agreement to any amendment or supplement to the Prospectus
shall be deemed to include any such materials incorporated by reference in the
Prospectus after the Closing Date (defined herein).

(b) Registration Statement, Prospectus and Indenture: Contents. The
Registration Statement and each Prospectus conformed, and the Registration
Statement and each Prospectus will conform as of the applicable Representation
Date and at all times during each period during which, in the opinion of
counsel for the Agents, a prospectus relating to the Notes is required to be
delivered under the Act (each a "Marketing Period"), in all respects to the
requirements of the Act, the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Trust Indenture Act, and the rules and regulations of the
Commission under such Acts; the Indenture, including any amendments and
supplements thereto, conforms with the requirements of the Trust Indenture Act
and the rules and regulations of the Commission thereunder; and the
Registration Statement and each Prospectus do not, and will not as of the
applicable Representation Date and at all times during each Marketing Period,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company makes no representation or
warranty

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<PAGE> 3
as to information contained in or omitted from the Registration Statement or
any Prospectus in reliance upon and in conformity with written information
furnished to the Company by the Agents specifically for inclusion therein or to
any statements in or omissions from the statement of eligibility and
qualification on Form T-1 (the "Form T-1") of the Trustee under the Trust
Indenture Act.

(c) Validity of the Indenture and the Notes. (i) The Indenture has
been duly authorized, executed and delivered by the Company and constitutes the
valid and legally binding obligation of the Company, enforceable in accordance
with its terms; (ii) the Notes have been validly authorized for issuance and
sale pursuant to this Agreement and, when the terms of the Notes and of their
issue and sale have been duly established in accordance with the Indenture and
this Agreement so as not to violate any applicable law or agreement or
instrument binding on the Company, and the Notes have been duly executed,
authenticated, delivered and paid for as provided in this Agreement and the
Indenture, the Notes will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the Company entitled to the
benefits of the Indenture and enforceable in accordance with their terms and
the terms of the Indenture; and (iii) the Notes and the Indenture conform to
the descriptions thereof contained in each Prospectus. The validity,
enforceability and legally binding nature of the Indenture and the Notes are
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

(d) Doing Business with Cuba. The Company confirms as of the date
hereof, and each acceptance by the Company of an offer to purchase Notes will
be deemed to be an affirmation, that the Company is in compliance with all
provisions of Section 1 of Laws of Florida, Chapter 92- 198, An Act Relating to
Disclosure of Doing Business with Cuba, and the Company further agrees that if
it commences engaging in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the Registration Statement
becomes or has become effective with the Commission or with the Florida
Department of Banking and Finance (the "Department"), whichever date is later,
or if the information reported in the Prospectus, if any, concerning the
Company's business with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the Department notice of
such business or change, as appropriate, in a form acceptable to the
Department.

SECTION 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL

(a) Appointment. Subject to the terms and conditions stated herein,
the Company hereby appoints each of the Agents as the exclusive agents of the
Company for the purpose of soliciting or receiving offers to purchase the Notes
from the Company by others. On the basis of the representations and warranties
contained herein, but subject to the terms and conditions herein set forth,
each Agent agrees, as the exclusive agents of the Company, to use its
reasonable efforts to solicit offers to purchase the Notes upon the terms and
conditions set forth in the Prospectus. Except as otherwise provided herein, so
long as this Agreement is in effect with respect to any Agent the Company shall
not without the consent of the each such Agent, solicit or accept offers to
purchase Notes otherwise than through one of the Agents provided, however, the
Company expressly reserves the right to sell Notes directly to investors. The
Company may, however, accept offers to purchase particular Notes through an
agent other than an Agent, provided that (i) the Company shall not have
solicited such offers, (ii) the Company and such agent shall have executed an
agreement with respect to such purchases having the same terms and conditions
(including, without limitation, commission and discount rates) as those which
would apply to such purchases under this Agreement if such agent were an Agent
(which may be accomplished by

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<PAGE> 4
incorporating by reference in such agreement the terms and conditions of this
Agreement) and (iii) the Company shall provide the Agents with a copy of such
agreement promptly following the execution thereof. Each Agent may also
purchase Notes from the Company as principal for purposes of resale, as more
fully described in paragraph (e) of this Section.

(b) Suspension of Solicitation. The Company reserves the right, in
its sole discretion, to suspend solicitation of offers to purchase the Notes
commencing at any time for any period of time or indefinitely. Upon receipt of
at least one business day's prior written notice from the Company, the Agents
will forthwith suspend solicitation of offers to purchase Notes from the
Company until such time as the Company has advised the Agents that such
solicitation may be resumed. For the purpose of the foregoing sentence,
"business day" shall mean any day which is not a Saturday or Sunday and which
is not a day on which (i) banking institutions are generally authorized or
obligated by law or executive order to close in The City of New York and (ii)
the New York Stock Exchange, Inc. is closed for trading.

Upon receipt of notice from the Company as contemplated by Section
3(c) hereof, each Agent shall suspend its solicitation of offers to purchase
Notes until such time as the Company shall have furnished it with an amendment
or supplement to the Registration Statement or the Prospectus, as the case may
be, contemplated by Section 3(c) and shall have advised such Agent that such
solicitation may be resumed.

(c) Agent's Commission. Promptly upon the closing of the sale of any
Notes sold by the Company as a result of a solicitation made by or offer to
purchase received by an Agent, the Company agrees to pay such Agent a
commission, in the form of a discount, in accordance with the schedule set
forth in Exhibit A hereto.

(d) Solicitation of Offers. The Agents are authorized to solicit
offers to purchase the Notes only in denominations as are specified in the
Prospectus at a purchase price as shall be specified by the Company. Each Agent
shall communicate to the Company, orally or in writing, each reasonable offer
to purchase Notes received by it as an Agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any such offer in
whole or in part. Each Agent shall have the right, in its discretion reasonably
exercised without advising the Company, to reject any offer to purchase the
Notes received by it, in whole or in part, and any such rejection shall not be
deemed a breach of its agreement contained herein.

No Note which the Company has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold by, the
Company, until such Note shall have been delivered to the purchaser thereof
against payment by such purchaser.

(e) Purchases as Principal. Each sale of Notes to any Agent as
principal, for resale to one or more investors or to another broker-dealer
(acting as principal for purposes of resale), shall be made in accordance with
the terms of this Agreement and a Purchase Agreement whether oral (and
confirmed in writing by such Agent to the Company, which may be by facsimile
transmission) or in writing, which will provide for the sale of such Notes to,
and the purchase thereof by, such Agent. A Purchase Agreement may also specify
certain provisions relating to the reoffering of such Notes by such Agent. The
commitment of any Agent to purchase Notes from the Company as principal shall
be deemed to have been made on the basis of the representations and warranties
of the Company herein contained and shall be subject to the terms and
conditions herein set forth. Each Purchase Agreement shall specify the
principal amount and terms of the Notes to be purchased by an Agent, the time
and date (each such time and date being referred to herein as a "Time of
Delivery") and place of delivery of and payment for such Notes and such other
information (as applicable) as is set forth in Exhibit C hereto. The Company
agrees

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<PAGE> 5
that if any Agent purchases Notes as principal for resale such Agent shall
receive such compensation, in the form of a discount or otherwise, as shall be
indicated in the applicable Purchase Agreement or, if no compensation is
indicated therein a commission in accordance with Exhibit A hereto. Any Agent
may utilize a selling or dealer group in connection with the resale of such
Notes. In addition, any Agent may offer the Notes it has purchased as principal
to other dealers. Any Agent may sell Notes to any dealer at a discount and,
unless otherwise specified in the applicable Pricing Supplement, such discount
allowed to any dealer will not be in excess of 66 2/3% of the discount to be
received by such Agent from the Company. Such Purchase Agreement shall also
specify any requirements for delivery of opinions of counsel, accountant's
letters and officers' certificates pursuant to Section 5 hereof.

(f) Administrative Procedures. Administrative procedures respecting
the sale of Notes (the "Procedures") are set forth in Exhibit B hereto and may
be amended in writing from time to time by the Agents and the Company. Each
Agent and the Company agree to perform the respective duties and obligations
specifically provided to be performed by each of them herein and in the
Procedures. The Procedures shall apply to all transactions contemplated
hereunder including sales of Notes to any Agent as principal pursuant to a
Purchase Agreement, unless otherwise set forth in such Purchase Agreement.

(g) Delivery of Documents. The documents required to be delivered by
Section 5 hereof shall be delivered at the offices of Sullivan & Cromwell, 250
Park Avenue, New York, New York 10177, not later that 10:00 A.M., New York City
time, on the date of this Agreement or at such later time as may be mutually
agreed upon by the Company and the Agents, which in no event shall be later
than the time at which the Agents commence solicitation of offers to purchase
Notes hereunder (the "Closing Date").

SECTION 3. COVENANTS OF THE COMPANY

The Company covenants and agrees:

(a) Delivery of Signed Registration Statement. To furnish promptly
to the Agents and to their counsel a signed copy of the Registration Statement
as originally filed and each amendment or supplement thereto.

(b) Delivery of Other Documents. To deliver promptly to the Agents,
and in such number as they may request, each of the following documents: (i)
conformed copies of the Registration Statement (excluding exhibits other than
the computation of the ratio of earnings to fixed charges, the Indenture, this
Agreement and such other exhibits that the Agents may request), (ii) the Basic
Prospectus, (iii) each Prospectus and (iv) any documents incorporated by
reference in the Prospectus.

(c) Revisions to Prospectus - Material Changes. If, during any
Marketing Period, any event occurs as a result of which the Prospectus would
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading, or if it is
necessary at any time to amend any Prospectus to comply with the Act, to notify
the Agents promptly, in writing, to suspend solicitation of purchases of the
Notes; and if the Company shall decide to amend or supplement the Registration
Statement or any Prospectus, to promptly advise the Agents by telephone (with
confirmation in writing) and to promptly, in writing, prepare and file with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance; provided, however,
that if during the period referred to above any Agent shall own any Notes which
it has purchased from the Company as principal with the intention of reselling
them, the Company shall promptly prepare and timely file with the Commission
any amendment or supplement to the

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<PAGE> 6
Registration Statement or any Prospectus that may, in the judgment of the
Company or the Agents, be required by the Act or requested by the Commission.

(d) Commission Filings. To timely file with the Commission during
any Marketing Period, all documents (and any amendments to previously filed
documents) required to be filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act.

(e) Copies of Filings with Commission. Prior to filing with the
Commission during any Marketing Period, (i) any amendment or supplement to the
Registration Statement, (ii) any amendment or supplement to any Prospectus or
(iii) any document incorporated by reference in any of the foregoing or any
amendment of or supplement to any such incorporated document, to furnish a copy
thereof to the Agents.

(f) Notice to Agent of Certain Events. To advise the Agents
immediately (i) when any post-effective amendment to the Registration Statement
relating to or covering the Notes becomes effective, (ii) of any request or
proposed request by the Commission for an amendment or supplement to the
Registration Statement, to any Prospectus, to any document incorporated by
reference in any of the foregoing or for any additional information and the
Company will afford the Agents a reasonable opportunity to comment on any such
proposed amendment or supplement, (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
any part thereof or any order directed to any Prospectus or any document
incorporated therein by reference or the initiation or threat of any stop order
proceeding or of any challenge to the accuracy or adequacy of any document
incorporated by reference in any Prospectus, (iv) of receipt by the Company of
any notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose, (v) of any downgrading in the rating of the Notes
or any other debt securities of the Company, or any proposal to downgrade the
rating of the Notes or any other debt securities of the Company, by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), or any public announcement that any
such organization has under surveillance or review its rating of any debt
securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading of such rating) as soon as the Company learns of any such
downgrading, proposal to downgrade or public announcement and (vi) of the
happening of any event which makes untrue any statement of material fact made
in the Registration Statement or any Prospectus or which requires the making of
a change in the Registration Statement or any Prospectus in order to make any
material statement therein not misleading.

(g) Stop Orders. If, during any Marketing Period, the Commission
shall issue a stop order suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain the lifting of that order
at the earliest possible time.

(h) Earnings Statements. As soon as practicable, but not later than
18 months, after the date of each acceptance by the Company of an offer to
purchase Notes hereunder, to make generally available to its security holders
an earnings statement covering a period of at least 12 months beginning after
the later of (i) the effective date of the Registration Statement, (ii) the
effective date of the most recent post-effective amendment to the Registration
Statement to become effective prior to the date of such acceptance and (iii)
the date of the Company's most recent Annual Report on Form 10-K filed with the
Commission prior to the date of such acceptance which will satisfy the
provisions of Section 11(a) of the Act (including, at the option of the
Company, Rule 158 of the Rules and Regulations under the Act).

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<PAGE> 7
(i) Copies of Reports, Releases and Financial Statements. So long as
any of the Notes are outstanding, to furnish to the Agents, not later than the
time the Company makes the same available to others, copies of all public
reports or releases and all reports and financial statements furnished by the
Company to any securities exchange on which the Notes are listed pursuant to
requirements of or agreements with such exchange or to the Commission pursuant
to the Exchange Act or any rule or regulation of the Commission thereunder.

(j) Blue Sky Qualifications. To endeavor, in cooperation with the
Agents, to qualify the Notes for offering and sale under the securities laws of
such jurisdictions as the Agents may designate, and to maintain such
qualifications in effect for as long as may be required for the distribution of
the Notes; and to file such statements and reports as may be required by the
laws of each jurisdiction in which the Notes have been qualified as above
provided.

(k) Holdback. Between the date of a Purchase Agreement and the date
of delivery of the Notes with respect thereto, the Company will not offer or
sell, or enter into any agreement to sell, any of its debt securities, other
than borrowings under the Company's revolving credit agreements and lines of
credit, the private placement of securities and issuances of its commercial
paper.

(l) Pricing Supplement. To prepare, with respect to any Notes to be
sold through or to the Agents pursuant to this Agreement, a Pricing Supplement
with respect to such Notes in a form previously approved by the Agents and to
file such Pricing Supplement timely pursuant to Rule 424 under the Act with the
Commission.

SECTION 4. PAYMENT OF EXPENSES

The Company will pay:

(i) the costs incident to the authorization, issuance,
sale and delivery of the Notes and any taxes payable in that
connection,

(ii) the costs incident to the preparation, printing
and filing under the Act of the Registration Statement and any
amendments and exhibits thereto,

(iii) the costs incident to the preparation, printing
and filing of any document and any amendments and exhibits thereto
required to be filed by the Company under the Exchange Act,

(iv) the costs of distributing the Registration
Statement as originally filed, and each amendment and post-effective
amendment thereof (including exhibits), the Basic Prospectus, each
Prospectus, any supplement or amendment to any Prospectus and any
documents incorporated by reference in any of the foregoing documents,

(v) the fees and disbursements of the Trustee, any
paying agent, any calculation agent, any exchange agent and any other
agents appointed by the Company, and their respective counsel,

(vi) the costs and fees in connection with the listing
of the Notes on any securities exchange,

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<PAGE> 8
(vii) the cost and fees in connection with any filings
with the National Association of Notes Dealers, Inc.,

(viii) the reasonable fees and disbursements of counsel
to the Company and counsel to the Agents,

(ix) the fees paid to rating agencies in connection
with the rating of the Notes,

(x) the fees and expenses of qualifying the Notes
under the securities laws of the several jurisdictions as provided in
Section 3(j) hereof and of preparing and printing a Blue Sky
Memorandum and a memorandum concerning the legality of the Notes as an
investment (including fees and expenses of counsel for the Agents in
connection therewith),

(xi) all advertising expenses in connection with the
offering of the Notes incurred with the consent of the Company, and

(xii) all other costs and expenses arising out of the
transactions contemplated hereunder and incident to the performance of
the Company's obligations under this Agreement or otherwise in
connection with the activities of the Agents under this Agreement.

SECTION 5. CONDITIONS OF OBLIGATIONS OF AGENT

The obligation of the Agents, as agents of the Company, under this
Agreement to solicit offers to purchase the Notes, the obligation of any person
who has agreed to purchase Notes to make payment for and take delivery of
Notes, and the obligation of any Agent to purchase Notes pursuant to any
Purchase Agreement, is subject to the accuracy, on each Representation Date, of
the representations and warranties of the Company contained herein, to the
accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance by the Company
of its obligations hereunder, and to each of the following additional terms and
conditions:

(a) Registration Statement. The Prospectus as amended or
supplemented (including the Pricing Supplement) with respect to such Notes
shall have been filed with the Commission pursuant to Rule 424(b) under the Act
within the applicable time period prescribed for such filing by the Rules and
Regulations and in accordance with Section 3(1) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
nor any order directed to any document incorporated by reference in any
Prospectus have been issued and no stop order proceeding shall have been
initiated or threatened by the Commission and no challenge shall have been made
to the accuracy or adequacy of any document incorporated by reference in any
Prospectus; any request of the Commission for inclusion of additional
information in the Registration Statement or any Prospectus or otherwise shall
have been complied with; and the Company shall not have filed with the
Commission any amendment or supplement to the Registration Statement or any
Prospectus (or any document incorporated by reference therein) without the
consent of the Agents.

(b) No Suspension of Sale of the Notes. No order suspending the sale
of the Notes in any jurisdiction designated by the Agents pursuant to Section
3(j) hereof shall have been issued, and no proceeding for that purpose shall
have been initiated or threatened.

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<PAGE> 9
(c) No Material Omissions or Untrue Statements. Neither the
Registration Statement nor any Prospectus contains an untrue statement of a
fact which, in the opinion of counsel for the Agents, is material or omits to
state a fact which, in the opinion of such counsel, is material and is required
to be stated therein or is necessary to make the statements therein not
misleading.

(d) Legal Matters Satisfactory to Counsel. All corporate proceedings
and other legal matters incident to the authorization, form and validity of
this Agreement, the Notes, the Indenture, the form of the Registration
Statement, each Prospectus (other than financial statements and other financial
data) and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be satisfactory in all respects to
counsel for the Agents and the Company shall have furnished to such counsel all
documents and information that they may reasonably request to enable them to
pass upon such matters.

(e) Opinion of Company Counsel. At the Closing Date, the Agents
shall have received the opinion, addressed to the Agents and dated the Closing
Date, of George N. Bashara, Jr., General Counsel of Federal-Mogul Corporation,
in form and substance satisfactory to the Agents and counsel, to the effect
that:

(i) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the State of
Michigan, with corporate power and authority to own its properties and
conduct its business as described in the Prospectuses; and the Company
is duly qualified to do business as a foreign corporation in good
standing in each jurisdiction in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification and in which the consequences of a failure to so qualify
would have a material adverse effect on the properties or business of
the Company and its subsidiaries taken as a whole;

(ii) No consent, approval, authorization or order of,
or filing with, any governmental agency or body or any court is
required for the consummation of the transactions contemplated by this
Agreement or the Purchase Agreements, if any, in connection with the
issuance or sale of the Notes by the Company, except such as have been
obtained and made under the Act and such as may be required under
state securities laws;

(iii) The execution, delivery and performance of this
Agreement and the Purchase Agreements, if any, and the issuance and
sale of the Notes will not result in a breach or violation of any of
the terms and provisions, of, or constitute a default under, any
statute, any rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Company or any
subsidiary of the Company or any of their properties, or any agreement
or instrument to which the Company or any such subsidiary is a party
or by which the Company or any such subsidiary is bound or to which
any of the properties of the Company or any such subsidiary is
subject, or the charter or by-laws of the Company or any such
subsidiary, and the Company has full power and authority to authorize,
issue and sell the Notes as contemplated by this Agreement and the
Purchase Agreements, respectively;

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<PAGE> 10
the registration statement relating to the Registered Securities, as
of its effective date, the Registration Statement and the Prospectus,
as of the date of this Agreement, and any amendment or supplement
thereto, as of their respective dates, complied as to form in all
material respects with the requirements of the Act and the Rules and
Regulations; such counsel has no reason to believe that such
registration statement, as of its effective date, the Registration
Statement or any amendments or supplements thereto, as of their
respective dates, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading or that
the Prospectuses or any amendments or supplements thereto, as of
their respective dates, contained any untrue statement of a material
fact or omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they
were made, not misleading; the descriptions in the Registration
Statement and Prospectuses of statutes, legal and governmental
proceedings and contracts and other documents are accurate and fairly
present the information required to be shown; and such counsel does not
know of any legal or governmental proceedings required to be described
in the Registration Statement or the Prospectuses which are not
described as required or of any contracts or documents of a character
required to be described in the Registration Statement or Prospectuses
or to be filed as exhibits to the Registration Statement which are not
described and filed as required; it being understood that such counsel
need express no opinion as to the financial statements or other
financial data contained in the Registration Statement or the
Prospectuses;

(v) This Agreement and the Purchase Agreements, if
any, have been duly authorized, executed and delivered by the Company;
and

(vi) The Company has the corporate power and authority
necessary to execute and deliver this Agreement and to perform its
obligations (including the sale and delivery of the Notes under this
Agreement) hereunder; and this Agreement has been duly authorized,
executed and delivered by the Company.

(f) The Representatives shall have received an opinion, dated such
Closing Date, of Wachtell, Lipton, Rosen & Katz, counsel for the Company, to
the effect that:

(i) Under the laws of the State of New York and
federal law, no consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
for the consummation of the transactions contemplated by this
Agreement or the Purchase Agreements, if any, in connection with the
issuance or sale of the Notes by the Company, except such as have been
obtained and made under the Act and such as may be required under
state securities laws;

(ii) To the knowledge of such counsel, under the laws
of the State of New York and federal law, the execution, delivery and
performance of this Agreement and the Purchase Agreements, if any,
and the issuance and sale of the Notes will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the
Company or any subsidiary of the Company or any of their properties,
or any agreement or instrument to which the Company is a party, or by
which the Company is bound, or to which any of the properties of the
Company is subject, or the charter or by-laws of the Company, and the
Company has full power and authority to authorize, issue and sell the
Notes as contemplated by this Agreement and the Purchase Agreements,
if any, respectively;

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<PAGE> 11
(iii) To the extent applicable, such counsel has
reviewed the information in the Prospectuses under the caption
"Certain United States Federal Income Tax Consequences", if any, and
to the extent they constitute matters of law or legal conclusion, they
are accurate in all material respects;

(iv) The Registration Statement has become effective
under the Act, the Prospectus was filed with the Commission pursuant
to the subparagraph of Rule 424(b) specified in such opinion on the
date specified therein, and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the Act, and the registration statement relating to
the Registered Securities, as of its effective date, the Registration
Statement and the Prospectuses, as of the date of this Agreement, and
any amendment or supplement thereto, as of their respective dates,
complied as to form in all material respects with the requirements of
the Act and the Rules and Regulations; such counsel have no reason to
believe that such registration statement, as of its effective date,
the Registration Statement, or any amendments or supplements thereto,
as of their respective dates, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectuses or any amendments or supplements
thereto, as of their respective dates, contained any untrue statement
of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading; it being understood that
such counsel need express no opinion as to the financial statements or
other financial data contained in the Registration Statement or the
Prospectuses;

(v) The Indenture has been duly authorized by the
Company, duly executed and delivered by the Company and the Trustee
and duly qualified under the Trust Indenture Act and is a valid and
legally binding obligation of the Company enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general
equity principles;

(vi) The Notes are in a form contemplated by the
Indenture and have been duly authorized by all necessary corporate
action and, when the terms of the Notes and of their issue and sale
have been duly established in accordance with the Indenture and this
Agreement so as not to violate any applicable law or agreement or
instrument then binding on the Company, and when the Notes have been
duly executed and authenticated as specified in the Indenture and
delivered against payment therefor in accordance with this Agreement,
the Notes will be legal, valid and binding obligations of the Company
enforceable in accordance with their terms, and entitled to the
benefits of the Indenture; and

(vii) The Notes and the Indenture conform to the
statements concerning each of them in the Registration Statement and
the Prospectus.

The opinions set forth in paragraphs (v) and (vi) above are subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

In rendering such opinion, Wachtell, Lipton, Rosen & Katz may rely as
to all matters governed by Michigan law upon the opinion of George N. Bashara,
Jr. referred to above (provided that they shall state that they believe that
the Agents are justified in relying upon such opinion).

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<PAGE> 12
(g) Officers' Certificate. The Company shall have furnished to the
Agents on the Closing Date a certificate, dated the Closing Date, of its
President or a Senior Vice President or a Vice President and its Treasurer,
Chief Financial Officer, Controller or an Assistant Treasurer stating that:

(i) The representations, warranties and agreements of
the Company in Section 1 hereof are true and correct as of the Closing
Date; the Company has complied with all its agreements contained
herein; and the conditions set forth in Sections 5(a) and 5(b) hereof
have been fulfilled; and

(ii) They have carefully examined the Registration
Statement and the Prospectus and, in their opinion, (A) the
Registration Statement, as of its effective date, did not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, (B) the Prospectus does not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, and (C) since the effective date of the Registration
Statement there has not occurred any event required to be set forth in
an amended or supplemented prospectus which has not been so set forth.

(h) Accountant's Letter. The Company shall have furnished to the
Agents on the Closing Date a letter of Ernst & Young LLP, addressed jointly to
the Company and the Agents and dated the Closing Date, of the type described in
the American Institute of Certified Public Accountants' Statement on Auditing
Standards No. 72, in form and substance satisfactory to the Agents, confirming
that they are independent accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating in effect
that:

(i) In their opinion, the financial statements and
schedules, if any, examined by them and included in the prospectus
contained in the Registration Statement comply in form in all material
respects with the applicable accounting requirements of the Act and
the related published Rules and Regulations;

(ii) They have made a review of any unaudited financial
statements included in the Prospectus in accordance with standards
established by the American Institute of Certified Public Accountants;

(iii) On the basis of the review referred to in (ii)
above and a reading of the latest available interim financial
statements of the Company, inquiries of officials of the Company who
have responsibility for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that:

(A) the unaudited financial statements, if any,
included in the Prospectus do not comply in form in all
material respects with the applicable accounting requirements
of the Act and the related published Rules and Regulations or
are not in conformity with generally accepted accounting
principles;

(B) the unaudited capsule information, if any,
included in the Prospectus does not agree with the amounts set
forth in the unaudited consolidated financial statements from
which it was derived or was not determined on a basis
substantially consistent with that of the audited financial
statements included in the Prospectus;

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<PAGE> 13
(C) at the date of the latest available balance sheet
read by such accountants, or at a subsequent specified date
not more than five days prior to the Closing Date, there was
any change in the capital stock, any increase in short-term
indebtedness or long-term debt of the Company and consolidated
subsidiaries or, at the date of the latest available balance
sheet read by such accountants, there was any decrease in
consolidated net current assets or net assets as compared with
amounts shown on the latest balance sheet included in the
Prospectus; or

(D) for the period from the date of the latest
income statement included in the Prospectus to the closing
date of the latest available income statement read by such
accountants there were any decreases, as compared with the
corresponding period of the previous year in consolidated
revenues, earnings from continuing operations before income
taxes and cumulative effect of accounting change, or net
earnings, or in the ratio of earnings to fixed charges;

except in all cases set forth in clauses (C) and (D) above for
changes, increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter; and

(iv) They have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other financial
information contained in the Prospectus (in each case to the extent
that such dollar amounts, percentages and other financial information
are derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.

(i) Other Accountants' Letters. The Company shall have furnished to
the Agents on the Closing Date a letter of Arthur Andersen & Co., addressed
jointly to the Company and the Agents and dated the Closing Date, in
substantially the form agreed to by the parties to this Agreement.

All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Prospectus for purposes of this subsection.

(j) Agent's Counsel. The Agents shall have received from Sullivan &
Cromwell, counsel to the Agents, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus and other related matters as the Agents
may reasonably require, and the Company shall have furnished to such counsel
such documents as they may request for the purpose of enabling them to pass
upon such matters.

(k) Additional Conditions. There shall not have occurred: (i) any
change in the capital stock or long-term debt of the Company or any of its
Subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, shareholder's equity,
business, properties, condition (financial or other), results of operations or
prospects of the Company which in the opinion of the Agents materially impairs
the investment quality of the Notes; (ii) a suspension or material limitation
in trading in securities generally on the New York Stock Exchange, the American
Stock Exchange or the over-the-counter market or the establishment of minimum
prices on such exchanges or such market by the Commission, by such exchange or
by any other regulatory body or governmental authority having jurisdiction;
(iii) a general moratorium on commercial banking activities declared by
Federal, or New York State authorities; (iv) any downgrading in the rating
accorded the Company's debt

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<PAGE> 14
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act), or any public announcement
that any such organization has under surveillance or review its rating of any
debt securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (v) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national calamity or emergency; or (vi) any
material adverse change in the existing financial, political or economic
conditions in the United States, including any effect of international
conditions on the financial markets in the United States, that in the judgment
of the Agents makes it impracticable or inadvisable to proceed with the
solicitation of offers to purchase Notes or the purchase of Notes from the
Company as principal pursuant to the applicable Purchase Agreement, as the case
may be.

(l) Other Information and Documentation. Prior to the Closing Date,
the Company shall have furnished to the Agents such further information,
certificates and documents as the Agents or counsel to the Agents may
reasonably request.

All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in the form and substance satisfactory to
counsel for the Agents.

SECTION 6. ADDITIONAL COVENANTS OF THE COMPANY

The Company covenants and agrees that:

(a) Acceptance of Offer Affirms Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
this Agreement and in any certificate theretofore given to the Agents pursuant
hereto are true and correct at the time of such acceptance, and an undertaking
that such representations and warranties will be true and correct at the time
of delivery to the purchaser or his agent of the Notes relating to such
acceptance as though made at and as of each such time (and such representations
and warranties shall relate to the Registration Statement and the Prospectus as
amended or supplemented to each such time).

(b) Subsequent Delivery of Officers' Certificates. The Company
agrees that during each Marketing Period, each time that the Registration
Statement or any Prospectus shall be amended or supplemented (other than by a
Pricing Supplement providing solely for the interest rates or maturities of the
Notes or the principal amount of Notes remaining to be sold or similar
changes), each time the Company sells Notes to an Agent as principal and the
applicable Purchase Agreement specifies the delivery of an officers'
certificate under this Section 6(b) as a condition to the purchase of Notes
pursuant to such Purchase Agreement or the Company files with the Commission
any document incorporated by reference into any Prospectus, the Company shall
submit to the Agents a certificate, (i) as of the date of such amendment,
supplement, Time of Delivery relating to such sale or filing or (ii) if such
amendment, supplement or filing was not filed during a Marketing Period, as of
the first day of the next succeeding Marketing Period, representing that the
statements contained in the certificate referred to in Section 5(f) hereof
which was last furnished to the Agents are true and correct at the time of such
amendment, supplement or filing, as the case may be, as though made at and as
of such time (except that such statements shall be deemed to relate to the
Registration Statement and each Prospectus as amended and supplemented to such
time).

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<PAGE> 15
(c) Subsequent Delivery of Legal Opinions. (i) The Company agrees
that during each Marketing Period, each time that the Registration Statement or
any Prospectus shall be amended or supplemented (other than by a Pricing
Supplement providing solely for the interest rates or maturities of the Notes
or the principal amount of Notes remaining to be sold or similar changes), each
time the Company sells Notes to an Agent as principal and the applicable
Purchase Agreement specifies the delivery of a legal opinion under this Section
6(c) as a condition to the purchase of Notes pursuant to such Purchase
Agreement or the Company files with the Commission any document incorporated by
reference into any Prospectus, the Company shall, (i) concurrently with such
amendment, supplement, Time of Delivery relating to such sale or filing or (ii)
if such amendment or supplement was not filed during a Marketing Period, on the
first day of the next succeeding Marketing Period, furnish the Agents and their
counsel with the written opinions of the General Counsel or an Associate
General Counsel of the Company, each addressed to the Agents and dated the date
of delivery of such opinion, in form satisfactory to the Agents, of the same
effect as the opinions referred to in Sections 5(e) and 5(f) hereof, but
modified, as necessary, to relate to the Registration Statement and each
Prospectus as amended or supplemented to the time of delivery of such opinion;
provided, however, that in lieu of such opinion, such counsel may furnish the
Agents with a letter to the effect that the Agents may rely on such prior
opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and each Prospectus as amended
or supplemented to the time of delivery of such letter authorizing reliance).

(ii) The Company agrees that during each Marketing Period, each time
that the Registration Statement or any Prospectus shall be amended or
supplemented by the filing of an Annual Report on Form 10-K, the Company shall,
(i) concurrently with such amendment or supplement relating to such filing or
(ii) if such amendment or supplement was not filed during a Marketing Period,
on the first day of the next succeeding Marketing Period, furnish the Agents
and their counsel with the written opinion of Wachtell, Lipton, Rosen & Katz,
counsel for the Company, each addressed to the Agents and dated the date of
delivery of such opinion, in form satisfactory to the Agents, of the same
effect as the opinion referred to in Section 5(f) hereof, but modified, as
necessary, to relate to the Registration Statement and each Prospectus as
amended or supplemented to the time of delivery of such opinion; provided,
however, that in lieu of such opinion, such counsel may furnish the Agents with
a letter to the effect that the Agents may rely on such prior opinion to the
same extent as though it was dated the date of such letter authorizing reliance
(except that statements in such prior opinion shall be deemed to relate to the
Registration Statement and each Prospectus as amended or supplemented to the
time of delivery of such letter authorizing reliance).

(d) Subsequent Delivery of Accountant's Letters. The Company agrees
that during each Marketing Period, each time that the Registration Statement or
any Prospectus shall be amended or supplemented to include additional financial
information, each time the Company sells Notes to an Agent as principal and the
applicable Purchase Agreement specifies the delivery of a letter under this
Section 6(d) as a condition to the purchase of Notes pursuant to such Purchase
Agreement or the Company files with the Commission any document incorporated by
reference into any Prospectus which contains additional financial information,
the Company shall cause Ernst & Young (or other independent accounts of the
Company acceptable to the Agents) to furnish the Agents, (i) concurrently with
such amendment, supplement, Time of Delivery relating to such sale or filing or
(ii) if such amendment, supplement, or filing was not filed during a Marketing
Period, on the first day of the next succeeding Marketing Period, a letter,
addressed jointly to the Company and the Agents and dated the date of delivery
of such letter, in form and substance reasonably satisfactory to the Agents, of
the same effect as the letter referred to in Section 5(g) hereof but modified
to relate to the Registration Statement and each Prospectus, as amended and
supplemented to the date of such letter, with such changes as may be necessary
to reflect changes

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<PAGE> 16
in the financial statements and other information derived from the accounting
records of the Company; provided, however, that if the Registration Statement
or any Prospectus is amended or supplemented solely to include financial
information as of and for a fiscal quarter, such accountants may limit the
scope of such letter to the unaudited financial statements included in such
amendment or supplement unless there is contained therein any other accounting,
financial or statistical information that, in the reasonable judgment of the
Agents, should be covered by such letter, in which event such letter shall also
cover such other information.

(e) Opinion on Settlement Date. On any settlement date for the sale
of Notes, the Company shall, if requested by the Agent that solicited or
received the offer to purchase any Notes being delivered on such settlement
date, furnish such Agent with a written opinion of the General Counsel or
Associate General Counsel of the Company, dated such settlement date, in form
satisfactory to such Agent, to the effect set forth in Section 5(e) hereof, but
modified, as necessary, to relate to the Prospectus relating to the Notes to be
delivered on such settlement date; provided, however, that in lieu of such
opinion, such counsel may furnish the Agents with a letter to the effect that
the Agents may rely on such prior opinion to the same extent as though it was
dated such settlement date (except that statements in such prior opinion shall
be deemed to relate to the Registration Statement and such Prospectus as
amended or supplemented to the time of delivery of such letter authorizing
reliance).

SECTION 7. INDEMNIFICATION AND CONTRIBUTION

(a) Indemnification of Agents. The Company shall indemnify and hold
harmless each Agent and each person, if any, who controls any Agent within the
meaning of the Act from and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which such Agent or
controlling person may become subject, under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus, or arises out of, or
is based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse each Agent and controlling person for any
legal and other expenses reasonably incurred by such Agent or controlling
person in investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Form T-1 or made in the Registration Statement or the Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Agents specifically for inclusion therein; provided further,
that as to any prospectus included in the Registration Statement before it
became effective under the Act (a "Preliminary Prospectus") this indemnity
agreement shall not inure to the benefit of any Agent on account of any loss,
claim, damage, liability or action arising from the sale of Notes to any person
by that Agent if that Agent failed to send or give a copy of the Prospectus, as
the same may be amended or supplemented, to that person within the time
required by the Act, and the untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in such
Preliminary Prospectus was corrected in the Prospectus, unless such failure
resulted from non-compliance by the Company with Section 3(b). The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to any Agent or controlling person.

-16-

<PAGE> 17
(b) Indemnification of the Company. Each Agent shall indemnify and
hold harmless the Company, each of its directors, each of its officers who
signed the Registration Statement and any person who controls the Company
within the meaning of the Act from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to which the
Company or any such director, officer or controlling person may become subject,
under the Act, the Exchange Act or federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus, or arises out of, or is based upon, the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company by such Agent specifically
for inclusion therein, and shall reimburse the Company or any such director,
officer or controlling person for any legal and other expenses reasonably
incurred by such indemnified party in investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action. The
foregoing indemnity agreement is in addition to any liability which any Agent
may otherwise have to the Company or any of its directors, officers or
controlling persons.

(c) Notice. Promptly after receipt by an indemnified party under
this Section of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party in
writing of the claim or the commencement of action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein, and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided,
however, that the Agents shall have the right to employ counsel to represent
the Agents who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Agents against the Company under this
Section if, in the reasonable judgment of the Agents, it is advisable for the
Agents to be represented by separate counsel, and in that event the fees and
expenses of such counsel shall be paid by the Company. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

-17-

<PAGE> 18
(d) Contribution. If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an indemnified party under
Section 7(a) or 7(b) hereof in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company on the one hand and any Agents on the other from the offering of
the Notes or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and any Agents on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and any Agent on the other with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Notes (before deducting expenses) received by the
Company bears to the total commissions received by the such Agent with respect
to such offering. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
the Company or any Agent, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Agents agree that it would not be
just and equitable if contributions pursuant to this Section 7(d) were to be
determined by pro rata allocation (even if the Agents were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
7(d) shall be deemed to include, for purposes of this Section 7(d), any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(d), no Agent shall be required to contribute any
amount in excess of the amount by which the total price at which the Notes sold
through such Agent and distributed to the public were offered to the public
exceeds the amount of any damages which such Agent has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

SECTION 8. STATUS OF EACH AGENT

In soliciting offers to purchase the Notes from the Company pursuant
to this Agreement (other than in respect of any Purchase Agreement), each Agent
is acting individually and not jointly and is acting solely as agent for the
Company and not as principal. Each Agent will make reasonable efforts to assist
the Company in obtaining performance by each purchaser whose offer to purchase
Notes from the Company has been solicited by such Agent and accepted by the
Company but such Agent shall have no liability to the Company in the event any
such purchase is not consummated for any reason. If the Company shall default
in its obligations to deliver Notes to a purchaser whose offer it has accepted,
the Company shall (i) hold the Agents harmless against any loss, claim or
damage arising from or as a result of such default by the Company and (ii), in
particular, pay to the Agents any commission to which they would be entitled in
connection with such sale.

-18-

<PAGE> 19
SECTION 9. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS TO SURVIVE
DELIVERY

The respective indemnities, agreements, representations, warranties
and other statements of the Company and the Agents contained in this Agreement,
or made by or on behalf of them, respectively, pursuant to this Agreement,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Agent or any person controlling such
Agent or by or on behalf of the Company, and shall survive each delivery of and
payment for any of the Notes.

SECTION 10. TERMINATION

This Agreement may be terminated for any reason with respect to any
party hereto, at any time, by any party hereto upon the giving of one day's
written notice of such termination to the other parties hereto; provided,
however, if such terminating party is an Agent, such termination shall be
effective only with respect to such terminating party. If, at the time of a
termination, an offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser has not occurred, the
provisions of this Agreement shall remain in effect until such Notes are
delivered. The provisions of Sections 2(c), 3(d), 3(h), 3(i), 4, 7, 8 and 9
hereof shall survive any termination of this Agreement.

SECTION 11. SALES OF NOTES DENOMINATED IN A FOREIGN CURRENCY AND
INDEXED NOTES

If at any time the Company and any of the Agents shall determine to
issue and sell Notes denominated in a currency or currency unit other than U.S.
Dollars, which other currency may include a composite currency, or with respect
to which an index is used to determine the amounts of payments of principal and
any premium or interest, the Company and any such Agent shall execute and
deliver an Amendment (a "Foreign Currency Amendment" or "Indexed Note
Amendment," as the case may be) in the form attached hereto as Exhibit D. Such
amendment shall establish, as appropriate additions and modifications that
shall apply to the sales, whether offered on an agency or principal basis, of
the Notes covered thereby. The Agents are authorized to solicit offers to
purchase Notes with respect to which an index is used to determine the amounts
of payments of principal and any premium and interest, and the Company shall
agree to any sales of such Notes (whether offered on an agency or principal
basis), only in a minimum aggregate amount of $2,500,000.

SECTION 12. NOTICES

Except as otherwise provided herein, all notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Agents shall be directed to them as follows: Lehman Brothers
Inc., 3 World Financial Center, New York, New York 10285-1200, Attention:
Medium Term Note Department, 12th Floor, Telephone No.: (212) 526-2040,
Telecopy No.: (212) 528-1718; Salomon Brothers Inc, 7 World Trade Center, New
York, New York 10048, Attention: Medium Term Note Department, 31st Floor,
Telephone No.: (212) 783-5897, Telecopy No.: (212) 783-2274; CS First Boston
Corporation, Park Avenue Plaza, New York, New York 10055, Attention: Joseph
Fashano, Telephone No.: (212) 909-2107, Telecopy No.: (212) 318-0532; and
Chemical Securities Inc., 270 Park Avenue, New York, New York 10017, Attention:
Nancy Carter, 6th Floor, Telephone No.: (212) 834-4533, Telecopy No.: (212)
834-6524; notices to the Company shall be directed to it as follows:
Federal-Mogul

-19-

<PAGE> 20
Corporation, 26555 Northwestern Highway, Southfield, MI 48034, Attention:
Stephanie B. Heim, Telephone No.: (810) 354-9924, Telecopy No.: (810) 354-7999.

SECTION 13. BINDING EFFECT; BENEFITS

This Agreement shall be binding upon each Agent, the Company, and
their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Agent within the meaning of Section
15 of the Act, and (b) the indemnity agreement of the Agents contained in
Section 7 hereof shall be deemed to be for the benefit of directors of the
Company, officers of the Company who have signed the Registration Statement and
any person controlling the Company. Nothing in this Agreement is intended or
shall be construed to give any persons other than the person referred to in
this Section, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein.

SECTION 14. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. This Agreement may be executed in
counterparts and the executed counterparts shall together constitute a single
instrument.

SECTION 15. PARAGRAPH HEADINGS

The paragraph headings used in this Distribution Agreement are for
convenience of reference only, and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

-20-

<PAGE> 21
If the foregoing correctly sets forth our agreement, please indicate
your acceptance hereof in the space provided for that purpose below.

Very truly yours,

FEDERAL-MOGUL CORPORATION

/s/ Michael Viola
By: _____________________________
Authorized Signatory

CONFIRMED AND ACCEPTED
as of the date first above written:

LEHMAN BROTHERS INC.

By: /s/ Herbert McDade
_____________________________
Authorized Signatory

CS FIRST BOSTON CORPORATION

/s/ John E. Stevenson
By: _____________________________
Authorized Signatory

SALOMON BROTHERS INC

/s/ Pamela Kendall
By: _____________________________
Authorized Signatory

CHEMICAL SECURITIES INC.

/s/ James W. McDonald
By: _____________________________
Authorized Signatory

-21-

<PAGE> 22
EXHIBIT A

FEDERAL-MOGUL CORPORATION
MEDIUM-TERM NOTES, SERIES A

SCHEDULE OF PAYMENTS

The Company agrees to pay each Agent a commission equal to the
following percentage of the aggregate U.S. dollar equivalent of the principal
amount of Notes sold by it:

<TABLE>
<CAPTION>
TERM COMMISSION RATE
<S> <C>
9 months to less than 12 months .125%

12 months to less than 18 months .150%

18 months to less than 2 years .200%

2 years to less than 3 years .250%

3 years to less than 4 years .350%

4 years to less than 5 years .450%

5 years to less than 6 years .500%

6 years to less than 7 years .550%

7 years to less than 10 years .600%

10 years to less than 15 years .625%

15 years to less than 20 years .650%

20 years to 30 years .750%

More than 30 years Determined at time of issue
</TABLE>

<PAGE> 23
EXHIBIT C
PURCHASE AGREEMENT

FEDERAL-MOGUL CORPORATION [DATE]
26555 Northwestern Highway
Southfield, Michigan 48034
Attention: Treasurer

The undersigned agrees to purchase the following principal amount of
the Notes described in the Distribution Agreement dated ____ __, 1994 (as it
may be supplemented or amended from time to time, the "Distribution
Agreement"):

PRINCIPAL AMOUNT: $__________

SPECIFIED CURRENCY:

DENOMINATED AND INDEXED CURRENCIES:

INTEREST RATE: ____%

DISCOUNT: ____% of Principal Amount

AGGREGATE PRICE TO BE PAID TO $__________

COMPANY (INIMMEDIATELY AVAILABLE
FUNDS):

SETTLEMENT DATE:

OTHER TERMS:

Terms defined in the Prospectus relating to the Notes and in the
Distribution Agreement shall have the same meaning when used herein.

[In the case of Notes issued in a Specified Currency other than U.S.
dollars, payments of principal of (and premium, if any) and interest on all
Notes will be made in the applicable Specified Currency, provided, however,
that payments of principal of (and premium, if any) and interest on Notes
denominated in other than U.S. dollars will nevertheless be made in U.S.
dollars (i) at the option of the Holders thereof; (ii) at the option of the
Company in the case of imposition of exchange controls or other circumstances
beyond the control of the Company as described below; or (iii) if so specified
in the applicable Pricing Supplement.

The U.S. dollar amount to be received by a Holder of a Note
denominated in other than U.S. dollars who elects to receive payments in U.S.
dollars will be based on the highest bid quotation in The City of New York
received by the Currency Determination Agent (as defined below) as of noon New
York City time on the third Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Currency Determination Agent) for the purchase by the quoting dealer of the
Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the third Business Day preceding the date of payment of principal (and
premium, if any) or interest with respect to any Note, such payment will be
made in the Specified

<PAGE> 24
Currency. All currency exchange costs associated with any payment in U.S.
dollars on any such Note will be borne by the Holder thereof by deductions from
such payment.]

Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants
and agreements contained therein, including, without limitation, your
obligations pursuant to Section 7 thereof. Our obligation hereunder is subject
to the further condition that we shall receive (a) the opinions required to be
delivered pursuant to Sections 5(e) and 5(f) of the Distribution Agreement, (b)
the certificate required to be delivered pursuant to Section 5(g) of the
Distribution Agreement, (c) the letter referred to in Section 5(h) of the
Distribution Agreement in each case dated as of the above Settlement Date and
(d) [insert other conditions as appropriate].

In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not offer or
sell, or enter into any agreement to sell, any debt securities of the Company
[, other than borrowings under your revolving credit agreements and lines of
credit, the private placement of securities and issuances of your commercial
paper].

We may terminate this Agreement, immediately upon notice to you, at
any time prior to the Settlement Date, if prior thereto there shall have
occurred: (i) any change, or any development involving a prospective change, in
or affecting the general affairs, management, shareholder's equity, business,
properties, condition (financial or other), results of operations or prospects
of the Company which in our opinion materially impairs the investment quality
of the Notes; (ii) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market, or the establishment of minimum prices on such
exchanges or such markets; (iii) a general moratorium on commercial banking
activities declared by Federal or New York State authorities; (iv) any
downgrading in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act or any
public announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an announcement
with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (v) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national calamity or emergency; or (vi) any
material adverse change in the existing financial, political or economic
conditions in the United States, including the effect of international
conditions on the financial markets in the United States, or you are unable to
provide any of the opinions, certificates or letters referred to in the second
preceding paragraph. In the event of such termination, no party shall have any
liability to the other party hereto, except as provided in Sections 4, 7 and 13
of the Distribution Agreement.

B-2

<PAGE> 25
This Agreement shall be governed by and construed in accordance with
the laws of New York.

[INSERT NAME[S] OF AGENT[S]]

By:____________________________________
[Title]

ACCEPTED: ,

FEDERAL-MOGUL CORPORATION

By:____________________________________
[Authorized Signatory]

B-3

<PAGE> 26
EXHIBIT D
[INDEXED NOTE]
AMENDMENT NO. ___
TO DISTRIBUTION AGREEMENT DATED ____ __, 1994, AS AMENDED

[Insert Title of the Denominated
and Indexed Currencies]

The undersigned hereby agree that for the purposes of the issue and
sale of Notes denominated in [title of currency or currency unit] (the
"Denominated Currency") and indexed to [title of currency or currency unit]
(the "Indexed Currency") pursuant to the Distribution Agreement, dated ____ __,
1994, as it may be amended (the "Distribution Agreement"), the following
additions and modifications shall be made to the Distribution Agreement. The
additions and modifications adopted hereby shall be of the same effect for the
sale under the Distribution Agreement of all Notes denominated in the
Denominated Currency and indexed to the Indexed Currency, whether offered on an
agency or principal basis, but shall be of no effect with respect to Notes
denominated in any currency or currency unit other than the Applicable Foreign
Currency.

Except as otherwise expressly provided herein, all terms used herein
which are defined in the Distribution Agreement shall have the same meanings as
in the Distribution Agreement. The terms Agent or Agents, as used in the
Distribution Agreement, shall be deemed to refer [only] to the undersigned
Agents for purposes of this Amendment.

[Insert appropriate additions and modifications to the Distribution
Agreement, for example, to opinions of counsel, conditions to obligation and
settlement procedures, etc.]

_________________, 19__

FEDERAL-MOGUL CORPORATION

By:_______________________________________
Name:
Title:

[NAME(S) OF AGENT(S) PARTICIPATING
IN THE OFFERING OF THE INDEXED NOTES]

By:_______________________________________
Name:
Title:

<PAGE> 1
EXHIBIT 4.14

FEDERAL-MOGUL CORPORATION

CONTINENTAL BANK,

Trustee

INDENTURE

Dated as of August 12, 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:

TRUST INDENTURE ACT SECTION INDENTURE SECTION
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

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

<PAGE> 3
TABLE OF CONTENTS

PAGE
----
PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION. . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request; Company Order . . . . . . . . . . . . 3
Composite Rate . . . . . . . . . . . . . . . . . . . . 3
Consolidated Assets . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . 3
Corporation . . . . . . . . . . . . . . . . . . . . . . 4
Covenant Defeasance . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . 4
Defeasance . . . . . . . . . . . . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . 4
Expiration Date . . . . . . . . . . . . . . . . . . . . 4
Foreign Government Obligation . . . . . . . . . . . . . 4
Funded Indebtedness . . . . . . . . . . . . . . . . . . 4
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . 4
Global Security . . . . . . . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . . . . . 4
Indebtedness . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . 5
interest . . . . . . . . . . . . . . . . . . . . . . . 5
Interest Payment Date . . . . . . . . . . . . . . . . . 5
Investment Company Act . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . 6
Notice of Default . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . . 6

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

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<PAGE> 4

PAGE
----
Original Issue Discount Security . . . . . . . . . . . 6
Outstanding . . . . . . . . . . . . . . . . . . . . . . 6
Paying Agent . . . . . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . . 7
Place of Payment . . . . . . . . . . . . . . . . . . . 7
Predecessor Security . . . . . . . . . . . . . . . . . 7
Principal Property . . . . . . . . . . . . . . . . . . 8
Redemption Date . . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . 8
Regular Record Date . . . . . . . . . . . . . . . . . . 8
Responsible Officer . . . . . . . . . . . . . . . . . . 8
Restricted Subsidiary . . . . . . . . . . . . . . . . . 8
Securities . . . . . . . . . . . . . . . . . . . . . . 8
Securities Act . . . . . . . . . . . . . . . . . . . . 8
Security Register and Security Registrar . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . 9
Stated Maturity . . . . . . . . . . . . . . . . . . . . 9
Subsidiary . . . . . . . . . . . . . . . . . . . . . . 9
Trust Indenture Act . . . . . . . . . . . . . . . . . . 9
Trustee . . . . . . . . . . . . . . . . . . . . . . . . 9
U.S. Government Obligation . . . . . . . . . . . . . . 9
Vice President . . . . . . . . . . . . . . . . . . . . 9
Wholly-owned Subsidiary . . . . . . . . . . . . . . . . 9
SECTION 1.2 Compliance Certificates and Opinions . . . . . . . . . . 9
SECTION 1.3 Form of Documents Delivered to Trustee . . . . . . . . . 10
SECTION 1.4 Acts of Holders; Record Dates . . . . . . . . . . . . . 11
SECTION 1.5 Notices, Etc., to Trustee and Company . . . . . . . . . 13
SECTION 1.6 Notice to Holders; Waiver . . . . . . . . . . . . . . . 14
SECTION 1.7 Conflict with Trust Indenture Act . . . . . . . . . . . 14
SECTION 1.8 Effect of Headings and Table of Contents . . . . . . . . 14
SECTION 1.9 Successors and Assigns . . . . . . . . . . . . . . . . . 14
SECTION 1.10 Separability Clause . . . . . . . . . . . . . . . . . . 15
SECTION 1.11 Benefits of Indenture . . . . . . . . . . . . . . . . . 15
SECTION 1.12 Governing Law . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.13 Legal Holidays . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE TWO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . 15
SECTION 2.2 Form of Face of Security . . . . . . . . . . . . . . . 16
SECTION 2.3 Form of Reverse of Security . . . . . . . . . . . . . 18
SECTION 2.4 Form of Legend for Global Securities . . . . . . . . . 22
SECTION 2.5 Form of Trustee's Certificate of Authentication . . . 22

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<PAGE> 5
PAGE
----
ARTICLE THREE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.1 Amount Unlimited; Issuable in Series . . . . . . . . . 23
SECTION 3.2 Denominations . . . . . . . . . . . . . . . . . . . . 26
SECTION 3.3 Execution, Authentication, Delivery and Dating . . . . 26
SECTION 3.4 Temporary Securities . . . . . . . . . . . . . . . . . 28
SECTION 3.5 Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . . 29
SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities . . . 31
SECTION 3.7 Payment of Interest; Interest Rights Preserved . . . . 31
SECTION 3.8 Persons Deemed Owners . . . . . . . . . . . . . . . . 33
SECTION 3.9 Cancellation . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.10 Computation of Interest . . . . . . . . . . . . . . . 33

ARTICLE FOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . 34

SECTION 4.1 Satisfaction and Discharge of Indenture . . . . . . . . 34
SECTION 4.2 Application of Trust Money . . . . . . . . . . . . . . 35

ARTICLE FIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 5.1 Events of Default . . . . . . . . . . . . . . . . . . 35
SECTION 5.2 Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.3 Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . 38
SECTION 5.4 Trustee May File Proofs of Claim . . . . . . . . . . . 39
SECTION 5.5 Trustee May Enforce Claims Without Possession
of Securities . . . . . . . . . . . . . . . . . . . 39
SECTION 5.6 Application of Money Collected . . . . . . . . . . . . 40
SECTION 5.7 Limitation on Suits . . . . . . . . . . . . . . . . . 40
SECTION 5.8 Unconditional Right of Holders to Receive
Principal, Premium and Interest and to Convert . . 41
SECTION 5.9 Restoration of Rights and Remedies . . . . . . . . . . 41
SECTION 5.10 Rights and Remedies Cumulative . . . . . . . . . . . . 41
SECTION 5.11 Delay or Omission Not Waiver . . . . . . . . . . . . . 42
SECTION 5.12 Control by Holders . . . . . . . . . . . . . . . . . . 42
SECTION 5.13 Waiver of Past Defaults . . . . . . . . . . . . . . . 42
SECTION 5.14 Undertaking for Costs . . . . . . . . . . . . . . . . 43

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<PAGE> 6

PAGE
----
SECTION 5.15 Waiver of Usury, Stay or Extension Laws . . . . . . . . 43

ARTICLE SIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 6.1 Certain Duties and Responsibilities . . . . . . . . . 43
SECTION 6.2 Notice of Defaults . . . . . . . . . . . . . . . . . . 45
SECTION 6.3 Certain Rights of Trustee . . . . . . . . . . . . . . 45
SECTION 6.4 Not Responsible for Recitals or Issuance
of Securities . . . . . . . . . . . . . . . . . . . 46
SECTION 6.5 May Hold Securities . . . . . . . . . . . . . . . . . 46
SECTION 6.6 Money Held in Trust . . . . . . . . . . . . . . . . . 46
SECTION 6.7 Compensation and Reimbursement . . . . . . . . . . . . 47
SECTION 6.8 Conflicting Interests . . . . . . . . . . . . . . . . 47
SECTION 6.9 Corporate Trustee Required; Eligibility . . . . . . . 47
SECTION 6.10 Resignation and Removal; Appointment of Successor . . 48
SECTION 6.11 Acceptance of Appointment by Successor . . . . . . . . 50
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . 51
SECTION 6.13 Preferential Collection of Claims Against Company . . 51
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . 51

ARTICLE SEVEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . . . . . . 53

SECTION 7.1 Company to Furnish Trustee Names and Addresses
of Holders . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.2 Preservation of Information; Communications to
Holders . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.3 Reports by Trustee . . . . . . . . . . . . . . . . . . 54
SECTION 7.4 Reports by Company . . . . . . . . . . . . . . . . . . 54

ARTICLE EIGHT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . 54

SECTION 8.1 Company May Consolidate, Etc., Only on Certain
Terms . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.2 Successor Substituted . . . . . . . . . . . . . . . . 55

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<PAGE> 7
PAGE
----
ARTICLE NINE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.1 Supplemental Indentures Without Consent
of Holders . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.2 Supplemental Indentures with Consent of Holders . . . 57
SECTION 9.3 Execution of Supplemental Indentures . . . . . . . . . 58
SECTION 9.4 Effect of Supplemental Indentures . . . . . . . . . . 59
SECTION 9.5 Conformity with Trust Indenture Act . . . . . . . . . 59
SECTION 9.6 Reference in Securities to Supplemental Indentures . . 59

ARTICLE TEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.1 Payment of Principal, Premium and Interest . . . . . . 59
SECTION 10.2 Maintenance of Office or Agency . . . . . . . . . . . . 59
SECTION 10.3 Money for Securities Payments to Be Held in Trust . . . 60
SECTION 10.4 Statement by Officers as to Default . . . . . . . . . . 61
SECTION 10.5 Existence . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.6 Maintenance of Properties . . . . . . . . . . . . . . . 62
SECTION 10.7 Payment of Taxes and Other Claims . . . . . . . . . . . 62
SECTION 10.8 Waiver of Certain Covenants . . . . . . . . . . . . . . 62
SECTION 10.9 Limitation on Liens . . . . . . . . . . . . . . . . . . 63
SECTION 10.10 Limitation on Sale and Lease-Back . . . . . . . . . . . 65

ARTICLE ELEVEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.1 Applicability of Article . . . . . . . . . . . . . . . 66
SECTION 11.2 Election to Redeem; Notice to Trustee . . . . . . . . . 66
SECTION 11.3 Selection by Trustee of Securities to Be Redeemed . . . 66
SECTION 11.4 Notice of Redemption . . . . . . . . . . . . . . . . . 67
SECTION 11.5 Deposit of Redemption Price . . . . . . . . . . . . . . 68
SECTION 11.6 Securities Payable on Redemption Date . . . . . . . . . 68
SECTION 11.7 Securities Redeemed in Part . . . . . . . . . . . . . . 68

ARTICLE TWELVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.1. Applicability of Article . . . . . . . . . . . . . . . 69
SECTION 12.2. Satisfaction of Sinking Fund Payments with

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PAGE
----
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.3. Redemption of Securities for Sinking Fund . . . . . . . 70

ARTICLE THIRTEEN . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . 70
SECTION 13.1. Company's Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.2. Defeasance and Discharge . . . . . . . . . . . . . . . 70
SECTION 13.3. Covenant Defeasance . . . . . . . . . . . . . . . . . . 71
SECTION 13.4. Conditions to Defeasance or Covenant Defeasance . . . . 71
SECTION 13.5. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions . . . 74
SECTION 13.6. Reinstatement . . . . . . . . . . . . . . . . . . . . . 75

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . 60

ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

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<PAGE> 9

INDENTURE, dated as of August 12, 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, an Illinois banking corporation, 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
1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1. 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;

(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;

<PAGE> 10

(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 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

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<PAGE> 11

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 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

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<PAGE> 12

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.

"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 the 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,

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<PAGE> 13

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 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.

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<PAGE> 14
"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).

"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

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<PAGE> 15

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 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

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<PAGE> 16

Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Principal 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.

"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.

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<PAGE> 17

"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.

"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 1.2. Compliance Certificates and Opinions.

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<PAGE> 18

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.

SECTION 1.3. 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

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<PAGE> 19

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 1.4. 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 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.

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<PAGE> 20

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 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

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<PAGE> 21

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
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 1.5. 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.

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<PAGE> 22

SECTION 1.6. 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 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 1.7. 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 1.8. Effect of Headings and Table of Contents.

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

SECTION 1.9. 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> 23

SECTION 1.10. 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 1.11. Benefits of Indenture.

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

SECTION 1.12. 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 1.13. 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.

ARTICLE TWO
2
SECURITY FORMS

SECTION 2.1. 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

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<PAGE> 24
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 2.2. Form of Face of Security.

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

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 or 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

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<PAGE> 25

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 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

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<PAGE> 26

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.

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

Dated:

FEDERAL-MOGUL CORPORATION

By ______________________

Attest:__________________

SECTION 2.3. 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 August 12, 1994
(herein called the "Indenture", which term shall have the meaning assigned to
it in such instrument), between the Company and Continental Bank, 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

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<PAGE> 27

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,

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

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,

For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Redemption Price 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

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<PAGE> 28

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 -- 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.]

[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

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<PAGE> 29

(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 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

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<PAGE> 30

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.

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

SECTION 2.4. 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 2.5. Form of Trustee's Certificate of Authentication.

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<PAGE> 31
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.

CONTINENTAL BANK,
As Trustee

By
Authorized Officer

ARTICLE THREE
3
THE SECURITIES

SECTION 3.1. Amount Unlimited; Issuable in Series.

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

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;

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<PAGE> 32

(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 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;

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<PAGE> 33

(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);

(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

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<PAGE> 34

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

(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 Officer's
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
Officer's Certificate setting forth the terms of the series.

SECTION 3.2. 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 3.3. 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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<PAGE> 35

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 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

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<PAGE> 36

originally issued at one time, it shall not be necessary to deliver the
Officer's 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 3.4. Temporary Securities.

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

If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor 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

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<PAGE> 37

same benefits under this Indenture as definitive Securities of such series and
tenor.

SECTION 3.5. 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 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.

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<PAGE> 38

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 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.

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<PAGE> 39

SECTION 3.6. 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 Company in its
discretion may, instead of issuing a new Security, pay such Security.

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

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

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

SECTION 3.7. 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

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<PAGE> 40

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 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

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pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.

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

SECTION 3.8. Persons Deemed Owners.

Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
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 3.9. 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 3.10. 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
4

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SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

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

(1) either

(A) all Securities theretofore authenticated
and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 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
Officer's 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 4.2. 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
5
REMEDIES

SECTION 5.1. 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

(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

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(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 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; or

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(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 5.2. Acceleration of Maturity; Rescission and Annul-
ment.

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.

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At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may 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 5.3. 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 5.4. 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 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 5.5. Trustee May Enforce Claims Without Possession of

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Securities.

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

SECTION 5.6. 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 5.7. Limitation on Suits.

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

(1) such Holder 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;

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

SECTION 5.9. Restoration of Rights and Remedies.

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

SECTION 5.10. Rights and Remedies Cumulative.

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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 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.

SECTION 5.12. Control by Holders.

The Holders of a majority in 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 5.13. 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

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

SECTION 5.15. 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
6
THE TRUSTEE

SECTION 6.1. 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

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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 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

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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.

SECTION 6.2. 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 6.3. 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 Officer's 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;

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

(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 6.4. 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 6.5. 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 it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 6.6. Money Held in Trust.

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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 6.7. 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.

SECTION 6.8. 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 6.9. Corporate Trustee Required; Eligibility.

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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 6.10. 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
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

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(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 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.

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SECTION 6.11. 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 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.

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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.

SECTION 6.12. 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 6.13. 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 6.14. 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

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

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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
7
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1. 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 June 15 and December
15 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 May 31 or November
30 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.

SECTION 7.2. 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

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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 7.3. 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 May 15
in each calendar year, commencing in 1995.

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 7.4. 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 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
8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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SECTION 8.1. 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

(3) the Company has delivered to the Trustee an
Officer's 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 8.2. 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

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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
9
SUPPLEMENTAL INDENTURES

SECTION 9.1. 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 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

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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

(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 9.2. 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

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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

(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 9.3. 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.

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SECTION 9.4. 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.

SECTION 9.5. Conformity with Trust Indenture Act.

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

SECTION 9.6. 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
10
COVENANTS

SECTION 10.1. 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 10.2. 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

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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 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 10.3. 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 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.

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

SECTION 10.5. 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;

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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 10.6. 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 10.7. 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.

SECTION 10.8. 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

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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 10.9. 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 any Restricted Subsidiary or 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 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;

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(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 Untied 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) 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.

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SECTION 10.10. 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
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

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(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.

ARTICLE ELEVEN
11
REDEMPTION OF SECURITIES

SECTION 11.1. 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 11.2. 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
Officer's Certificate evidencing compliance with such restriction.

SECTION 11.3. 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

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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 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 11.4. 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 consisting of a single
Security are to be redeemed, the principal amount of the
particular Security to be redeemed,

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(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 11.5. 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 11.6. 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 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 11.7. Securities Redeemed in Part.

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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
12
SINKING FUNDS

SECTION 12.1. 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.

SECTION 12.2. 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

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be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.3. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund
payment date for any Securities, the Company will deliver to the Trustee an
Officer's 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 30 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.

ARTICLE THIRTEEN
13
DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.1. 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 13.2. 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

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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.

SECTION 13.3. 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 13.4. Conditions to Defeasance or Covenant Defeasence.

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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 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

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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 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 Secu-

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rities 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 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 Defeasence have been complied with.

SECTION 13.5. 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 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

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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 13.6. 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 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.

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<PAGE> 84

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 /s/ Michael Viola

Attest:
_______________________

CONTINENTAL BANK, as Trustee

By /s/ Greg Jordan

Attest:
_______________________

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<PAGE> 85

STATE OF )
) ss.:
COUNTY OF )

On the 12th day of August, 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 12th day of August, 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, 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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