FORD MOTOR CO, S-3/A, 1995-11-15

FORD MOTOR CO
S-3/A, 1995-11-15
MOTOR VEHICLES & PASSENGER CAR BODIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1995

REGISTRATION NO. 33-64247

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

38-0549190
(I.R.S. EMPLOYER IDENTIFICATION NO.)

THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

J.M. RINTAMAKI, ESQ.
FORD MOTOR COMPANY
THE AMERICAN ROAD,
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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COPY TO:

ARBIE R. THALACKER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVE.
NEW YORK, NEW YORK 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCOR-
DANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE> 2

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

SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1995

FORD MOTOR COMPANY

DEBT SECURITIES

Ford, in November 1995, registered with the Securities and Exchange
Commission $961,700,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency, including composite currencies such as the European Currency
Unit, to be offered from time to time in one or more series, on terms to be
determined at or prior to the time of sale. The Prospectus Supplement
accompanying this Prospectus sets forth, with respect to the particular series
of Debt Securities for which this Prospectus and the Prospectus Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currencies of issue and payment, the initial
public offering price, the maturity, the interest rate or rates (which may be
either fixed or variable), if any, and/or method of determination thereof, the
time of payment of any interest, any redemption, extension or early repayment
terms, any provision for sinking fund payments, the net proceeds to Ford and
other specific terms relating to such series of Debt Securities.

Ford will sell the Debt Securities to or through underwriters, and may also
sell the Debt Securities directly to other purchasers or through agents. See
"Plan of Distribution". In addition, the Debt Securities may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). If any agents of
Ford or any underwriters are involved in the sale of any Debt Securities, the
names of such agents or underwriters and any applicable commissions or discounts
are set forth in the accompanying Prospectus Supplement.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is November , 1995.
<PAGE> 3

AVAILABLE INFORMATION

Ford is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). As used herein, "Ford" or the "Company" refers to
Ford Motor Company and its subsidiaries unless the context otherwise requires.
Such reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the Commission:
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison St., Suite 1400, Chicago, Illinois 60661-2511. Copies of such material
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports and other
information also can be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Ford has filed with the Commission a Registration Statement (Registration
No. 33-64247) under the Securities Act with respect to the securities offered
hereby (the "Registration Statement"). This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted pursuant to the
rules and regulations of the Commission. The information so omitted may be
obtained from the Commission's principal office in Washington, D.C. upon payment
of the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Ford's Annual Report on Form 10-K for the year ended December 31, 1994
("Ford's 1994 10-K Report"), Ford's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995,
respectively ("Ford's 1995 10-Q Reports"), and Ford's Current Reports on Form
8-K dated February 1, 1995, February 7, 1995, April 4, 1995, April 19, 1995,
July 19, 1995, October 12, 1995, October 18, 1995 and November 14, 1995 have
been filed with the Commission and are incorporated in this Prospectus by
reference. All documents filed by Ford pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified and superseded, to constitute a part of
this Prospectus.

Ford undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference in this Prospectus, other than exhibits to
such documents. Written or telephonic requests for such documents should be
directed to Ford Motor Company, The American Road, Dearborn, Michigan 48121
Attention: Stockholder Relations Department (telephone number 313-845-8540).
------------------------

THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.

2
<PAGE> 4

FORD MOTOR COMPANY

Ford was incorporated in Delaware in 1919 and acquired the business of a
Michigan company, also known as Ford Motor Company, incorporated in 1903 to
produce automobiles designed and engineered by Henry Ford. Ford is the
second-largest producer of cars and trucks in the world, and ranks among the
largest providers of financial services in the United States.

Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.

The Financial Services segment is comprised of the following direct
subsidiaries, the activities of which include financing operations, vehicle and
equipment leasing and insurance operations: Ford Motor Credit Company ("Ford
Credit"), Ford Credit Europe plc ("Ford Credit Europe"), Ford Holdings, Inc.
("Ford Holdings"), The Hertz Corporation and Granite Management Corporation
(formerly First Nationwide Financial Corporation). Ford Holdings is a holding
company that owns primarily Associates First Capital Corporation ("The
Associates"), USL Capital Corporation ("USL Capital") and The American Road
Insurance Company. In addition, there are a number of international affiliates
not listed above that are consolidated in the total Financial Services results,
but are managed by either Ford Credit (which manages Ford Credit Europe, as well
as other international affiliates), The Associates or USL Capital.

The principal executive offices of Ford are located at The American Road,
Dearborn, Michigan 48121, telephone number 313-322-3000.

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<PAGE> 5

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of "earnings" to "fixed charges" for Ford was as follows for the
first nine months of 1995 and each of the years 1990-1994:

<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31
ENDED ----------------------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
- ------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.8 2.0 1.5 * ** 1.2
</TABLE>

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* Earnings were inadequate to cover fixed charges by $237 million.

** Earnings were inadequate to cover fixed charges by $2,664 million.

For purposes of the ratio, "earnings" include the income/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies and fixed charges. "Fixed
charges" consist of interest on borrowed funds, preferred stock dividend
requirements of majority-owned subsidiaries, amortization of debt discount,
premium, and issuance expense, and one-third of all rental expense (the
proportion deemed representative of the interest factor).

USE OF PROCEEDS

Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, the net proceeds from the sale of the Debt Securities will be
used for general corporate purposes of Ford or its affiliates. In the event the
net proceeds of any series of Debt Securities are intended to be used to repay
outstanding indebtedness of Ford or its affiliates, the Prospectus Supplement
which accompanies this Prospectus will specify the interest rate and maturity
date of such indebtedness to be repaid and, if such indebtedness was incurred
within one year, such Prospectus Supplement also will describe the use of the
proceeds of such indebtedness if other than short-term borrowings used for
working capital.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 15, 1992, as supplemented from time to time (the
"Indenture"), between Ford and The Bank of New York, Trustee. The term
"Trustee", as used herein, shall mean The Bank of New York and, if at any time
there is more than one Trustee acting under the Indenture, the term "Trustee" as
used herein with respect to Indenture Securities (as defined below) of any
particular series shall mean the Trustee with respect to the Indenture
Securities of such series. The following statements with respect to the Debt
Securities are subject to the detailed provisions of the Indenture, which is
filed as an exhibit to the Registration Statement, and the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). Parenthetical references below
are to the Indenture or the Form of Security contained therein and, whenever any
particular provision of the Indenture or any term used therein is referred to,
such provision or term is incorporated by reference as a part of the statement
in connection with which such reference is made, and the statement in connection
with which such reference is made is qualified in its entirety by such
reference.

The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to both the Prospectus Supplement relating to such series
and to the description of Debt Securities set forth in this Prospectus.

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GENERAL

The Debt Securities offered hereby will be limited to $961,700,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by the Board of Directors of Ford. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting, and the powers and trust obligations of each such Trustee as
described herein shall extend only to the one or more series of Indenture
Securities for which it is acting as Trustee. The effect of the provisions
contemplating that there might be more than one Trustee acting for different
series of Indenture Securities is that, in that event, those Indenture
Securities (whether of one or more than one series) for which each Trustee is
acting would be treated as if issued under a separate indenture.

The Prospectus Supplement which accompanies this Prospectus sets forth a
description of the particular series of Debt Securities being offered thereby,
including: (1) the designation or title of such Debt Securities; (2) the
aggregate principal amount of such Debt Securities; (3) the percentage of their
principal amount at which such Debt Securities will be offered; (4) the date or
dates on which the principal of such Debt Securities will be payable; (5) the
rate or rates (which may be either fixed or variable) and/or the method of
determination of such rate or rates at which such Debt Securities shall bear
interest, if any; (6) the date or dates from which any such interest shall
accrue, or the method of determination of such date or dates, and the date or
dates on which any such interest shall be payable; (7) the terms for redemption,
extension or early repayment of such Debt Securities, if any; (8) the
denominations in which such Debt Securities are authorized to be issued; (9) the
currencies in which such Debt Securities are issued or payable; (10) the
provisions for a sinking fund, if any; (11) any additional restrictive covenants
of Ford included for the benefit of the holders of such Debt Securities; (12)
any additional Event of Default with respect to such Debt Securities; (13)
whether such Debt Securities are issuable as a Global Security (as defined in
the Indenture); (14) any provisions in modification of, in addition to or in
lieu of the defeasance and covenant defeasance provisions in respect of the Debt
Securities and (15) any other term or provision relating to such Debt Securities
which is not inconsistent with the provisions of the Indenture.

One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement relating to any such series of Debt Securities.

The Debt Securities will be unsecured obligations of Ford and will rank
pari passu with all other unsecured and unsubordinated indebtedness of Ford
(parent company only).

Except as otherwise provided in the Prospectus Supplement, principal (and
premium, if any) and interest, if any, will be payable at an office or agency to
be maintained by Ford in New York City, except that at the option of Ford
interest may be paid by check mailed to, or by wire transfer to the account of,
the person entitled thereto. (Form of Security and Sections 10.01 and 10.02.)

Except as otherwise provided in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form without coupons and may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee. No service charge will be made for any transfer or
exchange of the Debt Securities, but Ford may require payment of a sum to cover
any tax or other governmental charge payable in connection therewith. (Section
3.05.)

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The Indenture contains no provisions that would afford holders of Debt
Securities protection in the event of a highly leveraged transaction or a change
in control of Ford.

SUBSIDIARIES

The term "subsidiary of Ford" is defined in the Indenture as a corporation
a majority of the outstanding voting stock of which is owned, directly or
indirectly, by Ford and/or one or more subsidiaries of Ford. The term
"Manufacturing Subsidiary" is defined in the Indenture as a subsidiary of Ford
which owns or leases a Principal Domestic Manufacturing Property (as defined
below). (Section 1.01.)

LIMITATION ON LIENS

If Ford or any Manufacturing Subsidiary shall incur, suffer to exist or
guarantee any Debt (as defined in the Indenture) secured by a Mortgage (as
defined in the Indenture) on any Principal Domestic Manufacturing Property of
Ford or any Manufacturing Subsidiary or on any shares of stock of or Debt of any
Manufacturing Subsidiary, Ford will secure or cause such Manufacturing
Subsidiary to secure the Indenture Securities equally and ratably with (or prior
to) such secured Debt, unless, after giving effect thereto, the aggregate amount
of all such Debt so secured, together with all Attributable Debt (as defined
below) in respect of sale and leaseback transactions involving Principal
Domestic Manufacturing Properties, would not exceed 5% of the Consolidated Net
Tangible Automotive Assets of Ford and its consolidated subsidiaries. This
restriction will not apply to Debt secured by (a) Mortgages on property of, or
on any shares of stock of or Debt of, any corporation existing at the time such
corporation becomes a Manufacturing Subsidiary, (b) Mortgages in favor of Ford
or a Manufacturing Subsidiary, (c) Mortgages in favor of governmental bodies to
secure progress or certain advance payments, (d) Mortgages on property, shares
of stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) and certain purchase money
Mortgages, and (e) any extension, renewal or replacement of any Mortgage
referred to in the foregoing clauses (a) through (d), inclusive. (Section
10.04.) "Principal Domestic Manufacturing Property" is defined in the Indenture
to include principal automotive and related manufacturing or assembly plants
owned or leased by Ford or a subsidiary of Ford and located within the United
States. "Attributable Debt" is defined in the Indenture to mean the total net
amount of rent (discounted at the rate of 9.5% per annum compounded annually)
required to be paid during the remaining term of any lease. "Consolidated Net
Tangible Automotive Assets" is defined in the Indenture to mean the aggregate
amount of Ford's automotive assets after deducting current liabilities and
certain intangibles plus Ford's equity in the net assets of its financial
services subsidiaries after deducting certain intangibles. (Section 1.01.)

MERGER AND CONSOLIDATION

The Indenture provides that no consolidation or merger of Ford with or into
any other corporation shall be permitted and no sale or conveyance of its
property as an entirety, or substantially as an entirety, may be made to another
corporation if, as a result thereof, any Principal Domestic Manufacturing
Property of Ford or any Manufacturing Subsidiary or any shares of stock or Debt
of any Manufacturing Subsidiary would thereupon become subject to a Mortgage,
unless the Indenture Securities shall be equally and ratably secured with (or
prior to) the Debt secured by such Mortgage, or unless such Mortgage could be
created pursuant to Section 10.04 (see "Ford's Limitation on Liens" above)
without equally and ratably securing the Indenture Securities. (Section 8.03.)

LIMITATION ON SALES AND LEASEBACKS

Neither Ford nor any Manufacturing Subsidiary may enter into any sale and
leaseback transaction involving any Principal Domestic Manufacturing Property
unless (a) Ford or such Manufacturing Subsidiary could create Debt secured by a
mortgage pursuant to Section 10.04 (see

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<PAGE> 8

"Limitation on Liens" above) on the Principal Domestic Manufacturing Property to
be leased in an amount equal to the Attributable Debt with respect to the sale
and leaseback transaction without equally and ratably securing the Indenture
Securities, or (b) Ford, within 120 days after the sale or transfer shall have
been made, applies to the retirement of its Funded Debt (as defined in the
Indenture) an amount (subject to credits for certain voluntary retirements of
Funded Debt of Ford) equal to the greater of (i) the net proceeds of the sale of
the Principal Domestic Manufacturing Property leased pursuant to such
arrangement or (ii) the fair market value of the Principal Domestic
Manufacturing Property so leased. This restriction will not apply to any sale
and leaseback transaction (a) between Ford and a Manufacturing Subsidiary or
between Manufacturing Subsidiaries or (b) involving the taking back of a lease
for a period of three years or less. (Section 10.05.)

EVENTS OF DEFAULT AND NOTICE THEREOF

The Indenture defines an Event of Default with respect to any series of
Indenture Securities as being any one of the following events: (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay principal or
premium, if any, for five business days after becoming due at maturity, upon
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenant of Ford
(other than a covenant included in the Indenture solely for the benefit of one
or more series of Indenture Securities other than such series or a covenant
default in the performance of which would be covered by clause (f) below) for 90
days after notice; (e) certain events of bankruptcy, insolvency or
reorganization of Ford; and (f) any other Event of Default provided with respect
to Indenture Securities of such series. No Event of Default provided with
respect to a particular series of Indenture Securities (except as to events
described in clauses (d) and (e)) necessarily constitutes an Event of Default
with respect to any other series of Indenture Securities. (Section 5.01.)

If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Indenture
Securities outstanding of such series may declare the principal amount (or, if
the Indenture Securities of such series are Original Issue Discount Securities
(as defined in the Indenture), such portion of the principal amount as may be
specified in the terms of such series) of all of the Indenture Securities of
such series to be due and payable immediately. At any time after such a
declaration of acceleration in respect of a particular series of Indenture
Securities has been made, but before a judgment or decree for the payment of
money due upon acceleration has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of the Indenture Securities outstanding
of such series may, under certain circumstances, waive all defaults and rescind
and annul such declaration and its consequences if all Events of Default in
respect of the Indenture Securities of such series, other than the non-payment
of principal due solely by such declaration of acceleration, have been cured or
waived as provided in the Indenture. (Section 5.02.)

The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or any premium, interest or mandatory sinking fund payment, with
respect to, any of the Indenture Securities of such series, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of such series.
(Section 6.01.)

Pursuant to the terms of the Indenture, Ford is required to furnish to the
Trustee annually a brief certificate of the principal executive, financial or
accounting officer of Ford as to his knowledge of Ford's compliance (determined
without regard to any period of grace or requirement of notice) with all
conditions and covenants under the Indenture and, if a default exists
thereunder, specifying the nature of such default. (Section 10.06.)

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<PAGE> 9

The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13.) The Indenture is deemed under the Trust Indenture Act to provide that, in
case an Event of Default in respect of a particular series of Indenture
Securities shall occur (which shall not have been cured or waived), the Trustee
will be required to exercise such of its rights and powers under the Indenture,
and to use the degree of care and skill in their exercise, that a prudent man
would exercise or use in the conduct of his own affairs, but otherwise need only
perform such duties as are specifically set forth in the Indenture. Subject to
such provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of
such series unless they shall have offered to the Trustee reasonable security or
indemnity. (Section 6.02.)

DEFEASANCE AND COVENANT DEFEASANCE

Except as otherwise provided in the Prospectus Supplement, Ford may elect
(a) to defease a series of Indenture Securities with the effect that Ford will
be discharged from any and all obligations with respect to such series of
Indenture Securities (except for the obligation to issue Indenture Securities of
such series in definitive registered form in exchange for a global security
under certain circumstances, to register the transfer or exchange of such
Indenture Securities, to replace temporary or mutilated, destroyed, lost or
stolen Indenture Securities, to maintain an office or agency in respect of the
Indenture Securities and to hold moneys for payment in trust) ("defeasance")
and/or (b) to be released from its obligations with respect to such series of
Indenture Securities under Sections 8.03, 10.04 and 10.05 of the Indenture
(being the obligations described under "Merger and Consolidation", under
"Limitation on Liens", and under "Limitation on Sales and Leasebacks",
respectively) and, if provided pursuant to Section 3.01 of the Indenture, the
obligations of Ford with respect to any other covenant, and any omission to
comply with such obligations shall not constitute a default or an Event of
Default with respect to Indenture Securities of such series ("covenant
defeasance"), in either case upon the irrevocable deposit with the Trustee, in
trust, of money and/or U.S. Government Obligations (as defined in the Indenture)
which through the payment of principal and interest in accordance with their
terms will provide money in an amount sufficient to pay the principal of, and
premium, interest and mandatory sinking fund payments, if any, with respect to,
such Indenture Securities, on the scheduled due dates therefor. Such a trust may
only be established if, among other things, Ford has delivered to the Trustee an
Opinion of Counsel (as specified in the Indenture) to the effect that the
holders of such Indenture Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (a) above, must refer to and be based on a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring after
the date of the first issuance of Indenture Securities. (Article Fourteen.)

In the event Ford effects covenant defeasance with respect to Indenture
Securities of any series and the Indenture Securities of such series are
declared due and payable because of the occurrence of any Event of Default other
than the Event of Default described in clause (d) under "Events of Default and
Notice Thereof" with respect to sections 8.03, 10.04 and 10.05 of the Indenture
(which Sections would no longer be applicable to Indenture Securities of that
series) or described in clause (d) or (f) under "Events of Default and Notice
Thereof" with respect to any other covenant with respect to which there has been
defeasance, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Indenture Securities of
such series when they become due but may not be sufficient to pay amounts due on
the Indenture Securities of such series at the time of the acceleration
resulting from such Event of Default.

8
<PAGE> 10

However, the Company and Ford would remain liable to make payment of such amount
due at the time of acceleration.

The Prospectus Supplement may further describe any provision in
modification of, in addition to or in lieu of the provisions described under
this caption "Defeasance and Covenant Defeasance".

MODIFICATION OF THE INDENTURE

With certain exceptions, the Indenture, the rights and obligations of Ford
and the rights of the holders of a particular series thereunder may be modified
by Ford with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Indenture Securities of such series then outstanding of
each series affected by such modification; but no such modification may be made
which would (i) extend the fixed maturity of any Indenture Security of such
series, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, without the consent of the holder of each
Indenture Security of such series so affected; or (ii) reduce the above-stated
percentage of Indenture Securities of such series, the consent of the holders of
which is required to modify or alter the Indenture, without the consent of the
holders of all Indenture Securities of such series then outstanding. (Section
9.02.)

TRUSTEE

The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.08.) In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.09.)

CONCERNING THE BANK OF NEW YORK

The Bank of New York, Trustee under the Indenture, is also the trustee
under indentures covering a number of outstanding issues of notes and debentures
of certain of Ford's subsidiaries, is a depositary of Ford and certain of its
subsidiaries, has from time to time made loans to Ford and certain of its
subsidiaries, has from time to time purchased receivables from Ford and certain
of its subsidiaries, and has performed other services for such companies in the
normal course of its business. The Bank of New York's principal corporate trust
office is located at 101 Barclay Street, New York, New York 10286.

PLAN OF DISTRIBUTION

Ford may sell the Debt Securities to or through underwriters and also may
sell the Debt Securities directly to one or more other purchasers or through
agents.

The Prospectus Supplement sets forth the terms of the offering of the
particular series of Debt Securities to which such Prospectus Supplement
relates, including (i) the name or names of any underwriters or agents with whom
Ford has entered into arrangements with respect to the sale of such series of
Debt Securities, (ii) the initial public offering or purchase price of such
series of Debt Securities, (iii) any underwriting discounts, commissions and
other items constituting underwriters' compensation from Ford and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to Ford, and (vi) the securities exchanges, if any, on which such
series of Debt Securities will be listed. The Debt Securities of each series
will be consecutively numbered, beginning with the number one.

If underwriters are used in a sale of any Debt Securities, such Debt
Securities will be acquired for their own account and may be resold from time to
time in one or more transactions including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of

9
<PAGE> 11

sale. Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities, the obligations of the underwriters to
purchase such series of Debt Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Debt
Securities will be obligated to purchase all of the Debt Securities of such
series allocated to it if any such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.

The Debt Securities may also be offered and sold by Ford directly or
through agents designated by Ford from time to time. Unless otherwise indicated
in the Prospectus Supplement, any such agent or agents will be acting on a best
efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act, of the Debt
Securities so offered and sold. The Debt Securities may also be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.

If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford will authorize underwriters or agents to solicit
offers by certain institutions to purchase Debt Securities of such series from
Ford pursuant to delayed delivery contracts providing for payment and delivery
at a future date. Such contracts will be subject only to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.

Underwriters and agents may be entitled, under agreements entered into with
Ford, to indemnification by Ford against certain civil liabilities, including
liabilities under the Securities Act.

LEGAL OPINIONS

The legality of the Debt Securities will be passed on for Ford by J. M.
Rintamaki, Esq., Secretary and an Assistant General Counsel of Ford or other
counsel satisfactory to any underwriters or agents, and for any underwriters or
agents by Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022.
Mr. Rintamaki is a full-time employee of Ford and owns, and holds options to
purchase, shares of Common Stock of Ford. Shearman & Sterling have in the past
provided, and may continue to provide, legal services to Ford and its
subsidiaries.

EXPERTS

The financial statements which are incorporated in this Prospectus by
reference to Ford's 1994 10-K Report have been audited by Coopers & Lybrand
L.L.P., independent certified public accountants, to the extent indicated in
their report therein, and have been so incorporated in reliance on the report of
that firm given on their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information of the Company
for the periods ending March 31, 1995, June 30, 1995 and September 30, 1995
incorporated in this Prospectus by reference to Ford's 1995 10-Q Reports,
Coopers & Lybrand L.L.P. have reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their reports, included in Ford's 1995 10-Q Reports, state that they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of Section 11 of the Securities Act of 1933 for their reports on the unaudited
interim financial information because such reports do not constitute "reports"
or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of such Act.

10
<PAGE> 12

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...... $192,340
Printing and engraving................................... 100,000
Accountants' fees........................................ 50,000
Blue Sky fees and expenses............................... 45,000
Fees and expenses of Trustee............................. 25,000
Rating Agency fees....................................... 30,000
Miscellaneous expenses................................... 100,000
--------
Total............................................. $542,340
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such officer or director actually and reasonably incurred.

In accordance with the Delaware Law, the Certificate of Incorporation of
Ford contains a provision to limit the personal liability of the directors of
Ford for violations of their fiduciary duty. This provision eliminates each
director's liability to Ford or its stockholders for monetary damages except (i)
for any breach of the director's duty of loyalty to Ford or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:

No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for any
action or failure to act under or in connection

II-1
<PAGE> 13

with the Plan, except for his own bad faith; provided, however, that
nothing herein shall be deemed to relieve any such person from
responsibility or liability for any obligation or duty under ERISA. Each
director, officer, or employee of the Company who is or shall have been
designated to act on behalf of the Company and each person who is or shall
have been a member of the Committee or an alternate for a member or a
director, officer or employee of any Participating Company, as such, shall
be indemnified and held harmless by the Company against and from any and
all loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action,
suit or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof
(with the Company's written approval) or paid by him in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment in favor
of the Company based upon a finding of his bad faith; subject, however, to
the condition that, upon the assertion or institution of any such claim,
action, suit or proceeding against him, he shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of any other
right to which such person may be entitled as a matter of law or otherwise,
or any power that a Participating Company may have to indemnify him or hold
him harmless.

Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities issued or guaranteed
by Ford, the underwriters have agreed to indemnify Ford, each officer and
director of Ford and each person, if any, who controls Ford within the meaning
of the Securities Act of 1933, against certain liabilities, including
liabilities under said Act.

Ford is insured for liabilities it may incur pursuant to its Certificate of
Incorporation relating to the indemnification of its directors, officers and
employees. In addition, directors, officers and certain key employees are
insured against certain losses which may arise out of their employment and which
are not recoverable under the indemnification provisions of Ford's Certificate
of Incorporation.

Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate for a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.

Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employee of registrants is indemnified against all loss, cost,
liability or expense reasonably incurred in connection with or resulting from
any claim, action, suit or proceeding in which such person is involved or may be
involved by reason of any action or failure to act under the Plan.

II-2
<PAGE> 14

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------------- -----------------------------------------------------------------------------
<S> <C>
Exhibit 1 Form of Underwriting Agreement relating to the Debt Securities.
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The Bank of New
York.
Exhibit 4.2 Form of Debt Security is included in Exhibit 4.1. Any additional form or
forms of Debt Securities will be filed with the Commission.
Exhibit 5* Opinion of J.M. Rintamaki, Secretary and an Assistant General Counsel of
Ford, as to the legality of the Debt Securities registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford (incorporated by
reference to Exhibit 12 to Ford's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
Exhibit 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2* Consent of J.M. Rintamaki is contained in his opinion filed as Exhibit 5 to
this Registration Statement.
Exhibit 24* Powers of Attorney.
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New York.
</TABLE>

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

* Previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

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

Provided, however, that paragraphs 1 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

II-3
<PAGE> 15

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-4
<PAGE> 16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ford Motor Company, certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dearborn, Michigan, on the 15th day
of November, 1995.

FORD MOTOR COMPANY

By /s/ ALEX TROTMAN*

------------------------------------
(Alex Trotman)
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- -------------------------------------- ------------------
<C> <S> <C>
ALEX TROTMAN* Director and Chairman of the Board
- --------------------------------- of Directors, President and
(Alex Trotman) Chief Executive Officer
(Principal Executive Officer)
COLBY H. CHANDLER* Director
- ---------------------------------
(Colby H. Chandler)

MICHAEL D. DINGMAN* Director
- ---------------------------------
(Michael D. Dingman)

EDSEL B. FORD II* Director, Vice President--Ford and
- --------------------------------- President and Chief Operating Officer,
(Edsel B. Ford II) Ford Motor Credit Company

WILLIAM CLAY FORD* Director
- ---------------------------------
(William Clay Ford)

WILLIAM CLAY FORD, JR.* Director and Chairman of the Finance }November 15, 1995
- --------------------------------- Committee
(William Clay Ford, Jr.)

ROBERTO C. GOIZUETA* Director
- ---------------------------------
(Roberto C. Goizueta)

IRVINE O. HOCKADAY, JR.* Director
- ---------------------------------
(Irvine O. Hockaday, Jr.)

MARIE-JOSEE KRAVIS* Director
- ---------------------------------
(Marie-Josee Kravis)

DREW LEWIS* Director
- ---------------------------------
(Drew Lewis)

ELLEN R. MARRAM* Director
- ---------------------------------
(Ellen R. Marram)
</TABLE>

<PAGE> 17

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- -------------------------------------- ------------------
<C> <S> <C>
KENNETH H. OLSEN* Director
- ---------------------------------
(Kenneth H. Olsen)

CARL E. REICHARDT* Director
- ---------------------------------
(Carl E. Reichardt)

LOUIS R. ROSS* Director and Vice Chairman and Chief }November 15, 1995
- --------------------------------- Technical Officer
(Louis R. Ross)

CLIFTON R. WHARTON, JR.* Director
- ---------------------------------
(Clifton R. Wharton, Jr.)

JOHN M. DEVINE* Group Vice President and Chief
- --------------------------------- Financial Officer (Principal Financial
(John M. Devine) Officer)

DANIEL R. COULSON* Director of Accounting (Principal
- --------------------------------- Accounting Officer)
(Daniel R. Coulson)

* By /s/ LOUIS J. GHILARDI
- --------------------------------
(Louis J. Ghilardi,
Attorney-in-Fact)
</TABLE>

<PAGE> 18

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- -------------- ----------------------------------------------------------------- ------------
<S> <C> <C>
Exhibit 1 Form of Underwriting Agreement relating to the Debt Securities.
Exhibit 4.1 Indenture dated as of February 15, 1992 between Ford and The Bank
of New York.
Exhibit 4.2 Form of Debt Security is included in Exhibit 4.1. Any additional
form or forms of Debt Securities will be filed with the
Commission.
Exhibit 5* Opinion of J.M. Rintamaki, Secretary and an Assistant General
Counsel of Ford, as to the legality of the Debt Securities
registered hereunder.
Exhibit 12 Calculation of Ratio of Earnings to Fixed Charges of Ford
(incorporated by reference to Exhibit 12 to Ford's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995).
Exhibit 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim
financial information.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2* Consent of J.M. Rintamaki is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 24* Powers of Attorney.
Exhibit 25 Statement of Eligibility on Form T-1 of The Bank of New York.
</TABLE>

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

* Previously filed.

<PAGE> 1
EXHIBIT 1

FORD MOTOR COMPANY

Debt Securities

Underwriting Agreement

[________], 199_

[_________________]
[_________________]
[_________________]

Ladies and Gentlemen:

Ford Motor Company, a Delaware corporation (the "Company"),
proposes from time to time to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firm or firms
named in Schedule I to the applicable Pricing Agreement (such firm or firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of the Company's debt securities (the
"Securities") specified in Schedule II to such Pricing Agreement (such
Securities, as so specified in such Pricing Agreement, being herein sometimes
referred to as the "Designated Securities"), less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as
provided in Section 3 hereof and as may be specified in Schedule II to such
Pricing Agreement (such Designated Securities to be covered by Delayed Delivery
Contracts, as so specified in such Pricing Agreement, being herein sometimes
referred to as "Contract Securities" and the Designated Securities to be
purchased by the Underwriters (after giving effect to the deduction, if any,
for Contract Securities) being herein sometimes referred to as "Underwriters'
Securities").

The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture dated as of February 15, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and The Bank of New York, as Trustee (the
"Trustee").

1. Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Securities, for whom
[___________________] will act as representative (the "Representative"). The
term "Representative" also refers to
<PAGE> 2
2

[________________] when it alone constitutes the Underwriters. This
Underwriting Agreement shall not be construed as an obligation of the Company
to sell any of the Securities or as an obligation of any of the Underwriters to
purchase the Securities. The obligation of the Company to issue and sell any
of the Securities and the obligation of any of the Underwriters to purchase any
of the Securities shall be evidenced by the Pricing Agreement with respect to
the Designated Securities specified therein. Each Pricing Agreement shall
state the aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the principal amount of such Designated Securities
to be purchased by each Underwriter, whether any of such Designated Securities
shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof)
and the commission payable to the Underwriters with respect thereto, and shall
set forth the date, time and manner of delivery of such Designated Securities
and payment therefor. The Pricing Agreement shall also specify (to the extent
not set forth in the registration statement and the prospectus with respect
thereto and the Indenture) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts) and may be evidenced by an exchange of facsimile transmissions.
Each Pricing Agreement shall be deemed to be an agreement by the Company and
the Underwriters to be bound by the terms of this Agreement. The obligations
of the Underwriters under this Agreement and each Pricing Agreement shall be
several and not joint.

2. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

(a) A registration statement (No. 33-64247) on Form S-3
in respect of the Securities has been filed with the Securities and
Exchange Commission (the "Commission"), in the form heretofore
delivered to the Representative, and such registration statement in
such form has been declared effective by the Commission; and no stop
order suspending the effectiveness of such registration statement has
been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in
such registration statement being hereinafter called the "Preliminary
Prospectus", the various parts of such registration statement,
including all exhibits thereto but excluding Form T-1, and, if
applicable, including information ("Rule 430A Information"), if any,
deemed to be a part of such registration statement at the time of
effectiveness pursuant to Rule 430A under the Securities Act of 1933,
as amended (the "Act"), each as amended at the time such part became
effective, being hereinafter collectively called the "Registration
Statement", and the prospectus relating to the Securities, in the form
in which it has most recently been filed, or mailed for filing, with
the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; and any reference herein to the
Registration Statement, to the Preliminary Prospectus or the
Prospectus shall be deemed to include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the effective date of the Registration Statement or the date of such
Preliminary
<PAGE> 3

Prospectus or Prospectus, as the case may be, and any reference herein
to any amendment or supplement to the Registration Statement, the
Preliminary Prospectus or the Prospectus shall be deemed to include
any documents filed after the effective date of the Registration
Statement or the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and so incorporated by reference; and any
reference to the phrase "Prospectus as amended or supplemented" shall
be deemed to refer to the Prospectus as amended or supplemented to set
forth any Rule 430A Information or to describe the offering of a
particular series of Designated Securities in the form in which it is
first filed, or mailed for filing, with the Commission pursuant to
Rule 424 under the Act, including any documents incorporated by
reference therein as of the date of such filing or mailing);

(b) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, and any further
documents so filed and incorporated by reference, when they are filed
with the Commission, will conform in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder;

(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform, in
all material respects to the requirements of the Act, the Exchange
Act, where applicable, and the rules and regulations of the Commission
under the Act or the Exchange Act, as applicable, and do not and will
not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing
date as to the Prospectus and any supplement thereto, 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 this
representation and warranty shall not apply to any statement or
omission made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Designated
Securities through the Representative expressly for use in the
Prospectus as amended or supplemented relating to such Securities;
when the Registration Statement became effective, the Indenture was,
and at all times thereafter the Indenture has been and will be, duly
qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and when the Registration Statement became
effective the Indenture conformed, and at all times thereafter the
Indenture has conformed and will conform, in all material respects to
the requirements of the Trust Indenture Act;

(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority and has all
licenses, permits, orders and other governmental and regulatory
approvals, to own or lease its properties and conduct its business in
the jurisdictions in which such business is transacted as described in
the Prospectus, with
<PAGE> 4

only such exceptions as are not material to the business of the
Company and its subsidiaries considered as a whole;

(e) This Agreement has been duly authorized, executed and
delivered on behalf of the Company; upon execution and delivery of
each Pricing Agreement by the Company, such Pricing Agreement shall
have been duly authorized, executed and delivered on behalf of the
Company and, when executed and delivered by the Representative, will
be a valid and legally binding agreement of the Company in accordance
with its terms; on the date of each Pricing Agreement with respect to
the Designated Securities covered thereby, such Designated Securities
shall be duly authorized, and, when such Designated Securities are
authenticated as contemplated by the Indenture and issued and
delivered in accordance with this Agreement and the Pricing Agreement
applicable to such Designated Securities and, in the case of any
Contract Securities, pursuant to Delayed Delivery Contracts applicable
to such Contract Securities, will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company in accordance with their
terms and will be entitled to the benefits provided by the Indenture,
which will be substantially in the form included as an exhibit to the
Registration Statement; and the Indenture has been duly authorized by
the Company and, as executed and delivered by the Company and the
Trustee, constitutes a valid and legally binding instrument of the
Company in accordance with its terms except as the same may be limited
by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law;

(f) In the event that any of the Securities are purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized by the Company and, when executed
and delivered on behalf of the Company and duly authorized, executed
and delivered on behalf of the purchaser thereunder, will constitute a
valid and legally binding agreement of the Company in accordance with
its terms;

(g) There is no consent, approval, authorization, order,
registration or qualification of or with any court or any regulatory
authority or other governmental body having jurisdiction over the
Company which is required for, and the absence of which would
materially affect, the issue and sale of the Designated Securities as
contemplated by this Agreement or, in the case of any Contract
Securities, Delayed Delivery Contracts with respect to such Contract
Securities, or the execution, delivery or performance of the
Indenture, except the registration under the Act of the Securities,
the qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under the securities or Blue Sky
laws of any jurisdiction in connection with the public offering of the
Securities by the Underwriters; and
<PAGE> 5

(h) Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), who
have certified certain of the financial statements included or
incorporated by reference in the Registration Statement and the
Prospectus as amended or supplemented, are, to the best of the
knowledge of the Company, independent certified public accountants as
required by the Act and the rules and regulations of the Commission
thereunder.

3. Upon the execution of the Pricing Agreement
applicable to any Designated Securities and authorization by the Representative
of the release of the Underwriters' Securities, the several Underwriters
propose to offer the Underwriters' Securities for sale upon the terms and
conditions set forth in the Prospectus as amended or supplemented, and, in
connection with such offer or the sale of such Designated Securities, will use
the Prospectus as amended or supplemented, together with any amendment or
supplement thereto, that specifically describes such Designated Securities, in
the form which has been most recently distributed to them by the Company, only
as permitted or contemplated thereby, and will offer and sell such Designated
Securities only as permitted by the Act and the applicable securities laws or
regulations of any jurisdiction. The Representative will use its best efforts
to inform the Company when it has authorized the sale of the Underwriters'
Securities to the public and when it has been advised that such Underwriters'
Securities have been sold by the several Underwriters within a reasonable
period of time after such sales are completed.

The Company may specify in Schedule II to the Pricing
Agreement applicable to any Designated Securities that the Underwriters are
authorized to solicit offers to purchase Designated Securities from the Company
pursuant to delayed delivery contracts (herein called "Delayed Delivery
Contracts"), substantially in the form of Annex II attached hereto but with
such changes therein as the Representative and the Company may authorize or
approve. If so specified, the Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to the
Representative, for the accounts of the Underwriters, at the Time of Delivery
(as defined in Section 4 hereof), such commission, if any, as may be set forth
in such Pricing Agreement. Delayed Delivery Contracts, if any, shall be with
institutional investors of the types described in the Prospectus as amended or
supplemented and subject to other conditions therein set forth. The Company
will enter into a Delayed Delivery Contract in each case where the Underwriters
have arranged for such a contract and the Company has advised the
Representative of its approval of the proposed sale of Contract Securities to
the purchaser thereunder; provided, however, that the minimum principal amount
of Contract Securities covered by any Delayed Delivery Contract (or the
aggregate amount under Delayed Delivery Contracts with related purchasers)
shall be $1,000,000 and the aggregate principal amount of all Contract
Securities shall not exceed the maximum aggregate principal amount specified in
Schedule II to the Pricing Agreement with respect to the Designated Securities
specified therein, unless the Company shall otherwise agree in writing.
However, if the aggregate principal amount of Contract Securities requested for
delayed delivery is less than the minimum aggregate principal amount specified
in such Schedule II, the Company will have the right to reject all requests.
Each Underwriter to whom Contract Securities have been attributed will make
reasonable efforts to
<PAGE> 6

assist the Company in obtaining performance by the purchaser in accordance with
the terms of the Delayed Delivery Contract covering such Contract Securities,
but no Underwriter will have any liability in respect of the validity or
performance of any Delayed Delivery Contract.

The Company will notify the Representative not later than 3:30
p.m., New York City time, on the third business day preceding the Time of
Delivery specified in the applicable Pricing Agreement (or such other time and
date as the Representative and the Company may agree upon in writing), such
notice to be confirmed in writing prior to such Time of Delivery, of the
principal amount of Contract Securities, and the name of, and principal amount
thereof to be purchased by, each purchaser. The principal amount of Contract
Securities to be deducted from the principal amount of Designated Securities to
be purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Securities shall be, in each case, the
principal amount of Contract Securities of which the Company has been advised
in writing prior to the time of Delivery by the Representative as having been
attributed to such Underwriter, provided that, if the Company has not been so
advised, the amount of Contract Securities to be so deducted shall be, in each
case, that proportion of Contract Securities which the principal amount of
Designated Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the total principal amount of the Designated Securities
(rounded, as the Representative may determine, to the nearest $1,000 principal
amount) and that, subject to Section 8 hereof, the total principal amount of
Underwriters' Securities to be purchased by all of the Underwriters pursuant to
such Pricing Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the principal
amount of the Contract Securities.

4. Underwriters' Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, shall be
delivered (to the extent practicable) in definitive form or in the form of one
or more global securities, as specified in such Pricing Agreement, by the
Company to the Representative, for the account of such Underwriter, against
payment of the purchase price therefor by such Underwriter or on its behalf, by
certified or bank cashier's check or checks, payable to the order of the
Company, or by wire or internal bank transfer to an account specified by the
Company, in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representative and the Company may agree upon in writing,
the time and date of such delivery and payment being herein called the "Time of
Delivery". If any Underwriters' Securities are to be delivered in definitive
form, the Underwriters' Securities so delivered shall be in such authorized
denominations and shall be registered in such name or names as the
Representative shall request in writing at least 48 hours prior to the Time of
Delivery. For the purpose of expediting the checking of such Securities by the
Representative, the Company agrees to make such Securities available to the
Representative not later than 9:00 a.m., New York City time, on the business
day next preceding the Time of Delivery at the offices of the Representative
designated in Section 11 hereof. If any Underwriters' Securities are to be
delivered in global form, unless otherwise provided in the applicable Pricing
Agreement, the
<PAGE> 7

Underwriters' Securities so delivered shall be deposited with, or on behalf of,
the Depository Trust Company (the "Depository") and registered in the name of
the Depository's nominee.

Concurrently with the delivery of and payment for the
Underwriters' Securities, the Company will deliver to the Representative for
the accounts of the Underwriters a check payable to the order of the
Representative in the amount of any compensation payable by the Company to the
Underwriters in respect of any Delayed Delivery Contracts as provided in
Section 3 hereof and in the Pricing Agreement relating to such Securities, or
such amount may be deducted from the amounts delivered pursuant to the
preceding paragraph.

5. The Company agrees with each of the Underwriters of
any Designated Securities:

(a) To make no amendment or any supplement to the
Registration Statement or the Prospectus as amended or supplemented
after the date of the Pricing Agreement relating to such Designated
Securities and prior to the Time of Delivery for such Designated
Securities prior to having furnished the Representative with a copy of
the proposed form thereof and given the Representative a reasonable
opportunity to review the same; to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Prospectus as
amended or supplemented and for so long as the delivery of a
prospectus is required by law in connection with the offering or sale
of such Designated Securities, and during such same period to advise
the Representative, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed
or become effective or any supplement to the Prospectus as amended or
supplemented or any amended Prospectus has been filed or mailed for
filing, of the issuance of any stop order by the Commission, of the
suspension of the qualification of such Designated Securities for
offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or the Prospectus as amended or supplemented or for
additional information; and, in the event of the issuance of any such
stop order or of any order preventing or suspending the use of any
prospectus relating to such Designated Securities or suspending any
such qualification, to use promptly its best efforts to obtain its
withdrawal;

(b) Promptly from time to time to take such action as the
Representative may reasonably request in order to qualify such
Designated Securities for offering and sale under the securities laws
of such states as the Representative may request and to continue such
qualifications in effect so long as necessary under such laws for the
distribution of such Designated Securities, provided that, in
connection therewith the Company shall not be required to qualify as a
foreign corporation to do business, or to file a general consent to
service of process in any jurisdiction, and provided further that
<PAGE> 8

the expense of maintaining any such qualification more than one year
from the date of the Pricing Agreement with respect to such Designated
Securities shall be at the expense of the Underwriters;

(c) To furnish the Underwriters with copies of the
Registration Statement (excluding exhibits) and copies of the
Prospectus as amended or supplemented in such quantities as the
Representative may from time to time reasonably request; and if,
before a period of six months shall have elapsed after the date of the
Pricing Agreement applicable to such Designated Securities and the
delivery of a prospectus shall be at the time required by law in
connection with sales of any such Designated Securities, either (i)
any event shall have occurred as a result of which the Prospectus as
amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, or (ii) for any other reason it
shall be necessary during such same period to amend or supplement the
Prospectus as amended or supplemented or to file under the Exchange
Act any document incorporated by reference into the Prospectus as
amended or supplemented in order to comply with the Act or the
Exchange Act, to notify the Representative and upon its request to
file such document and to prepare and furnish without charge to each
Underwriter and to any dealer participating in the distribution of
such Designated Securities as many copies as the Representative may
from time to time reasonably request of an amendment or a supplement
to the Prospectus as amended or supplemented which will correct such
statement or omission or effect such compliance; and in case any
Underwriter is required by law to deliver a prospectus in connection
with sales of any of such Designated Securities at any time six months
or more after the date of such Pricing Agreement, upon the request of
the Representative, but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as the Representative
may request of an amended or supplemented prospectus complying with
Section 10(a)(3) of the Act;

(d) To make generally available to its security holders
as soon as practicable, but in any event no later than eighteen months
after the effective date of the Registration Statement (as such date
is defined in Rule 158(c) under the Act), an earning statement of the
Company and its consolidated subsidiaries complying with Rule 158
under the Act and covering a period of at least twelve consecutive
months beginning after such effective date;

(e) During a period of five years from the date of the
Pricing Agreement applicable to such Designated Securities, to furnish
to the Representative copies of all reports or other communications
(financial or other) furnished to security holders, and to deliver to
the Representative, during such same period, (i) as soon as they are
available, copies of any reports and financial statements furnished to
or filed with the Commission or any national securities exchange on
which any of the Securities or any class of securities of the Company
is listed, and (ii) such additional information concerning the
business and financial condition of the Company as the Representative
may from time to
<PAGE> 9

time reasonably request (such financial statements to be on a
consolidated basis to the extent that the accounts of the Company and
its subsidiaries are consolidated in reports furnished to its security
holders generally or to the Commission);

(f) To pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including
the cost of all qualifications of such Designated Securities under
state securities laws (including reasonable fees and disbursements of
counsel to the Underwriters in connection with such qualifications and
with legal investment surveys), any fees of rating agencies with
respect to the Securities and the cost of printing this Agreement,
each Pricing Agreement and any Delayed Delivery Contracts (it being
understood that, except as provided in this subsection (f) and in
Section 10 hereof, the Underwriters will pay all of their own costs
and expenses, including the cost of printing any Agreement Among
Underwriters, the fees of their counsel, transfer taxes on resale of
any of such Designated Securities by them and any advertising expenses
connected with any offers that they may make); and

(g) On any date on which the Company shall release to the
general public interim financial information included in or derived
from the its consolidated statement of income for a period ending on
the last day of the preceding calendar quarter, the Company shall
cause Coopers & Lybrand forthwith to furnish the Representative a
letter, dated no earlier than two days prior to the date of such
release, substantially in the form of Annex III hereto.

6. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
shall be subject, in the discretion of the Representative, to the condition
that all representations and warranties and other statements of the Company
herein are, at and as of the Time of Delivery for such Designated Securities,
true and correct, the condition that the Company shall have performed all of
its obligations hereunder theretofore to be performed, in all material
respects, and the following additional conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with or otherwise satisfied;

(b) J.M. Rintamaki, Esq., an Assistant General Counsel
and Secretary of the Company, or other counsel satisfactory to the
Representative in its reasonable judgment, shall have furnished to the
Representative his written opinion, dated the Time of Delivery for
such Designated Securities, in form satisfactory to the Representative
in its reasonable judgment, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware,
<PAGE> 10

with corporate power under the laws of such State to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented, and is duly qualified and in good standing to
do business as a foreign corporation in the States of Michigan and
Ohio;

(ii) This Agreement and the Pricing Agreement applicable
to the Designated Securities each have been duly authorized, executed
and delivered by the Company;

(iii) The Indenture has been duly authorized,
executed and delivered by, and constitutes a valid and binding
instrument of, the Company and has been duly qualified under the
Trust Indenture Act;

(iv) In the event that any of the Designated
Securities are to be purchased pursuant to Delayed Delivery
Contracts, each Delayed Delivery Contract which has been executed by
the Company, has been duly authorized, executed and delivered by the
Company and, assuming due authorization, execution and delivery by the
purchaser thereunder, is a valid and binding agreement of the Company;

(v) The Designated Securities have been duly
authorized by the Company; the Underwriters' Securities,
assuming due authentication by the Trustee, have been duly executed,
authenticated, issued and delivered and constitute valid and binding
obligations of the Company entitled to the benefits provided by the
Indenture; and the Contract Securities, if any, when duly executed and
authenticated as provided in the Indenture and issued and delivered in
accordance with the Delayed Delivery Contracts, if any, will
constitute valid and binding obligations of the Company entitled to
the benefits provided by the Indenture;

(vi) The issue and sale of the Designated Securities and
the compliance by the Company with all provisions of the
Designated Securities, the Indenture, this Agreement, the Pricing
Agreement applicable to the Designated Securities and each of the
Delayed Delivery Contracts, if any, will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a
default under (in each case material to the Company and its
subsidiaries considered as a whole), or result in the creation or
imposition of any lien, charge or encumbrance (in each case material
to the Company and its subsidiaries considered as a whole) upon any of
the property or assets of the Company pursuant to the terms of, any
indenture, mortgage, deed of trust, loan agreement, guarantee, lease
financing agreement or other similar agreement or instrument known to
such counsel under which the Company is a debtor or a guarantor, nor
will such action result in any violation of the provisions of the
Certificate of Incorporation or the By-Laws of the Company;
<PAGE> 11

(vii) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than the
financial statements and other accounting information contained or
incorporated by reference therein or omitted therefrom, as to which
such counsel need express no opinion), when they were filed with the
Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder;

(viii) The Registration Statement has become
effective under the Act and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that
purpose has been instituted or threatened by the Commission; the
Registration Statement and the Prospectus as amended or supplemented
and any further amendments and supplements thereto made by the Company
prior to the Time of Delivery for the Designated Securities (other
than Exhibit 12 to the Registration Statement and the financial
statements and other accounting information contained in the
Registration Statement or the Prospectus as amended or supplemented or
any further amendments or supplements thereto, or omitted therefrom,
as to which such counsel need express no opinion) comply as to form in
all material respects with the requirements of the Act and the rules
and regulations thereunder; and the statements in the Registration
Statement and the Prospectus as amended or supplemented in the
sections thereof describing the Securities and the Designated
Securities are accurate and fairly present the information required or
purported to be shown;

(ix) Such counsel believes that neither the Registration
Statement (other than Exhibit 12 thereto and the financial
statements and other accounting information contained therein or
omitted therefrom, as to which such counsel need express no opinion)
nor any amendment thereto, at the time the same became effective,
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;

(x) Such counsel believes that on the date of the
Prospectus as amended or supplemented relating to the
Designated Securities and at the Time of Delivery the Prospectus as
amended or supplemented (other than the financial statements and other
accounting information contained therein or omitted therefrom, as to
which such counsel need express no opinion) together with any
supplement thereto, does 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, in the light of
the circumstances under which they were made, not misleading;
<PAGE> 12

(xi) Such counsel does not know of any contract or other
document of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by reference
into the Prospectus as amended or supplemented or required to be
described in the Registration Statement or the Prospectus as amended
or supplemented which is not filed or incorporated by reference or
described as required; and

(xii) Such counsel does not know of any legal or
governmental proceeding pending to which the Company is a party
or of which any property of the Company is the subject, and no such
proceedings are known by such counsel to be threatened or contemplated
by governmental authorities or threatened by others, other than as set
forth or contemplated in the Prospectus as amended or supplemented and
other than such proceedings which, in his opinion, will not have a
material adverse effect upon the general affairs, financial position,
net worth or results of operations (on an annual basis) of the Company
and its subsidiaries considered as a whole.

Such opinion may be made subject to the qualification that the enforceability
of the terms of the Indenture, the Delayed Delivery Contracts, if any, and the
Designated Securities may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law;

(c) Shearman & Sterling, counsel to the Underwriters, shall have
furnished to the Representative its written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to the
Representative in its reasonable judgment, to the effect that:

(i) The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State
of Delaware and has the corporate power under the laws of such State
to own its properties and carry on its business as set forth in the
Prospectus as amended or supplemented;

(ii) The Indenture has been duly qualified under the
Trust Indenture Act, has been duly authorized, validly executed
and delivered by the Company and constitutes a valid and binding
obligation of the Company;

(iii) The Designated Securities have been duly authorized
by the Company; the Underwriters' Securities, when executed by
the Company and authenticated by the Trustee in accordance with the
Indenture and delivered and paid for as provided in this Agreement and
the applicable Pricing Agreement, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits provided
<PAGE> 13

by the Indenture; and any Contract Securities (if executed by the
Company and authenticated by the Trustee as aforesaid), when delivered
and paid for as provided in the Delayed Delivery Contracts, will have
been duly issued under the Indenture and will constitute valid and
binding obligations of the Company entitled to the benefits of the
Indenture;

(iv) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the financial
statements and other accounting information contained or incorporated
by reference therein or omitted therefrom, as to which such counsel
need express no opinion), when they were filed with the Commission,
appeared on their face to be appropriately responsive in all material
respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;

(v) The Registration Statement has become effective
under the Act, is still effective, and to the best knowledge of
such counsel no proceedings for a stop order are pending or
threatened;

(vi) The Registration Statement and the Prospectus as
amended or supplemented and any further amendments or supplements
thereto made by the Company prior to the Time of Delivery for the
Designated Securities (other than Exhibit 12 to the Registration
Statement and the financial statements and other accounting
information contained in the Registration Statement or the
Prospectus as amended or supplemented or any further amendments or
supplements thereto, or omitted therefrom, as to which such counsel
need express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder;

(vii) The Indenture and the Designated Securities conform
as to legal matters with the descriptions thereof contained in
the Registration Statement and the Prospectus as amended or
supplemented; and

(viii) This Agreement and the Pricing Agreement with respect
to the Designated Securities have been duly authorized,
executed and delivered by the Company.

Such opinion shall also state that, while the such counsel have not verified,
and are not passing upon and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, they have generally reviewed and
discussed such statements with the certain officers and employees of the
Company, with their counsel and auditors and with the representatives of the
Underwriters, and in the course of such review and discussions, no facts came
to the attention of such counsel which lead them to believe that the
Registration Statement,
<PAGE> 14

at the time that the Registration Statement became effective (other than the
financial statements and other accounting information contained therein,
or omitted therefrom, as to which they have not been requested to comment),
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of the date
thereof (other than the financial statements and other accounting information
contained therein, or omitted therefrom, as to which they have not been
requested to comment), included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture and the Designated Securities may
be limited by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights generally and by
general equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law;

(d) (i) At the time of execution of the Pricing Agreement for
such Designated Securities, Coopers & Lybrand shall have furnished to the
Representative a letter dated the date of such Pricing Agreement and (ii)
at the Time of Delivery for such Designated Securities, Coopers & Lybrand shall
have furnished to the Representative a letter dated such Time of Delivery,
in each case in form satisfactory to the Representative, in its reasonable
judgment, to the effect set forth in Annex IV hereto and, with respect to such
letter dated such Time of Delivery, as to such other matters as the
Representative may reasonably request as shall be referred to in Schedule II
to the Pricing Agreement applicable to such Designated Securities;

(e) Since the respective dates as of which information is
given in the Prospectus as amended or supplemented, there shall not have
occurred any material adverse change, or any development involving a
prospective material adverse change, in or affecting particularly the business
or assets of the Company and its subsidiaries considered as a whole, or any
material adverse change in the financial position or results of operations of
the Company and its subsidiaries considered as a whole, otherwise than as set
forth or contemplated in the Prospectus as amended or supplemented, which in
any such case makes it impracticable or inadvisable in the reasonable judgment
of the Representative to proceed with the public offering or the delivery of
the Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;

(f) Since the time of execution of the Pricing Agreement
applicable to the Designated Securities, the United States shall not have
become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war, which makes it impracticable or
inadvisable in the reasonable judgment of the Representative to proceed with
the public offering or the delivery of the Designated
<PAGE> 15

Securities on the terms and in the manner contemplated in the Prospectus
as amended or supplemented; and

(g) The Company shall have furnished or caused to be furnished
to the Representative, at the Time of Delivery for such
Designated Securities, a certificate in form satisfactory to the
Representative in its reasonable judgment to the effect that: (i) the
representations and warranties of the Company contained in this Agreement
are true and correct on and as of such Time of Delivery as though made at
and as of such Time of Delivery; (ii) the Company has duly performed, in
all material respects, all obligations required to be performed by it
pursuant to the terms of this Agreement at or prior to such Time of
Delivery; (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose
has been initiated or, to the knowledge of the Company, threatened by the
Commission and all requests for additional information on the part of the
Commission have been complied with or otherwise satisfied; and (iv) at and
as of such Time of Delivery neither the Registration Statement nor the
Prospectus as amended or supplemented contains any untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that no such certificate shall apply to any statements
or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representative expressly for use therein.

The obligations of the Company and the Underwriters of any
Designated Securities under the Pricing Agreement applicable to such Designated
Securities are subject to the additional condition that there shall have been
furnished to the Company and such Underwriters, at the Time of Delivery for
such Designated Securities, such certificates of officers as shall, in the
reasonable judgment of the Representative and the Company, be appropriate to
indicate that the Indenture has been duly authorized, executed and delivered by
the Trustee and is a valid and binding agreement of the Trustee.

7. (a) The Company will indemnify and hold harmless each
Underwriter of the applicable Designated Securities against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject with respect to such Designated Securities, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement
or the Prospectus as amended or supplemented, or any amendment or supplement
thereto with respect to such Designated Securities, or arise out of or are
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 will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue
<PAGE> 16

statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated
Securities through the Representative expressly for use therein; and provided
further that the Company shall not be liable to any Underwriter of Designated
Securities or any person controlling such Underwriter under the indemnity
agreement in this subsection (a) with respect to any of such documents to the
extent that any such loss, claim, damage or liability of such Underwriter or
controlling person results from the fact that such Underwriter sold such
Designated Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents
incorporated by reference), whichever is most recent, if the Company has
previously furnished copies thereof to such Underwriter.

The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act.

(b) Each Underwriter of the applicable Designated
Securities will indemnify and hold harmless the Company against any losses,
claims, damages or liabilities to which the Company may become subject with
respect to such Designated Securities, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement or the Prospectus as amended
or supplemented, or any amendment or supplement thereto with respect to such
Designated Securities, or arise out of or are 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, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representative expressly for use
therein; and will reimburse the Company for any legal fees or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim.

The indemnity agreement in this subsection (b) shall be in
addition to any liability which the Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Company and to each person, if any, who controls the Company within the meaning
of the Act.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof, and in the
<PAGE> 17

event that such indemnified party shall not so notify the indemnifying party
within 30 days following receipt of any such notice by such indemnified party,
the indemnifying party shall have no further liability under such subsection to
such indemnified party unless such indemnifying party shall have received other
notice addressed and delivered in the manner provided in the second paragraph
of Section 11 hereof of the commencement of such action; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may have to any indemnified party otherwise than under such subsection. In
case any such action shall be brought against any indemnified party, and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein, and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party in its reasonable judgment, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 7
is unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters of the Designated Securities on
the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters,
in each case as set forth in the table on the cover page of the Prospectus as
amended or supplemented with respect to such Designated Securities. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or such Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission, including, with respect to any such Underwriter, the extent to which
such losses, claims, damages or liabilities (or actions in respect thereof)
result from the fact that such Underwriter sold such Designated Securities
<PAGE> 18

to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as
then amended or supplemented (excluding documents incorporated by reference),
whichever is most recent, if the Company has previously furnished copies
thereof to such Underwriter. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include 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 subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such 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. The obligations of Underwriters of Designated
Securities in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

8. If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under the
Pricing Agreement applicable to such Securities, the Representative may in its
discretion arrange for itself or for another party or other parties to purchase
such Underwriters' Securities on the terms contained herein. If within 36
hours after such default by any Underwriter the Representative do not arrange
for the purchase of such Underwriters' Securities, then the Company shall be
entitled to a further period of 36 hours within which to procure another party
or other parties to purchase such Underwriters' Securities on such terms. In
the event that, within the respective prescribed periods, the Representative
notify the Company that it has so arranged for the purchase of such
Underwriters' Securities, or the Company notifies the Representative that it
has so arranged for the purchase of such Underwriters' Securities, the
Representative or the Company, respectively, shall have the right to postpone
the Time of Delivery for such Underwriters' Securities for a period of not more
than seven days in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or any other documents or arrangements, and the Company agrees to
file promptly any amendments to the Registration Statement or the Prospectus as
amended or supplemented which in the opinion of Shearman & Sterling and counsel
for the Company referred to in Section 6(b) hereof may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if it had originally
been a party to the Pricing Agreement with respect to such Designated
Securities. In the event that neither the Representative nor the Company
arrange for another party or parties to purchase such Underwriters' Securities
as
<PAGE> 19

provided in this Section, the Company shall have the right to require each
non-defaulting Underwriter to purchase and pay for the Underwriters' Securities
which such non-defaulting Underwriter agreed to purchase under the Pricing
Agreement relating to such Designated Securities and, in addition, to require
each non-defaulting Underwriter to purchase the Underwriters' Securities which
the defaulting Underwriter or Underwriters shall have so failed to purchase up
to an amount thereof equal to 10% of the principal amount of the Underwriters'
Securities which such non-defaulting Underwriter has otherwise agreed to
purchase under the Pricing Agreement relating to such Designated Securities;
provided, however, that if the aggregate principal amount of Underwriters'
Securities which any defaulting Underwriter or Underwriters shall have so
failed to purchase is more than one-eleventh of the aggregate principal amount
of the Designated Securities, then the Pricing Agreement relating to such
Designated Securities may be terminated either by the Company or, through the
Representative, by such Underwriters as have agreed to purchase in the
aggregate 50% or more of the remaining Designated Securities under the Pricing
Agreement relating to such Designated Securities, without liability on the part
of any non-defaulting Underwriter or the Company, except for the expenses
referred to in Section 5(f) hereof and the indemnification provided in Section
7 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

9. The respective indemnities, agreements,
representations, warranties and other statements of the Underwriters and the
Company hereunder, as set forth in this Agreement or made by them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or the Company or any of its
officers or directors or any controlling person, and shall survive delivery of
and payment for the Designated Securities.

10. If any Pricing Agreement shall be terminated pursuant
to Section 8 hereof, or if any Designated Securities are not delivered by the
Company as provided herein because the condition set forth either in the last
paragraph of Section 6 or in Section 6(f) has not been met, the Company shall
then be under no liability hereunder to any Underwriter, except as provided in
Section 5(f) and Section 7 hereof; but if for any other reason any Designated
Securities are not delivered by the Company as provided herein, the Company
will be liable to reimburse the Underwriters, through the Representative, for
all out-of-pocket expenses, including counsel fees and disbursements, as
approved in writing by the Representative, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Designated Securities, but the Company shall then have no further liability to
any Underwriter except as provided in Section 5(f) and Section 7 hereof.

11. In all dealings with the Company under this Agreement
and each Pricing Agreement, the Representative of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
Company shall be entitled to act and rely upon any statement, request, notice
or agreement on behalf of any Underwriter made or given by the Representative.
<PAGE> 20

All statements, requests, notices and agreements hereunder
shall be in writing, or by telegram if promptly confirmed in writing, and if to
the Representative or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the Representative at
[_______________________________], and if to the Company shall be sufficient in
all respects if delivered or sent by registered mail to the Company at The
American Road, Dearborn, Michigan 48121, attention of the Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 7(c) hereof
shall be delivered or sent by registered mail directly to such Underwriter at
its principal office.

12. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the Underwriters and the
Company, and to the extent provided in Section 7 and Section 9 hereof, the
officers and directors of the Company and any person who controls any
Underwriter or the Company, and their respective personal representatives,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing Agreement. No
purchaser of any of the Designated Securities from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.

13. Time shall be of the essence of each Pricing
Agreement.

14. This Agreement and each Pricing Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

15. This Agreement and each Pricing Agreement may be
executed by each of the parties hereto and thereto in any number of
counterparts, and by each of the parties hereto and thereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
<PAGE> 21

If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon the acceptance
hereof by you, this letter and such acceptance hereof shall constitute a
binding agreement.

Very truly yours,

FORD MOTOR COMPANY

By:__________________

Accepted in New York, New York,
as of the date hereof:

[___________________]

By: _______________________________________
Name:
Title:
<PAGE> 22

ANNEX I

Pricing Agreement

[__________________]
as Representative of the
Several Underwriters named
in Schedule I hereto,
[__________________]
[__________________]

[_________], 199_

Ladies and Gentlemen:

Ford Motor Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement dated [____________] (the "Underwriting Agreement")
between the Company and [___________], to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety
and shall be deemed to be a part of this Pricing Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting
Agreement relating to the Prospectus shall be deemed to have been made as of
the date of the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities covered by this
Pricing Agreement, shall be deemed to have been made as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.

An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you, is now proposed to be filed, or, in the
case of a supplement, electronically transmitted for filing, with the
Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase
<PAGE> 23

Ann. I - 2

from the Company, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto [, less the principal amount of Designated Securities covered
by Delayed Delivery Contracts, if any, [as may be specified in such Schedule
II] [attributable to such Underwriter as determined pursuant to Section 3 of
the Underwriting Agreement]].

If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us. You represent that you are authorized on
behalf of yourselves and each of the Underwriters to enter into this Pricing
Agreement.

Very truly yours,

FORD MOTOR COMPANY

By___________________

Accepted as of the date hereof:

By: ______________________________________
Name:
Title:
<PAGE> 24

SCHEDULE I TO PRICING AGREEMENT

Principal Amount
Of Designated
Securities to
Underwriters be Purchased
------------ -------------------

[Name of Representative] . . . . . . . . . . . . . . . . $
[Names of Other Underwriters] . . . . . . . . . . . . . .

_____________________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . $
=====================
<PAGE> 25

SCHEDULE II TO PRICING AGREEMENT

Title of Designated Securities:
[ %] [Extendable] [Floating Rate] [Zero Coupon] [Notes] [Debentures]
due

Aggregate principal amount:
$

Denominations:
[$1,000] [$5,000] [$ ]

Price to Public:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]

Purchase Price by Underwriters:
% of the principal amount of the Underwriters' Securities, plus
accrued interest from to [and accrued
amortization, if any, from to ]

Maturity:

Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:
[months and dates]

Redemption Provisions:
[No redemption provisions]

[The Designated Securities may be redeemed, [otherwise than through
the sinking fund,] in whole or in part at the option of the Company,
in the amount of $ or an integral multiple thereof,
[on or after , at the
following redemption prices (expressed in percentages of principal
amount). If [redeemed on or before , , %, and if]
redeemed during the 12-month period beginning ,

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

<PAGE> 26

Sch. II - 2

and thereafter at 100% of their principal amount, together in
each case with accrued interest to the redemption date.]

[on any interest payment date falling on or after
, , at the election of the Company, at a redemption price
equal to the principal amount thereof, plus accrued interest
to the date of redemption.]

[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]

[Restriction on refunding]

Sinking Fund Provisions:
[No sinking fund provisions]

[The Designated Securities are entitled to the benefit of a sinking
fund to retire $ principal amount of Designated Securities on
in each of the years through at 100% of their
principal amount plus accrued interest] [, together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]

[If Designated Securities are Extendable Debt
Securities, insert--

Extendable Provisions:

The Designated Securities are repayable on , at the option
of the holder, at their principal amount with accrued interest. The
initial annual interest rate will be %, and thereafter the annual
interest rate will be adjusted on , , and to a rate
not less than % of the effective annual interest rate on
obligations with year maturities as of the [interest date 15 days
prior to maturity date] prior to such [insert maturity date].]

[If Designated Securities are Floating Rate Debt
Securities, insert--

Floating Rate Provisions:
<PAGE> 27

Sch. II - 3

The initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each ,
, and ] [to an annual rate of %
above the average rate for -year [-month] [securities]
[certificates of deposit] by and [insert names
of banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the
weekly average per annum market discount rate for
-month Treasury bills plus % of the Interest Differential
(the excess, if any, of (i) the then-current weekly average
per annum secondary market yield for -month certificates
of deposit over (ii) the then-current interest yield
equivalent of the weekly average per annum market discount
rate for -month Treasury bills); [from and
thereafter the rate will be the then-current interest yield
equivalent plus % of the Interest Differential].]

Time of Delivery:
[time and date], 19

Closing Location:
Shearman & Sterling, New York, New York

Funds in which Underwriters to make Payment:
[Immediately available funds] [[New York] Clearing House funds]

Delayed Delivery:
[None]

[Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of
.]

[Minimum aggregate principal amount of Designated Securities to be
offered and sold pursuant to Delayed Delivery Contracts: $ .]

[Additional Comfort Procedures:]

[Other Terms:]
<PAGE> 28

ANNEX II

Delayed Delivery Contract

, 19

FORD MOTOR COMPANY
c/o [_________________]
[____________________]
[____________________]
Attention:

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Ford Motor
Company (hereinafter called the "Company"), and the Company agrees to sell to
the undersigned,
principal amount of the Company's
[Title of Designated Securities] (hereinafter called the "Designated
Securities"), offered by the Company's Prospectus dated , 19 , as
amended or supplemented, receipt of a copy of which is hereby acknowledged, at
a purchase price of % of the principal amount thereof, plus accrued
interest from the date from which interest accrues as set forth below, and on
the further terms and conditions set forth in this contract. [The undersigned
will purchase the Designated Securities from the Company on , 19
(the "Delivery Date"), and interest on the Designated Securities so purchased
will accrue from , 19 . Each of the Designated Securities will be
dated the Delivery Date thereof.] [The undersigned will purchase the
Designated Securities from the Company on the delivery date or dates and in the
principal amount or amounts set forth below:

<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
------------- ------ ----------------
<S> <C> <C>
, 19 $ , 19
, 19 $ , 19

</TABLE>

Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date". Each of the Designated
Securities will be dated the Delivery Date thereof.]
<PAGE> 29

Ann. II - 2

Payment for the Designated Securities which the undersigned
has agreed to purchase on [the] [each] Delivery Date shall be made to the
Company or its order by certified or official bank check in [Immediately
available funds] [[New York] Clearing House funds] at the office of
[at 9:30 a.m., New York City time,] on [the] [such] Delivery Date upon delivery
to the undersigned of the Designated Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.

The obligation of the undersigned to take delivery of and make
payment for Designated Securities on [the] [each] Delivery Date shall be
subject to the conditions that (1) the purchase of Designated Securities by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the
laws of the jurisdiction to which the undersigned is subject and (2) the
Company, on or before , 19 , shall have sold to the several
Underwriters, pursuant to the Pricing Agreement dated , 19 with
the Company, an aggregate principal amount of Designated Securities equal to
$ minus the aggregate principal amount of Designated Securities covered
by this contract and other contracts similar to this contract. The obligation
of the undersigned to take delivery of and make payment for Designated
Securities shall not be affected by the failure of any purchaser to take
delivery of and make payment for Designated Securities pursuant to other
contracts similar to this contract.

Promptly after completion of the sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

The undersigned represents and warrants to the Company that,
as of the date of this contract, the undersigned is not prohibited from
purchasing the Designated Securities hereby agreed to be purchased by it under
the laws of the jurisdiction to which the undersigned is subject.

This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by any party hereto without the written consent of the other parties.

This contract may be executed by the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
<PAGE> 30

Ann. II - 3

It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the sole discretion
of the Company and that, without limiting the foregoing, acceptances of such
contract need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.

Yours very truly,

By_________________________
(Signature)

___________________________
(Name and Title)

___________________________
(Address)

Accepted, , 19
FORD MOTOR COMPANY

By_______________________

THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY
[______________________] NOT LATER THAN 5:00 P.M. ON , ACCOMPANIED
BY A CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY,
AS TO THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.
<PAGE> 31

ANNEX III

At the request of Ford Motor Company, we are enclosing a copy
of the unaudited condensed consolidated financial statements of Ford Motor
Company and Consolidated Subsidiaries as of [the end of the most recent fiscal
quarter and the same fiscal quarter for the preceding fiscal year], together
with a manually signed copy of our review report thereon. Our review was made
in accordance with standards established by the American Institute of Certified
Public Accountants.

A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion on the financial statements
referred to above. However, as set forth in the attached report, based on our
review, we are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
generally accepted accounting principles.

[As further set forth in the attached report, we have
previously audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet as of [the end of the most recent fiscal year]
and the related consolidated statements of income, stockholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated [the date of such opinion], we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the condensed consolidated balance sheet as of [the end of the most recent
fiscal year] appearing in Ford's First Quarter press release is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.]*

We are independent certified public accountants with respect
to Ford Motor Company and its subsidiaries within the meaning of the Securities
Act of 1933 and the applicable published rules and regulations thereunder.

________________________

* Paragraph will be deleted from the letters for the second and third
fiscal quarters.
<PAGE> 32

ANNEX IV

Matters to be Covered by Letters of
Coopers & Lybrand

(i) They are independent certified public accountants
with respect to the Company and its subsidiaries within the meaning of the Act
and the applicable published rules and regulations thereunder, and the
statement in the Registration Statement in answer to Item 10 of Form S-3 is
accurate insofar as it relates to them;

(ii) In their opinion, the audited consolidated financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Company's Annual Report on Form 10-K most recently filed with
the Commission and covered by their report included therein (the "audited
financials") comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and the
published rules and regulations under the Act or the Exchange Act, as
applicable;

(iii) On the basis of limited procedures, not constituting
an audit, which have been carried out through a specified date not more than
two business days prior to the date of each such letter,* including (1)
performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as described
in Statements on Auditing Standards No. 71, "Interim Financial Information,"
on the unaudited consolidated financial statements of the Company and its
subsidiaries included in the Company's Quarterly Reports on Form 10-Q filed
with the Commission from the beginning of the Company's fiscal year through the
date of such letter (the "quarterly financials"), (2) a reading of the minutes
of the meetings of the Board of Directors, Executive Committee, Finance
Committee, Audit Committee and stockholders of the Company since the date of
the audited financials, (3) inquiries of certain officials of the Company
responsible for financial and accounting matters as to transactions and events
subsequent to the date of the audited financials, and (4) such other procedures
and inquiries as may be described in each such letter, nothing has come to
their attention which has caused them to believe that:

(A) Any material modifications should be made to the
quarterly financials for them to be in conformity with generally
accepted accounting principles; or

______________________

* [In the case of letters delivered pursuant to Section 6(d)(i) of the
Underwriting Agreement, such procedures will be carried out through a
specified date not more than two business days prior to the effective
date of the Registration Statement or not more than two business days
prior to the most recent report filed with the Commission containing
financial statements, if the date of such report is later than such
effective date.]
<PAGE> 33

Ann. IV - 2

(B) The quarterly financials do not comply as to form in
all material respects with the applicable accounting requirements of
the Exchange Act and the related published rules and regulations; or

(C) As of the last day of the month immediately preceding
the date of such letter, unless such day is less than five business
days prior to the date of such letter, in which case as of the last
day of the second month immediately preceding the date of such letter
(or such other date as shall be mutually agreed upon by the Company
and the Representative), there was any change with respect to the
Company and its subsidiaries in the capital stock other than changes
resulting from acquisitions or issuances of shares relating to
employee benefit plans or resulting from conversions of convertible
debt of the Company's subsidiaries or resulting from purchases of
shares pursuant to the Company's announced stock repurchase program or
any net change (i) in aggregate debt (excluding inter-company debt and
deposit accounts) of any Financial Services subsidiary of the Company
which had aggregate outstanding debt of $1 billion or more as of the
date of its most recent quarterly financial statements, or (ii) in
aggregate debt (excluding inter-company debt) of the Company and any
Automotive subsidiary of the Company which had aggregate outstanding
debt of $250 million or more as of the date of its most recent
quarterly financial statements, as compared in each case with the
corresponding amounts of outstanding debt in the balance sheets of the
Company and each of such subsidiaries as of the date of their most
recent quarterly financial statements, except, in all instances, for
changes which the most recent report filed by the Company or any such
subsidiary with the Commission containing financial statements
disclosed have occurred or may occur or which are described in such
letter; and

(iv) They have performed certain specified procedures,
including comparisons with certain specified accounting records of the Company
and its subsidiaries, with respect to certain items of information included in
the Registration Statement, in the reports filed with the Commission from the
beginning of the Company's fiscal year through the date of such letter* and, in
the case of each letter to be delivered pursuant to Section 6(d)(ii) of the
Underwriting Agreement, in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.

______________________

<PAGE> 1
EXHIBIT 4.1

================================================================================

FORD MOTOR COMPANY,
Issuer

and

THE BANK OF NEW YORK,
Trustee

_________________________________________________________________

INDENTURE

Dated as of February 15, 1992

_________________________________________________________________

UNSECURED AND UNSUBORDINATED DEBT SECURITIES

================================================================================

<PAGE> 2

FORD MOTOR COMPANY

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

<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- ----------------- ---------
<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
Section 312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Section 315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
Section 316(a)(last
sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02, 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.04
</TABLE>

_________________

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

<PAGE> 3

TABLE OF CONTENTS*

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

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

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

ARTICLE ONE

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

ARTICLE TWO

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

ARTICLE THREE

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

__________________________________

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

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

ARTICLE FOUR

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

ARTICLE FIVE

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

ARTICLE SIX

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

<PAGE> 5
<TABLE>
<S> <C>
SECTION 6.04. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.05. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.06. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.07. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . 45
SECTION 6.08. Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . 45
SECTION 6.09. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . 47
SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business. . . . . . . . 48

ARTICLE SEVEN

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

ARTICLE EIGHT

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

ARTICLE NINE

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

ARTICLE TEN

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

</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
SECTION 10.07. Further Instruments and Acts. . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE ELEVEN

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

ARTICLE TWELVE

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

ARTICLE THIRTEEN

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

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE . . . . 64
SECTION 14.01. Applicability of Article; Company's Option to Effect Defeasance or
Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 14.02. Defeasance and Discharge. . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 14.03. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. . . . . . . . . . . . . . 65
SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust;
Other Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.06. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
ARTICLE FIFTEEN

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

ARTICLE SIXTEEN

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

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

</TABLE>
<PAGE> 8

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

RECITALS OF THE COMPANY

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

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

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

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

Act:

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

Affiliate; Control:

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

Attributable Debt:

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

Authorized Newspaper:

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

<PAGE> 10

Board of Directors:

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

Board Resolution:

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

business day:

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

Commission:

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

Company:

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

Company Request; Company Order:

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

<PAGE> 11

Consolidated Net Tangible Automotive Assets:

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

Corporate Trust Office:

The term "Corporate Trust Office" or other similar term shall mean
the principal office of the Trustee in the Borough of Manhattan, The City of
New York, the State of New York, at which at any particular time its corporate
trust business shall be administered, which office at the date of this
Indenture is located at 101 Barclay Street Floor 21 West, Attention: Corporate
Trust Trustee Administration, New York, New York 10286, fax number (212)
815-5915.

corporation:

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

Defaulted Interest:

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

Depository:

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

<PAGE> 12

Event of Default:

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

Funded Debt:

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

Global Security:

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

Holder:

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

Indenture:

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

<PAGE> 13

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

interest:

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

Interest Payment Date:

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

Manufacturing Subsidiary; subsidiary of the Company:

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

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

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

Maturity:

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

National Bankruptcy Act:

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

<PAGE> 14

Officers' Certificate:

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

Opinion of Counsel:

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

Original Issue Discount Security:

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

Outstanding:

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

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

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

<PAGE> 15

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

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

Paying Agent:

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

Person:

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

Place of Payment:

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

Predecessor Security:

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

<PAGE> 16

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

Principal Domestic Manufacturing Property:

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

Redemption Date:

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

Redemption Price:

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

Regular Record Date:

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

<PAGE> 17

Repayment Date:

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

Repayment Price:

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

responsible officer:

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

Securities:

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

Security Register; Security Registrar:

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

Special Record Date:

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

<PAGE> 18

Stated Maturity:

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

Trustee:

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

Trust Indenture Act of 1939 or TIA:

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

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

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

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

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

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

<PAGE> 19

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

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

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

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

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

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

<PAGE> 20

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

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

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

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

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

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

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

<PAGE> 21

ARTICLE TWO

SECURITY FORMS

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

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

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

SECTION 2.02. Form of Face of Security. [If the Security is an
Original Issue Discount Security, insert--FOR PURPOSES OF SECTIONS 1273 AND
1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS
, 19 [, -- AND] THE YIELD TO MATURITY IS ___ %. [THE METHOD USED
TO DETERMINE THE YIELD IS ____________ AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF _______________, 19__
TO ___________, 19__ is ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]]

<PAGE> 22

FORD MOTOR COMPANY
___% NOTE DUE ______________

______________________________________
[CUSIP No. _______________]
$ No.

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

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

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

<PAGE> 23

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

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

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

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

<PAGE> 24

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

Dated:

[CORPORATE SEAL]

FORD MOTOR COMPANY

By______________________

Attest:

_____________________________

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

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

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

<PAGE> 25

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

<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
---- --------- ---- ----------
<S> <C> <C> <C>
</TABLE>

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

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

<TABLE>
<CAPTION>
Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
---- ----------------- ----------------------
<S> <C> <C>

</TABLE>

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)

<PAGE> 26

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

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

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

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

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

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

<PAGE> 27

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

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

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

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

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

<PAGE> 28

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

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

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

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

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

[If applicable, insert--

OPTION TO ELECT REPAYMENT

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

________________________________________________________________________________
________________________________________________________________________________

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

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

<PAGE> 29

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

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

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

Dated:

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

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

THE BANK OF NEW YORK,
as Trustee

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

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

<PAGE> 30

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

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

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

<PAGE> 31

ARTICLE THREE

THE SECURITIES

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

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

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

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

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

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

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

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

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

<PAGE> 32

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

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

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

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

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

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

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

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

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

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

<PAGE> 33

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

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

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

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

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

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

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

<PAGE> 34

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

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

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

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

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

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

Each Security shall be dated the date of its authentication.

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

<PAGE> 35

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

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

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

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

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

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

<PAGE> 36

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

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

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

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

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

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

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

<PAGE> 37

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

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

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

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

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

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

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

<PAGE> 38

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

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

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

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

<PAGE> 39

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

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

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

ARTICLE FOUR

SATISFACTION AND DISCHARGE

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

(1) either

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

<PAGE> 40

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

(i) have become due and payable, or

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

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

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

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

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

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

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

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

<PAGE> 41

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

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

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

ARTICLE FIVE

REMEDIES

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

<PAGE> 42

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

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

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

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

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

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

<PAGE> 43

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

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

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

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

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

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

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

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

<PAGE> 44

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

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

and

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

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

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

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

<PAGE> 45

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

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

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

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

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

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

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

<PAGE> 46

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

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

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

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

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

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

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

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

<PAGE> 47

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

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

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

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

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

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

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

<PAGE> 48

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

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

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

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

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

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

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

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

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

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

<PAGE> 49

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

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

ARTICLE SIX

THE TRUSTEE

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

<PAGE> 50

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

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

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

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

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

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

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

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

<PAGE> 51

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

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

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

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

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

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

<PAGE> 52

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

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

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

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

<PAGE> 53

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

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

(d) If at any time:

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

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

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

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

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

<PAGE> 54

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

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

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

<PAGE> 55

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

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

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

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

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

<PAGE> 56

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

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE
AND COMPANY

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

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

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

<PAGE> 57

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

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

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

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

<PAGE> 58

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

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

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

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

ARTICLE NINE

SUPPLEMENTAL INDENTURES

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

<PAGE> 59

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

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

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

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

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

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

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

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

<PAGE> 60

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

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

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

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

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

<PAGE> 61

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

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

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

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

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

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

<PAGE> 62

ARTICLE TEN

PARTICULAR COVENANTS OF THE COMPANY

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

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

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

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

<PAGE> 63

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

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

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

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

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

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

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

<PAGE> 64

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

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

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

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

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

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

<PAGE> 65

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

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

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

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

<PAGE> 66

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

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

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

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

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

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

<PAGE> 67

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

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

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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

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

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

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

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

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

<PAGE> 68

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

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

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

ARTICLE TWELVE

REPAYMENT AT OPTION OF HOLDERS

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

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

<PAGE> 69

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

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

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

<PAGE> 70

ARTICLE THIRTEEN

SINKING FUNDS

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

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

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

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

<PAGE> 71

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

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

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

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

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

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

<PAGE> 72

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

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

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

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

<PAGE> 73

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

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

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

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

<PAGE> 74

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

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

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

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

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

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

<PAGE> 75

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

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

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

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
DIRECTORS AND EMPLOYEES

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

<PAGE> 76

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

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

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

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

SECTION 16.03. Required Notices or Demands. Any notice or demand
which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders to or on the Company may, except as
otherwise provided in Section 5.01(4), be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:
to the Company, Ford Motor Company, The American Road, Dearborn, Michigan
48121, Attention: Treasurer. Any notice, direction, request or demand by the
Company or by any Holder to or upon the Trustee may be given or made, for all
purposes, by being deposited postage prepaid in a post office letter box in the
United States addressed to the Corporate Trust Office of the Trustee. Any
notice required or permitted to be mailed to a Holder by the Company or the
Trustee pursuant to the provisions of this Indenture shall be deemed to be
properly mailed by being deposited postage prepaid in a post office letter box
in the United States addressed to such Holder at the address of such Holder as
shown on the Security Register. In any case, where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.

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

<PAGE> 77

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

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

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

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

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

<PAGE> 78

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

FORD MOTOR COMPANY

By /s/ D.N. McCammon
----------------------------------
Name: D.N. McCammon
Title: Vice President -
Finance and Treasurer

Attest: /s/ J.M. Rintamaki
-----------------------

THE BANK OF NEW YORK

By /s/ Salvatore D. Mineo
----------------------------------
Name: Salvatore D. Mineo
Title: Vice President

Attest: /s/ Lucille Firrincieli
-----------------------

<PAGE> 79

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

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

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

/s/ Dolores A. Green
----------------------------

<PAGE> 80

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

On this 13th day of November, 1992, before me personally came
Salvatore D. Mineo, to me known, who, being by me duly sworn, did depose and
say that he resides at 87 Main Street, Glen Rock, New Jersey 07452, that he is
Vice President of THE BANK OF NEW YORK, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

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

/s/ Robert Schneck
----------------------------------

<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 15

Ford Motor Company
The American Road
Dearborn, Michigan

Re: Ford Motor Company Amendment No. 1 to Registration Statement No.
33-64247 on Form S-3

We are aware that our reports dated April 19, 1995, July 19, 1995 and October
18, 1995 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1995 and 1994, for
the periods ended June 30, 1995 and 1994, and September 30, 1995 and 1994, and
included in the Ford Motor Company Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995,
respectively, are incorporated by reference in this Registration Statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should
not be considered a part of the Registration Statement prepared or certified
by us within the meaning of Sections 7 and 11 of the Act.

/s/Coopers & Lybrand LLP

COOPERS & LYBRAND L.L.P.

400 Renaissance Center
Detroit, Michigan 48243
November 14, 1995

<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]

EXHIBIT 23.1

Ford Motor Company
The American Road
Dearborn, Michigan

CONSENT OF COOPERS & LYBRAND L.L.P.

Re: Ford Motor Company Amendment No. 1 to Registration Statement No. 33-64247
on Form S-3

We consent to the incorporation by reference in this Registration Statement of
our report dated January 27, 1995 on our audits of the consolidated financial
statements of Ford Motor Company at December 31, 1994 and 1993, and for the
years ended December 31, 1994, 1993 and 1992, which report is included in, or
incorporated by reference in, Ford's 1994 Annual Report on Form 10-K.

/s/Coopers & Lybrand LLP

COOPERS & LYBRAND L.L.P.

400 Renaissance Center
Detroit, Michigan 48243
November 14, 1995

<PAGE> 1
EXHIBIT 25

===============================================================================

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

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

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

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

FORD MOTOR COMPANY
(Exact name of obligor as specified in its charter)

Delaware 38-0549190
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

The American Road
Dearborn, Michigan 48121
(Address of principal executive offices) (Zip code)

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

DEBT SECURITIES
(Title of the indenture securities)

===============================================================================

<PAGE> 2
1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20549

New York Clearing House Association New York, New York

</TABLE>

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 3.)

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.

1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form
T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)

-2-

<PAGE> 3
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

-3-
<PAGE> 4
SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 14th day of November, 1995.

THE BANK OF NEW YORK

By: BYRON MERINO
-------------------------------
Name: Byron Merino
Title: Assistant Treasurer

-4-
<PAGE> 5
EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
June 30, 1995, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.

<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin ............................. $ 3,025,419
Interest-bearing balances ..................... 881,413
Securities:
Held-to-maturity securities ................... 1,242,368
Available-for-sale securities ................. 1,774,079
Federal funds sold in domestic
offices of the bank ........................... 5,503,445
Securities purchased under agreements
to resell ..................................... 200,634
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ............... 26,599,533
LESS: Allowance for loan and
lease losses ............ 516,283
Loans and leases, net of unearned
income and allowance 26,083,250
Assets held in trading accounts ................. 1,455,639
Premises and fixed assets (including
capitalized leases) ........................... 612,547
Other real estate owned ......................... 79,667
Investments in unconsolidated
subsidiaries and associated
companies ..................................... 198,737
Customers' liability to this bank on
acceptances outstanding ....................... 1,111,464
Intangible assets ............................... 105,263
Other assets .................................... 1,237,264
-----------
Total assets .................................... $43,511,189
===========

LIABILITIES
Deposits:
In domestic offices ........................... $19,233,885
Noninterest-bearing ................. 7,677,954
Interest-bearing ................... 11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs .............. 12,641,676
Noninterest-bearing .................... 72,479
Interest-bearing ................... 12,569,197
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased ....................... 1,747,659
Securities sold under agreements
to repurchase ............................... 73,553
Demand notes issued to the U.S.
Treasury ...................................... 300,000
Trading liabilities ............................. 738,317
Other borrowed money:
With original maturity of one year
or less ..................................... 1,586,443
With original maturity of more than
one year .................................... 220,877
Bank's liability on acceptances executed
and outstanding ............................... 1,113,102
Subordinated notes and debentures ............... 1,053,860
Other liabilities ............................... 1,489,252
-----------
Total liabilities ............................... 40,198,624
-----------
EQUITY CAPITAL
Common Stock .................................... 942,284
Surplus ......................................... 525,666
Undivided profits and capital
reserves ...................................... 1,849,221
Net unrealized holding gains
(losses) on available-for-sale
securities .................................... ( 662)
Cumulative foreign currency translation
adjustments ................................... ( 3,944)
-----------
Total equity capital ............................ 3,312,565
-----------
Total liabilities and equity
capital ....................................... $43,511,189
===========
</TABLE>

I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct. _
|
J. Carter Bacot |
Thomas A. Renyi | Directors
Samuel F. Chevalier |
_|