8-A12B

FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

FORD MOTOR COMPANY CAPITAL TRUST II
(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	38-6795287 (I.R.S. Employer Identification No.)
One American Road, Dearborn, Michigan
(313) 322-3000 (Address of principal executive offices)	48126 (Zip Code)

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

Delaware (State of incorporation)	38-0549190 (I.R.S. Employer Identification No.)
One American Road, Dearborn, Michigan
(313) 322-3000 (Address of principal executive offices)	48126 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered Name of each exchange on which each class is to be registered

6.50% Cumulative Convertible
Trust Preferred Securities New York Stock Exchange

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.     

TABLE OF CONTENTS

EX-99.3 Amended and Restated Declaration of Trust

EX-99.5 Form of Guarantee Agreement

EX-99.7 Junior Subordinated Convertible Debenture

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.     

Securities Act registration file numbers to which this form relates:
333-49164 and 333-75214

Securities to be registered pursuant to Section 12(g) of the Act:
None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The title of the class of securities to be registered hereunder is “6.50% Cumulative Convertible Trust Preferred Securities” (the “Securities”). A description of the Securities is set forth under the captions “Ford Capital Trusts;” “Description of Debt Securities;” “Description of Trust Preferred Securities” and “Description of Preferred Securities Guarantees” in the Prospectus included within the Registration Statement on Form S-3 (Registration No. 333-75214) filed with the Securities and Exchange Commission (the “Commission”) on December 14, 2001, as amended by Amendment No. 1 thereto filed on January 17, 2002 and declared effective by the Commission on January 24, 2002 (as amended, the “Registration Statement”), and the captions “Ford Motor Company Capital Trust II;” “Description of the Preferred Securities;” “Description of the Debentures;” “Description of the Preferred Securities Guarantee” and “Relationship Among the Preferred Securities, the Debentures and the Preferred Securities Guarantee” in the Prospectus Supplement relating to the Securities included in the Registration Statement, which description is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the registrants pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference herein.

Item 2. Exhibits

1.	Certificate of Trust of Ford Motor Company Capital Trust II (incorporated herein by reference to Exhibit 4.9 to the Registration Statement).
2.	Declaration of Trust of Ford Motor Company Capital Trust II (incorporated herein by reference to Exhibit 4.10 to the Registration Statement).
3.	Form of Amended and Restated Declaration of Trust of Ford Motor Company Capital Trust II.

4.	Form of Preferred Security of Ford Motor Company Capital Trust II (included in Exhibit 3 hereto).
5.	Form of Preferred Securities Guarantee Agreement.
6.	Form of Indenture relating to debt securities between Ford and JPMorgan Chase Bank, as trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement).
7.	Form of Junior Subordinated Convertible Debenture.

SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

FORD MOTOR COMPANY CAPITAL TRUST II
By:	Ford Motor Company,      as Sponsor
By:	/S/ KATHRYN S. LAMPING
	Name: Kathryn S. Lamping Title: Attorney-in-Fact

		FORD MOTOR COMPANY
Date:	January 24, 2002	By:	/S/ PETER SHERRY, JR.
			Name: Peter Sherry, Jr. Title: Attorney-in-Fact

EXHIBIT INDEX

Exhibit	Exhibit
No.	Description
3.	Form of Amended and Restated Declaration of Trust of Ford Motor Company Capital Trust II.
5.	Form of Preferred Securities Guarantee Agreement.
7.	Form of Junior Subordinated Convertible Debenture.

EX-99.3 3 k67170ex99-3.txt EX-99.3 AMENDED AND RESTATED DECLARATION OF TRUST AMENDED AND RESTATED DECLARATION OF TRUST AMONG FORD MOTOR COMPANY as Sponsor, JPMORGAN CHASE BANK as Property Trustee, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Delaware Trustee, AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of January 30, 2002 FORD MOTOR COMPANY CAPITAL TRUST II TABLE OF CONTENTS

Page(s) ------- ARTICLE I DEFINED TERMS..............................................................................................2 Section 1.01 Definitions..................................................................................2 ARTICLE II ESTABLISHMENT OF THE TRUST...............................................................................11 Section 2.01 Name........................................................................................11 Section 2.02 Office of the Delaware Trustee; Principal Place of Business.................................11 Section 2.03 Organizational Expenses.....................................................................11 Section 2.04 Issuance of the Preferred Securities........................................................11 Section 2.05 Subscription and Purchase of Debentures; Issuance of the Common Securities..................12 Section 2.06 Declaration of Trust........................................................................12 Section 2.07 Authorization to Enter into Certain Transactions............................................13 Section 2.08 Assets of the Trust.........................................................................17 Section 2.09 Title to Trust Property.....................................................................17 Section 2.10 Responsibilities of the Sponsor.............................................................17 Section 2.11 Certain Covenants of the Sponsor............................................................18 Section 2.12 Guarantee of Payment of Trust Obligations...................................................18 Section 2.13 Execution of Documents......................................................................19 ARTICLE III PAYMENT ACCOUNT.........................................................................................19 Section 3.01 Payment Account.............................................................................19 ARTICLE IV DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION..........................................................19 Section 4.01 Distributions...............................................................................19 Section 4.02 Optional Redemption, Mandatory Redemption and Special Event Redemption......................20 Section 4.03 Conversion..................................................................................23 Section 4.04 Subordination of Common Securities..........................................................25 Section 4.05 Payment Procedures..........................................................................25 Section 4.06 Tax Returns and Reports.....................................................................25 Section 4.07 Payment of Taxes, Duties, Etc. of the Trust.................................................26 Section 4.08 Payments under Indenture....................................................................26 ARTICLE V TRUST SECURITIES CERTIFICATES.............................................................................26 Section 5.01 Initial Ownership...........................................................................26 Section 5.02 The Trust Securities Certificates...........................................................26 Section 5.03 Delivery of Trust Securities Certificates...................................................27 Section 5.04 Registration of Transfer and Exchange of Preferred Securities; Restrictions on Transfer.............................................................................27 Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..........................29 Section 5.06 Persons Deemed Securityholders..............................................................29

Section 5.07 Access to List of Securityholders' Names and Addresses......................................29 Section 5.08 Maintenance of Office or Agency.............................................................30 Section 5.09 Appointment of Paying Agent.................................................................30 Section 5.10 Ownership of Common Securities by Sponsor...................................................31 Section 5.11 Global Certificates; Non-Global Certificates; Common Securities Certificate.................31 Section 5.12 Notices to Clearing Agency..................................................................33 Section 5.13 Definitive Preferred Securities Certificates................................................33 Section 5.14 Rights of Securityholders...................................................................33 ARTICLE VI ACT OF SECURITYHOLDERS; MEETINGS; VOTING.................................................................34 Section 6.01 Limitations on Voting Rights................................................................34 Section 6.02 Notice of Meetings..........................................................................35 Section 6.03 Meetings of Preferred Securityholders.......................................................35 Section 6.04 Voting Rights...............................................................................35 Section 6.05 Proxies, Etc................................................................................35 Section 6.06 Securityholder Action by Written Consent....................................................36 Section 6.07 Record Date for Voting and Other Purposes...................................................36 Section 6.08 Acts of Securityholders.....................................................................36 Section 6.09 Inspection of Records.......................................................................38 ARTICLE VII REPRESENTATIONS AND WARRANTIES..........................................................................38 Section 7.01 Representations and Warranties of the Property Trustee and the Delaware Trustee.............38 Section 7.02 Representations and Warranties of Sponsor...................................................39 ARTICLE VIII THE TRUSTEES...........................................................................................40 Section 8.01 Certain Duties and Responsibilities.........................................................40 Section 8.02 Notice of Defaults..........................................................................41 Section 8.03 Certain Rights of Property Trustee..........................................................43 Section 8.04 Not Responsible for Recitals or Issuance of Securities......................................45 Section 8.05 May Hold Securities.........................................................................45 Section 8.06 Compensation; Indemnity; Fees...............................................................46 Section 8.07 Property Trustee Required; Eligibility of Trustees..........................................46 Section 8.08 Conflicting Interests; Guarantee Described..................................................47 Section 8.09 Resignation and Removal; Appointment of Successor...........................................47 Section 8.10 Acceptance of Appointment by Successor......................................................49 Section 8.11 Merger, Conversion, Consolidation or Succession to Business.................................50 Section 8.12 Preferential Collection of Claims Against Sponsor or Trust..................................50 Section 8.13 Reports by Property Trustee.................................................................50 Section 8.14 Reports to the Property Trustee.............................................................51 Section 8.15 Evidence of Compliance with Conditions Precedent............................................51 Section 8.16 Number of Trustees..........................................................................51 Section 8.17 Delegation of Power.........................................................................51 Section 8.18 Appointment of Administrative Trustees......................................................52 Section 8.19 Administrative Trustee Meetings.............................................................52 Section 8.20 Outside Businesses..........................................................................53 ARTICLE IX TERMINATION, LIQUIDATION AND MERGER......................................................................53 Section 9.01 Dissolution upon Expiration Date............................................................53 Section 9.02 Early Termination...........................................................................54 Section 9.03 Termination.................................................................................54 Section 9.04 Liquidation.................................................................................54 Section 9.05 Mergers, Consolidations, Amalgamations or Replacements of the Trust.........................56 ARTICLE X MISCELLANEOUS PROVISIONS..................................................................................57 Section 10.01 Limitation of Rights of Securityholders.....................................................57 Section 10.02 Amendment...................................................................................57 Section 10.03 Separability................................................................................58 Section 10.04 Governing Law...............................................................................58 Section 10.05 Payments Due on Non-Business Day............................................................59 Section 10.06 Successors..................................................................................59 Section 10.07 Headings....................................................................................59 Section 10.08 Reports, Notices and Demands................................................................59 Section 10.09 Trust Indenture Act; Conflict with Trust Indenture Act......................................60 Section 10.10 Acceptance of Terms of Declaration, Guarantee and Indenture.................................60 Section 10.11 Counterparts................................................................................61 EXHIBITS Exhibit A -- Common Securities Certificate Exhibit B -- Preferred Securities Certificate Exhibit C -- Notice of Conversion FORD MOTOR COMPANY CAPITAL TRUST II* Certain Sections of this Declaration relating to Sections 310 through 318 of the Trust Indenture Act of 1939: TRUST INDENTURE ACT SECTION DECLARATION SECTION Section 310 (a)(1) 8.7 (a)(2) 8.7 (a)(4) 2.7(a)(ii) (b) 8.8 Section 311 (a) 8.12 (b) 8.12 Section 312 (a) 5.7 (b) 5.7 (c) 5.7 Section 313 (a) 8.13(a) (c) 10.8 (d) 8.13(c) (a)(4) 8.13(b) (b) 8.13(b) Section 314 (a) 8.14 (b) Not Applicable (c)(1) 8.15 (c)(2) 8.15 (c)(3) Not Applicable (d) Not Applicable (e) 1.1, 8.15 Section 315 (a) 8.1(a), 8.3(a) (b) 8.2, 10.8 (c) 8.1(a) (d) 8.1, 8.3 (e) Not Applicable Section 316 (a) Not Applicable (a)(1)(A) Not Applicable (a)(1)(B) Not Applicable (a)(2) Not Applicable (b) Not Applicable (c) 6.7 Section 317 (a)(1) Not Applicable (b) 5.9 Section 318 (a) 10.10 *Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Declaration. AMENDED AND RESTATED DECLARATION OF TRUST, dated as of January 30, 2002 among (i) Ford Motor Company, a Delaware corporation (including any successors or assigns, the "Sponsor"), (ii) JPMorgan Chase Bank, a New York corporation, as property trustee (in such capacity, the "Property Trustee" and, in its personal capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Chase Manhattan Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the "Delaware Trustee") and (iv) Elizabeth S. Acton, an individual, and Ann Marie Petach, an individual, each of whose address is c/o Ford Motor Company, One American Road, Dearborn, Michigan 48126, (each, an "Administrative Trustee" and, collectively, the "Administrative Trustees" and, collectively with the Property Trustee and Delaware Trustee, the "Trustees"). The Sponsor and the Trustees hereby agree as follows: W I T N E S S E T H: WHEREAS, the Sponsor, the Delaware Trustee and Douglas J. Cropsey and Louis J. Ghilardi, as administrative trustees, have heretofore duly declared and established a business trust pursuant to the Delaware Business Trust Act by the entering into a Declaration of Trust, dated as of November 30, 2001 (the "Original Declaration"), and by the execution and filing by the Delaware Trustee and Douglas J. Cropsey and Louis J. Ghilardi, as administrative trustees, with the Secretary of State of the State of Delaware of a certificate of trust, filed on November 30, 2001, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust (as defined herein) and investing the proceeds thereof in the Debentures (as defined herein); WHEREAS, prior to the date hereof, by action of the Sponsor and as mutually agreed upon by the affected parties, Elizabeth S. Acton and Ann Marie Petach were appointed as administrative trustees of the Trust in substitution of Douglas J. Cropsey and Louis J. Ghilardi; WHEREAS, as of the date hereof, no interests in the Trust have been issued; and WHEREAS, the Sponsor and the Trustees desire to amend and restate the Original Declaration in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Common Securities (as defined herein) by the Trust to the Sponsor, (ii) the issuance and sale of the Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement (as defined herein) and (iii) the acquisition by the Trust from the Sponsor of all of the right, title and interest in the Debentures; NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other party and for the benefit of the Holders (as defined herein) of the Preferred Securities, hereby amends and restates the Original Declaration in its entirety and agrees as follows: ARTICLE I DEFINED TERMS Section 1.01 Definitions For all purposes of this Declaration, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) unless the context otherwise requires, any reference to an "Article", "Section" or an "Exhibit" refers to an Article, Section or an Exhibit, as the case may be, of this Declaration; and (d) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Declaration as a whole and not to any particular Article, Section or other subdivision. "Act" has the meaning specified in Section 6.08. "Additional Amount" means, with respect to Trust Securities of a given Liquidation Amount and a given period, the amount of Compounded Interest (as defined in the Debentures) paid by the Sponsor on a Like Amount of Debentures for such period. "Additional Sums" means, with respect to the Trust Securities, the amount of Additional Sums (as defined in the Debentures) paid by the Sponsor on the Debentures. "Administrative Trustee" means each of Elizabeth S. Acton and Ann Marie Petach, each solely in her capacity as Administrative Trustee of the Trust continued hereunder and not in her individual capacity, or such Administrative Trustee's successor in interest in such capacity, or any successor in interest in such capacity, or any successor administrative trustee appointed as herein provided. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, however that an Affiliate of the Sponsor shall not be deemed to include the Trust. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. -2- "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Certificate or beneficial interest therein, the rules and procedures of the Clearing Agency for such security, in each case to the extent applicable to such transaction and as in effect from time to time. "Authorized Officer" of a Person means any Person that is authorized to bind such Person. "Bank" has the meaning specified in the preamble to this Declaration. "Bankruptcy Event" means, with respect to any Person: (a) the entry of a decree or order by a court having jurisdiction in the premises judging such Person as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (b) the institution by such Person of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action. "Board of Directors" means either the board of directors of the Sponsor or any committee of that board duly authorized to act hereunder. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not (1) a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to remain closed or (2) a day on which the Corporate Trust Office of the Property Trustee or the corporate trust office of the Debenture Trustee is closed for business. "Certificate Depository Agreement" means the Letter of Representations by the Trust and accepted by The Depository Trust Company, as the initial Clearing Agency, dated as -3- of the Closing Date, relating to the Preferred Securities Certificates, as the same may be amended and supplemented from time to time. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, that has been designated to act as depositary for the Preferred Securities pursuant to the Certificate Depository Agreement. The Depository Trust Company will be the initial Clearing Agency. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" means a Time of Delivery (as defined in the Underwriting Agreement). "Commission" means 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, then the body performing such duties at such time. "Common Securities Certificate" means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit A. "Common Securities Purchase Agreement" means (i) the Common Securities Purchase Agreement, dated as of January 30, 2002, between the Trust and the Sponsor, or (ii) the Common Securities Purchase Agreement, dated as of the Second Time of Delivery (as defined in the Underwriting Agreement) between the Trust and the Sponsor, if any, or both, as the context requires. "Common Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the rights provided therefor in this Declaration, including the right to receive Distributions and a Liquidation Distribution as provided herein. "Common Stock" means common stock, $0.01 par value per share, of the Sponsor. "Conversion Agent" has the meaning specified in Section 4.03(c). "Conversion Date" has the meaning specified in Section 4.03(b). "Conversion Price" has the meaning specified in Section 4.03(a). "Corporate Trust Office" means the corporate trust office of the Property Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Institutional Trust Services. -4- "Current Market Price", with respect to Common Stock, means, on any day, the closing sale price, regular way, on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in each case on the New York Stock Exchange, or, if Common Stock is not then listed or admitted to trading on the New York Stock Exchange on such day, the principal national securities exchange or quotation system on which Common Stock is quoted or listed or admitted to trading or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of Common Stock on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service or, if not so available in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors. "Debenture Event of Default" means an "Event of Default" as defined in the Indenture. "Debenture Purchase Agreement" means (i) the Debenture Purchase Agreement, dated as of January 30, 2002, between the Trust and the Sponsor, or (ii) the Debenture Purchase Agreement, dated as of the Second Time of Delivery (as defined in the Underwriting Agreement), between the Trust and the Sponsor, if any, or both, as the context requires. "Debenture Redemption Date" means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption thereof under the Indenture. "Debenture Trustee" means the Person identified as the "Trustee" in the Indenture, solely in its capacity as Trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or successor Trustee appointed as provided in the Indenture. "Debentures" means up to $5,154,639,176 aggregate principal amount of the Sponsor's 6.50% junior subordinated convertible debentures due January 15, 2032 issued pursuant to the Indenture. "Declaration" means this Amended and Restated Declaration of Trust, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including all exhibits hereto, including, for all purposes of this Declaration any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Declaration and any such modification, amendment or supplement, respectively. "Definitive Preferred Securities Certificates" means either or both (as the context requires) of (a) Preferred Securities Certificates that are not Global Certificates issued in certificated, fully registered form as provided in Section 5.11(b) and (b) Preferred Securities Certificates that are not Global Certificates issued in certificated, fully registered form as provided in Section 5.13. -5- "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss.ss. 3801 et seq., as it may be amended from time to time. "Delaware Trustee" means the Person identified as the "Delaware Trustee" in the preamble to this Declaration solely in its capacity as Delaware Trustee of the Trust continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as herein provided. "Direct Action" has the meaning specified in Section 6.08(e). "Distribution Date" has the meaning specified in Section 4.01. "Distributions" means amounts payable in respect of the Trust Securities as provided in Section 4.01(a). "Early Termination Event" has the meaning specified in Section 9.02. "Event of Default" means the occurrence of a Debenture Event of Default, whatever the reason for such Debenture 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. "Expiration Date" has the meaning specified in Section 9.01. "Global Certificate" means a Preferred Security Certificate that is registered in the Security Register in the name of a Clearing Agency or a nominee thereof. "Guarantee" means the Guarantee Agreement executed and delivered by the Sponsor and JPMorgan Chase Bank, a New York corporation, as guarantee trustee, contemporaneously with the execution and delivery of this Declaration, for the benefit of the Holders of the Preferred Securities, as amended from time to time. "Holder" means a Person in whose name a Trust Securities Certificate representing a Trust Security is registered, such Person being a beneficial owner within the meaning of the Delaware Business Trust Act. "Indenture" means the Indenture, dated as of January 30, 2002 between the Sponsor and the Debenture Trustee, as amended or supplemented from time to time. "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever. "Like Amount" means (a) with respect to a redemption of any Trust Securities, Trust Securities having an aggregate Liquidation Amount equal to the principal amount of Debentures to be contemporaneously redeemed in accordance with the Indenture, the proceeds of which will be used to pay the applicable Redemption Price of such Trust Securities, (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with a -6- dissolution or liquidation of the Trust, Debentures having a principal amount equal to the aggregate Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed, and (c) with respect to any distribution of Additional Amounts to Holders of Trust Securities, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made. "Liquidation Amount" means an amount with respect to the assets of the Trust equal to $50 per Trust Security. "Liquidation Date" means each date on which Debentures or cash are to be distributed to Holders of Trust Securities in connection with a dissolution and liquidation of the Trust pursuant to Section 9.04(a). "Liquidation Distribution" has the meaning specified in Section 9.04(d). "1940 Act" means the Investment Company Act of 1940, as amended. "Notice of Conversion" means the notice given by a Holder of Trust Securities to the Conversion Agent directing the Conversion Agent to exchange such Trust Security for Debentures and to convert such Debentures into Common Stock on behalf of such Holder. Such notice is substantially in the form set forth in Exhibit C. "Officers' Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person or, if such Person is an individual, signed by such Person. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include: (a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto; (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate; (c) a statement that each officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Trust, the Property Trustee or the Sponsor, and who may be an employee of any thereof and who shall be reasonably acceptable to the Property Trustee. Any Opinion of Counsel delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include: -7- (a) a statement that each individual signing the Opinion of Counsel has read the covenant or condition and the definitions relating thereto; (b) a brief statement of the nature and scope of the examination or investigation undertaken by each individual in rendering the Opinion of Counsel; (c) statement that each individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. "Optional Redemption Price" means, except as set forth below, with respect to the Preferred Securities, the following percentages of the Liquidation Amounts thereof, and accumulated and unpaid Distributions (including any Additional Amounts (to the extent not otherwise included)), if any, to the date fixed for redemption if redeemed during the twelve-month period commencing January 15, in each of the following years indicated:

Year Redemption Price 2007 103.26% 2008 102.60% 2009 101.96% 2010 101.30% 2011 100.66% 2012 and thereafter 100.00%

In the event of a redemption of Trust Securities upon the occurrence of a Special Event or upon the occurrence of a mandatory redemption (whether at maturity or upon acceleration of the Debentures), Trust Securities shall be redeemed at the redemption price of $50 per Trust Security and all accumulated and unpaid Distributions, if any to the date fixed for redemption. "Original Declaration" has the meaning specified in the recitals to this Declaration. "Outstanding", when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Declaration, except: (a) Trust Securities theretofore canceled by the Security Registrar or delivered to the Security Registrar for cancellation or tendered for conversion; (b) Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Trust Securities; provided that, if -8- such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Declaration; and (c) Trust Securities which have been paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Section 5.05; provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Trust Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust Securities owned by the Sponsor, any Administrative Trustee or any Affiliate of the Sponsor or any Administrative Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust Securities that an officer of such Trustee involved in the administration of this Declaration actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any time when all of the Outstanding Trust Securities are owned by the Sponsor, one or more of the Administrative Trustees and/or any such Affiliate. Trust Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Security Registrar the pledgee's right so to act with respect to such Trust Securities and that the pledgee is not the Sponsor, any Administrative Trustee or any Affiliate of the Sponsor or any Administrative Trustee. "Owner" means each Person who is the beneficial owner of Preferred Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency). "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 5.09. "Payment Account" means a segregated non-interest bearing trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Debentures will be held and from which the Property Trustee shall make payments to the Securityholders in accordance with Section 4.01. The Payment Account shall be an account that is maintained with a banking institution (which may be the Property Trustee) the rating on whose long-term unsecured indebtedness is at least equal to the rating assigned to the Preferred Securities by a "nationally recognized statistical rating organization," as that term is defined for purposes of Rule 436(g)(2) under the Securities Act. "Person" means any individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof or any other entity. "Preferred Securities Certificate" means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit B. -9- "Preferred Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the rights provided therefor in this Declaration, including the right to receive Distributions and a Liquidation Distribution as provided herein. "Property Trustee" means the commercial bank or trust company identified as the "Property Trustee" in the preamble to this Declaration solely in its capacity as Property Trustee of the Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided. "Redemption Date" means, with respect to any Trust Security to be redeemed, each Debenture Redemption Date. "Redemption Price" means, with respect to any Trust Security, $50 per Trust Security, plus accumulated and unpaid Distributions (including any Additional Amounts) to the date of redemption. "Relevant Trustee" has the meaning specified in Section 8.09(a). "Securities Act" means the Securities Act of 1933, as amended. "Security Register" and "Security Registrar" have the respective meanings specified in Section 5.04. "Securityholder" has the same meaning as "Holder." "Special Event" means a Tax Event or an Investment Company Event (each as set forth in the Debentures). "Sponsor" has the meaning specified in the preamble to this Declaration. "Successor Delaware Trustee" has the meaning specified in Section 8.09(c). "Successor Property Trustee" has the meaning specified in Section 8.09(b). "Successor Securities" has the meaning specified in Section 9.05. "Trust" means the Delaware business trust continued hereby and identified on the cover page of this Declaration. "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended and in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account and (c) all proceeds and rights in respect of the foregoing to be held by -10- the Property Trustee pursuant to the terms of this Declaration for the benefit of the Securityholders. "Trust Securities Certificate" means any one of the Common Securities Certificates, the Global Certificates or the Preferred Securities Certificates. "Trust Security" means any one of the Common Securities or the Preferred Securities. "Trustees" has the meaning specified in the preamble to this Declaration. "Underwriting Agreement" means the Underwriting Agreement dated as of January 24, 2002 for the offering and sale of the Preferred Securities. ARTICLE II ESTABLISHMENT OF THE TRUST Section 2.01 Name The Trust continued by this Declaration shall be known as "Ford Motor Company Capital Trust II," as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Trustees. The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees. Section 2.02 Office of the Delaware Trustee; Principal Place of Business The address of the Delaware Trustee in the State of Delaware is c/o JPMorgan Chase, 500 Stanton Christiana Road, Floor 3/OPS4, Newark, Delaware 19713, Attention: Institutional Trust Services, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Securityholders and the Sponsor. The principal executive office of the Trust is c/o Ford Motor Company, One American Road, Dearborn, Michigan 48126. Section 2.03 Organizational Expenses The Sponsor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses. Section 2.04 Issuance of the Preferred Securities On January 24, 2002, the Sponsor, both on its own behalf and on behalf of the Trust, pursuant to the Original Declaration, executed and delivered the Underwriting Agreement, which action is hereby ratified and confirmed on behalf of the Trust. The Administrative Trustees shall, on behalf of the Trust, issue Preferred Securities having such terms as are set forth -11- in this Declaration. On each Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.02 one or more permanent Global Certificates in definitive, fully registered form which shall be delivered to the Clearing Agency or a nominee thereof or a custodian therefor and registered in the name of the Clearing Agency or a nominee thereof, in an aggregate amount sold as provided in the Underwriting Agreement, against receipt of the purchase price of such Preferred Securities of $50 per Preferred Security, which amount the Administrative Trustees shall promptly deliver to the Property Trustee. The number of Preferred Securities represented by a Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Property Trustee, as Security Registrar, whereupon the Property Trustee, in accordance with Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records as hereinafter provided. Section 2.05 Subscription and Purchase of Debentures; Issuance of the Common Securities On each Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.02 and deliver to the Sponsor a single Common Securities Certificate registered in the name of the Sponsor, in the aggregate amount acquired by the Sponsor on such Closing Date pursuant to the applicable Common Securities Purchase Agreement against receipt of the purchase price of such Common Securities from the Sponsor in the amount of $50 per Common Security, which amount the Administrative Trustees shall promptly deliver to the Property Trustee. Contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall on such Closing Date subscribe to and purchase from the Sponsor the Debentures, registered in the name of the Property Trustee (in its capacity as such) and having an aggregate principal amount equal to the aggregate Liquidation Amount of Preferred Securities and Common Securities acquired on such Closing Date and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Sponsor the sum of the amounts delivered on such Closing Date to the Property Trustee pursuant to (i) the third sentence of Section 2.04, and (ii) the first sentence of this Section 2.05. Section 2.06 Declaration of Trust The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Declaration and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. The Sponsor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent expressly set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise -12- any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and shall not be entitled to exercise any powers or have any of the duties and responsibilities of the Administrative Trustees or the Property Trustee described in this Declaration. Section 2.07 Authorization to Enter into Certain Transactions. (a) The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the limitations set forth in Section 2.06 and paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Trustees shall have the exclusive power, duty and the authority to cause the Trust to engage in the following activities: (i) As among the Trustees, each Administrative Trustee (and no other Trustee) shall have the power and authority to act on behalf of the Trust, acting alone or jointly, with respect to the following matters: (A) to issue and sell the Trust Securities, provided, however, that the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities, and, provided, further, that there shall be no interests in the Trust other than the Trust Securities, and the issuance of Trust Securities shall be limited to simultaneous issuances of both Preferred Securities and Common Securities on each Closing Date in accordance with the provisions of the Underwriting Agreement and the applicable Common Securities Purchase Agreement subject to the issuance of Trust Securities pursuant to Section 5.05 and Successor Securities pursuant to Section 9.05; (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, each Common Securities Purchase Agreement, the Certificate Depository Agreement and each Debenture Purchase Agreement; (C) to assist in the registration of the Preferred Securities under the Securities Act, and under state securities or blue sky laws, and the qualification of this Declaration as a trust indenture under the Trust Indenture Act; (D) to assist in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Sponsor and the registration of the Preferred Securities under the Securities Exchange Act of 1934, as amended, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing (only to the extent that such listing or registration is requested by the Sponsor); (E) to appoint a Paying Agent, a Security Registrar and an authenticating agent in accordance with this Declaration; -13- (F) to the extent provided in this Declaration, to wind up the affairs of and liquidate the Trust and prepare, execute and file the certificate of cancellation with the Secretary of State of the State of Delaware; (G) to execute and deliver letters, documents or instruments with the Clearing Agency relating to the Preferred Securities; (H) to obtain a CUSIP number for the Preferred Securities; (I) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting rights, and redemptions and to issue relevant notices to the Holders of Preferred Securities and Holders of Common Securities as to such actions and applicable record dates; (J) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust, unless pursuant to the terms of this Declaration, the Property Trustee has the exclusive power to take such action; (K) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services; (L) to give the certificate required by Section 314(a)(4) of the Trust Indenture Act to the Property Trustee, which certificate may be executed by any Administrative Trustee; (M) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust; (N) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing; and (O) to take any action incidental to the foregoing as the Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Declaration including, but not limited to: (I) causing the Trust not to be deemed to be an "investment company" required to be registered under the 1940 Act; (II) causing the Trust to be classified for United States federal income tax purposes as a grantor trust; and -14- (III) cooperating with the Sponsor to ensure that the Debentures will be treated as indebtedness of the Sponsor for United States federal income tax purposes; provided that such action does not adversely affect in any material respect the interests of Securityholders except as otherwise provided in Section 10.02(a). (ii) As among the Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Trust only with respect to the following matters: (A) the establishment and maintenance of the Payment Account; (B) the receipt of and taking legal title to the Debentures; (C) the collection of interest, principal and any other payments made in respect of the Debentures in the Payment Account; (D) the distribution from the Trust Property of amounts owed to the Securityholders in respect of the Trust Securities; (E) the exercise of all of the rights, powers and privileges of a holder of the Debentures; (F) the sending of notices of default, other notices and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Declaration; (G) the distribution of the Trust Property in accordance with the terms of this Declaration; (H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; (I) after an Event of Default, the taking of any action incidental to the foregoing as is necessary or advisable or as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder); (J) subject to this Section 2.07(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.07(a)(i); and -15- (K) to act as Paying Agent and/or Security Registrar to the extent appointed as such hereunder. (b) So long as this Declaration remains in effect, the Trust (or the Trustees acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, the Trust shall not, and the Trustees shall not and shall cause the Trust not to (i) invest any proceeds received by the Trust from holding the Debentures (rather, the Trustees shall distribute all such proceeds to the Securityholders pursuant to the terms of this Declaration and the Trust Securities), acquire any investments or engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Securityholders, except as expressly provided herein, (iii) take any action that would cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes, (iv) make any loans or incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, (vi) possess any power or otherwise act in such a way as to vary the Trust assets or the terms of the Trust Securities in any way whatsoever except as permitted by the terms of this Declaration, or (vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Trust Securities. The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Securityholders in their capacity as Securityholders. (c) In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following actions (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed in all respects): (i) to file with the Commission and to execute on behalf of the Trust a registration statement on the appropriate form in relation to the Preferred Securities, including any amendments thereto; (ii) to determine the states and foreign jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by or on behalf of the Trust, and advise the Trustees of actions they must take on behalf of the Trust, and prepare for execution and filing any documents to be executed and filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such states and foreign jurisdictions; (iii) to the extent necessary, to prepare for filing by the Trust with the Commission and to execute on behalf of the Trust a registration statement on Form 8-A relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, including any amendments thereto; -16- (iv) to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing upon notice of issuance of any Preferred Securities; and (v) any other actions necessary or incidental to carry out any of the foregoing activities. (d) Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust will not be deemed to be an "investment company" required to be registered under the 1940 Act, or taxed as a corporation for United States federal income tax purposes and so that the Debentures will be treated as indebtedness of the Sponsor for United States federal income tax purposes. In this connection, the Sponsor and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust or this Declaration, that each of the Sponsor and the Administrative Trustees determines in their discretion to be necessary or desirable for such purposes, so long as such action does not adversely affect in any material respect the interests of the Holders of the Preferred Securities except as otherwise provided in Section 10.02(a). Section 2.08 Assets of the Trust The assets of the Trust shall consist of only the Trust Property. Section 2.09 Title to Trust Property Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Trust and the Securityholders in accordance with this Declaration. Each Securityholder shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust. Section 2.10 Responsibilities of the Sponsor (a) In connection with the issue and sale of the Preferred Securities, the Sponsor is hereby appointed an agent of the Trust pursuant to Section 3806(b)(7) of the Business Trust Act and in such capacity shall have the exclusive right and responsibility to engage in the following activities: (i) to prepare a prospectus relating to the offering of Preferred Securities by the Trust and to prepare for filing by the Trust with the Commission, and execute on behalf of the Trust, a registration statement on Form S-3 or on another appropriate form (including, if appropriate, a registration statement under Rule 462(b) of the Securities Act) and any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Preferred Securities; (ii) to determine the states in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions -17- it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such states; (iii) to negotiate the terms of, and execute on behalf of the Trust, the Underwriting Agreement providing for the sale of the Preferred Securities; and (iv) to execute and deliver letters, documents or instruments on behalf of the Trust with any Clearing Agency. (b) The Sponsor must exercise the powers set forth in this Section 2.10 in a manner that is consistent with the purposes and functions of the Trust set out in Section 2.06, and the Sponsor shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 2.06. (c) Subject to this Section 2.10, the Sponsor shall have none of the powers or the authority of the Property Trustee set forth in Article VIII. Section 2.11 Certain Covenants of the Sponsor (a) On each Closing Date, the Sponsor will purchase all of the Common Securities issued by the Trust that shall represent an aggregate Liquidation Amount of no less than 3% of the aggregate Liquidation Amount of the Trust Securities being purchased on such Closing Date; (b) The Sponsor shall maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors that are permitted by the Indenture may succeed to the Sponsor's ownership of the Common Securities; and (c) The Sponsor will use its reasonable efforts, consistent with the terms and provisions of this Declaration, to cause the Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes. Section 2.12 Guarantee of Payment of Trust Obligations (a) Subject to the terms and conditions of this Section 2.12, the Sponsor, in its capacity as Sponsor and not as a Holder, hereby irrevocably and unconditionally guarantees to each Person to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment, when and as due, of any and all costs, expenses or liabilities of the Trust (other than obligations of the Trust to make payments to holders of a Trust Security pursuant to the terms thereof) ("Obligations") to such Beneficiaries. The Sponsor, in its capacity as Sponsor and not as a Holder, shall pay any and all taxes (other than United States withholding taxes attributable to the Trust or its assets) and all liabilities, costs and expenses with respect to such taxes of the Trust. (b) The agreement of the Sponsor in Section 2.12(a) is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. -18- (c) The agreement of the Sponsor set forth in Section 2.12(a) shall terminate and be of no further force and effect upon the later of (a) the date on which full payment has been made of all amounts payable to all Holders of all the Preferred Securities (whether upon redemption, liquidation, exchange or otherwise) and (b) the date on which there are no Beneficiaries remaining; provided, however, that such agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any Holder of Preferred Securities or any Beneficiary must restore payment of any sums paid under the Preferred Securities, under any Obligation, under the Guarantee or under this Declaration for any reason whatsoever. Such agreement is continuing, irrevocable, unconditional and absolute. Section 2.13 Execution of Documents Unless otherwise determined by the Sponsor or the Administrative Trustees, and except as otherwise required by the Delaware Business Trust Act, the Trust Indenture Act or this Declaration, any Administrative Trustee is authorized to execute on behalf of the Trust any documents that the Administrative Trustees have the power and authority to execute pursuant to this Declaration. ARTICLE III PAYMENT ACCOUNT Section 3.01 Payment Account (a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. Except as set forth in Section 5.09 hereof, the Property Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Declaration. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Securityholders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein. (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof. ARTICLE IV DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION Section 4.01 Distributions (a) Distributions on the Trust Securities shall be cumulative, and shall accrue from the date of original issuance, or the most recent Distribution Date (as defined herein) and, except in the event that the Sponsor exercises its right to defer the payment of interest on the -19- Debentures pursuant to the Debentures, shall be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2002 (which dates correspond to the interest payment dates on the Debentures), when, as and if available for payment by the Property Trustee, as further described in Section 4.01(c). In the event that the Sponsor exercises its right to defer the payment of interest on the Debentures pursuant to the Debentures, Distributions on the Trust Securities shall be deferred for a corresponding period and shall be payable in arrears on the date of the corresponding interest payment on the Debentures, when, as and if available for payment by the Property Trustee, as further described in Section 4.01(c). If any date on which Distributions are otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distributions shall be made on the next succeeding day which is a Business Day (and no interest shall accrue for the period from and after such date until the next succeeding Business Day) with the same force and effect as if made on such date (each date on which Distributions are payable in accordance with this Section 4.01(a), a "Distribution Date"). (b) The Trust Securities represent undivided beneficial interests in the Trust Property, and the Distributions on the Trust Securities shall be payable at a rate of 6.50% per annum of the Liquidation Amount of the Trust Securities, such rate being the rate of interest payable on the Debentures to be held by the Property Trustee. The amount of Distributions payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, Distributions shall reflect interest on Debentures computed on the basis of the actual number of elapsed days based on a 360-day year. The amount of Distributions payable for any period shall include the Additional Amounts, if any. (c) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Distributions. (d) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Security Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) next preceding such Distribution Date. Section 4.02 Optional Redemption, Mandatory Redemption and Special Event Redemption (a) Upon an optional redemption of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Sponsor at the Optional Redemption Price. Upon a Special Event redemption or a mandatory redemption (whether at maturity or upon acceleration of the Debentures) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Sponsor, at the Redemption Price. -20- (b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Sponsor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price or the Optional Redemption Price, as the case may be; (iii) the CUSIP number; (iv) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed; (v) (A) that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.03 below and (B) the Conversion Price; (vi) that, on the Redemption Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and (vii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be. (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be. The Property Trustee shall be fully protected and shall not incur any liability in making any overpayment or excess deposit with the Clearing Agency on any Redemption Date which may arise as a result of the election by a Holder to convert Trust Securities in accordance with Section 4.03 below. (d) If the Property Trustee gives a notice of redemption pursuant to Section 4.02(b) in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry only form, the Property Trustee, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the -21- applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Security Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest on such Optional Redemption Price or Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. (e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $50 or an integral multiple of $50 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Security Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee of the Clearing Agency or any successor, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Declaration, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part. -22- Section 4.03 Conversion The Holders of Trust Securities, subject to the limitations set forth in this Section, shall have the right at any time prior to the close of business on January 15, 2032 (or, in the case of Trust Securities called for redemption, prior to the close of business on the Business Day prior to the Redemption Date), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a Like Amount of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the conversion rate then applicable to the Debentures after taking account of any adjustments to such rate provided for in the Debentures (as so adjusted, the "Conversion Price"). (b) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (x) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph (a)) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph (a)). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Sponsor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities following such record date but prior to such Distribution Date; provided, however, that each Holder of Trust Securities to be exchanged for Debentures to be converted into Common Stock (other than a Trust Security called for redemption on a Redemption Date occurring after such record date and prior to such Distribution Date) shall deliver to the Property Trustee, for subsequent payment to the Conversion Agent in connection with the exchange and conversion of such Trust Securities, an amount equal to such Distribution payable on such Trust Securities on such Distribution Date. The Property Trustee shall have no liability to any Person with respect to the failure by any Holder of a Trust Security to deliver such amount to the Property Trustee. Except as provided above, neither the Trust nor the Sponsor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid -23- Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the Conversion Date, unless the stock transfer books of the Sponsor shall be closed on the Conversion Date in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open. As promptly as practicable on or after the Conversion Date, the Sponsor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share pursuant to Section 4.03(d) to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the Notice of Conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to such Person or Persons. (c) The Sponsor initially appoints EquiServe Trust Company, N.A., not in its individual capacity but solely as conversion agent (the "Conversion Agent"), for the purpose of effecting the conversion of Trust Securities in accordance with this Section 4.03. In effecting the conversion and transactions described in this Section 4.03, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (i) exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 4.03 and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (d) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in cash by the Sponsor to the Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such payment to the Holder or Holders of Trust Securities so converted. (e) Nothing in this Section 4.03 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Agreement or otherwise required of the Property Trustee or by law or the Trust to pay any amounts on account of such withholdings. -24- Section 4.04 Subordination of Common Securities Payment of Distributions (including Additional Amounts, if applicable) on, and the Redemption Price (or the applicable Optional Redemption Price) of, the Trust Securities, as applicable, shall be made pro rata based on the Liquidation Amount of such Trust Securities; provided, however, that if on any Distribution Date or Redemption Date an Event of Default shall have occurred and be continuing, (i) no payment of any Distribution (including Additional Amounts, if applicable) on, or the Redemption Price of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price (or the applicable Optional Redemption Price) the full amount of such Redemption Price (or applicable Optional Redemption Price) on all Outstanding Preferred Securities then called for redemption, shall have been made or provided for, and (ii) all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (or the applicable Additional Amounts, if applicable) on, or the Redemption Price (or the applicable Optional Redemption Price) of, Preferred Securities then due and payable. Section 4.05 Payment Procedures Payments in respect of the Preferred Securities shall be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register, (ii) wire transfer of immediately available funds to an account maintained by the Person entitled thereto as specified in the Security Register or (iii), if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, in accordance with the Certificate Depository Agreement, on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of the Common Securities. Section 4.06 Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Sponsor's expense, and file (or cause to be filed) all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared or filed) Form 1041 or the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder a Form 1099 or the appropriate Internal Revenue Service form required to be furnished to such Securityholder or the information required to be provided on such form. The Administrative Trustees shall provide (or cause to be provided) the Sponsor and the Property Trustee with a copy of all such returns, reports and schedules promptly after such filing or furnishing. The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to Distributions or -25- allocations to any Holder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder. In the event of any claimed over withholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding (but not by the amount of any liability imposed on the Trust as withholding agent). Section 4.07 Payment of Taxes, Duties, Etc. of the Trust Upon receipt under the Debentures of Additional Sums, the Property Trustee, upon receipt of written notice and direction from the Sponsor or the Administrative Trustees, shall promptly pay from such Additional Sums any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes), as indicated in such notice, imposed on the Trust by the United States or any other taxing authority. Section 4.08 Payments under Indenture Any amount payable hereunder to any Holder of Preferred Securities (and any Owner with respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to the Indenture in accordance with the terms of Section 6.08 hereof. ARTICLE V TRUST SECURITIES CERTIFICATES Section 5.01 Initial Ownership Upon the formation of the Trust and until the issuance of the Trust Securities, and at any time during which no Trust Securities are Outstanding, the Sponsor shall be the sole beneficial owner of the Trust. Section 5.02 The Trust Securities Certificates The Preferred Securities Certificates shall be issued in minimum denominations of $50 Liquidation Amount and integral multiples of $50 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $50 Liquidation Amount and integral multiples thereof. The consideration received by the Trust for the issuance of the Trust Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust. The Trust Securities Certificates shall be executed on behalf of the Trust by manual or facsimile signature of at least one Administrative Trustee and the Preferred Securities Certificates shall be authenticated by the Property Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Declaration, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A -26- transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Section 5.04. Section 5.03 Delivery of Trust Securities Certificates (a) On each Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the Trust and delivered, without further corporate action by the Sponsor, in authorized denominations. A Common Securities Certificate shall not be valid until executed by at least one Administrative Trustee. A Preferred Securities Certificate shall not be valid until executed by at least one Administrative Trustee and authenticated by the manual signature of an authorized signatory of the Property Trustee. The manual signature of the Property Trustee shall be conclusive evidence that the Preferred Securities Certificate has been authenticated under this Declaration. Upon a written order of the Trust signed by one Administrative Trustee, the Property Trustee shall authenticate the Preferred Securities Certificates for original issue. The signature of any Administrative Trustee on the Trust Securities Certificates may be manual or facsimile. (b) The Property Trustee may appoint an authenticating agent reasonably acceptable to the Administrative Trustees to authenticate Preferred Securities Certificates. An authenticating agent may authenticate Preferred Securities Certificates whenever the Property Trustee may do so. Each reference in this Declaration to authentication by the Property Trustee includes authentication by such agent. An authenticating agent has the same rights as the Property Trustee to deal with the Sponsor or an Affiliate with respect to the authentication of Preferred Securities. Section 5.04 Registration of Transfer and Exchange of Preferred Securities; Restrictions on Transfer (a) The Administrative Trustees shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Preferred Securities Certificates (herein referred to as the "Securities Register") in which the registrar designated by the Administrative Trustees (the "Securities Registrar"), subject to such reasonable regulations as they may prescribe, shall provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. EquiServe Trust Company, N.A. shall be the initial Security Registrar. Subject to the other provisions of this Declaration regarding restrictions on transfer, upon surrender for registration of transfer of any Preferred Security Certificate at an office or agency of the Security Registrar designated pursuant to Section 5.08 for such purpose, an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities Certificates of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, and subject to the other provisions of this Section 5.04, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates of any authorized denomination and of a like -27- Liquidation Amount, upon surrender of the Preferred Securities Certificates to be exchanged at any such office or agency. Whenever any Preferred Securities Certificates are so surrendered for exchange, an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities Certificates which the Holder making the exchange is entitled to receive. All Preferred Securities Certificates issued upon any registration of transfer or exchange of Preferred Securities Certificates shall be the valid obligations of the Trust, evidencing the same rights, and entitled to the same benefits under this Declaration, as the Preferred Securities Certificates surrendered upon such registration of transfer or exchange. Every Preferred Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so requested by the Administrative Trustees or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees and the Security Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Security Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates. The Property Trustee shall only authenticate Preferred Security Certificates delivered to it by authorized officers of the Security Registrar or an Administrative Trustee specifically for authentication at such time or upon the written order of an Administrative Trustee. The Property Trustee shall be fully protected and shall incur no liability for authenticating any Preferred Security Certificate delivered to it for authentication as aforesaid or in accordance with a written order of an Administrative Trustee. (b) Notwithstanding any other provision of this Declaration or the Preferred Securities, transfers and exchanges of Preferred Securities Certificates and beneficial interests in a Global Certificate of the kinds specified in this Section 5.04(b) shall be made only in accordance with this Section 5.04(b). (i) Non-Global Certificate to Global Certificate. If the Holder of a Preferred Securities Certificate (other than a Global Certificate) wishes at any time to transfer all or any portion of such Preferred Securities Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Global Certificate, such transfer may be effected only in accordance with the provisions of this Section 5.4(b)(i) and Section 5.13 and subject to the Applicable Procedures. Upon receipt by the Security Registrar of (A) such Preferred Securities Certificate and instructions satisfactory to the Security Registrar directing that a beneficial interest in the Global Certificate of a specified number of Preferred Securities not greater than the number of Preferred Securities represented by such Preferred Securities Certificate be credited to a specified Clearing Agency Participant's account, then the Security Registrar shall cancel such Preferred Securities Certificate (and issue a new Preferred Securities Certificate in respect of any untransferred portion thereof) and increase the aggregate Liquidation Amount of the Global Certificate by the Liquidation Amount represented by such -28- Preferred Securities so transferred as provided in Section 5.11; provided that if a Global Certificate is not then outstanding, an Administrative Trustee on behalf of the Trust may issue and the Property Trustee may authenticate a new Global Certificate equal to the principal amount of such Definitive Preferred Securities Certificates to be so exchanged as provided in Section 5.11. (ii) Non-Global Certificate to Non-Global Certificate. A Preferred Securities Certificate that is not a Global Certificate may be transferred, in whole or in part, to a Person who takes delivery in the form of another Preferred Securities Certificate that is not a Global Certificate as provided in Section 5.04(a). (iii) Global Certificate to Non-Global Certificate. A beneficial interest in a Global Certificate may be exchanged for a Preferred Securities Certificate that is not a Global Certificate only as provided in Section 5.11. Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates If (a) any mutilated Trust Securities Certificate shall be surrendered to the Security Registrar, or if the Security Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Security Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for authentication, where applicable, and delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Security Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicative Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. Section 5.06 Persons Deemed Securityholders The Property Trustee and the Security Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Security Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Property Trustee nor the Security Registrar shall be bound by any notice to the contrary. Section 5.07 Access to List of Securityholders' Names and Addresses The Administrative Trustees or the Sponsor shall furnish or cause to be furnished (unless the Property Trustee is acting as Security Registrar with respect to the Trust Securities under the Declaration) a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Securityholders as of the most recent record date (a) to the Property Trustee, quarterly at least 5 Business Days before each Distribution Date, and (b) to the Property -29- Trustee, within 30 days after receipt by the Sponsor of a request therefor from the Property Trustee in order to enable the Property Trustee to discharge its obligations under this Declaration, in each case to the extent such information is in the possession or control of the Administrative Trustees or the Sponsor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Security Registrar. The rights of Securityholders to communicate with other Securityholders with respect to their rights under this Declaration or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act, except to the extent Section 3819 of the Delaware Business Trust Act would require greater access to such information, in which case the latter shall apply. Each Holder, by receiving and holding a Trust Securities Certificate, and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. Section 5.08 Maintenance of Office or Agency The Security Registrar shall maintain in Jersey City, New Jersey an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer, exchange or conversion and where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates may be served. The Security Registrar initially designates 525 Washington Boulevard, Jersey City, New Jersey 07130, Attention: _______________, as its corporate trust office for such purposes. The Security Registrar shall give prompt written notice to the Sponsor and to the Securityholders of any change in the location of the Security Register or any such office or agency. Section 5.09 Appointment of Paying Agent In the event that the Preferred Securities are not in book-entry form only, the Trust shall maintain in Jersey City, New Jersey, an office or agency (the "Paying Agent") where the Preferred Securities may be presented for payment. The Paying Agent shall make Distributions to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent for any reason, including if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Declaration in any material respect. The Property Trustee shall have no duty to monitor or oversee any of the activities of any Paying Agent (other than itself), including but not limited to any withdrawals from the Payment Account, and the Property Trustee shall be fully protected and shall incur no liability in connection with any action or omission of any such Paying Agent. The Paying Agent shall initially be EquiServe Trust Company, N.A., and any co-paying agent chosen by the Administrative Trustees and the Sponsor in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Property Trustee and the Sponsor. In the event that EquiServe Trust Company, N.A. shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Sponsor to act as Paying Agent (which shall be a bank or trust -30- company). Each successor Paying Agent or any additional Paying Agent shall agree with the Trustees that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to each Securityholder. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Section 5.10 Ownership of Common Securities by Sponsor On each Closing Date, the Sponsor shall acquire beneficial and record ownership of the Common Securities. The Sponsor agrees at all times to maintain direct or indirect beneficial ownership of the Common Securities, including through beneficial ownership of the Common Securities by an Affiliate of the Sponsor. To the fullest extent permitted by law, any attempted transfer of the Common Securities, other than a transfer to an Affiliate of the Sponsor or a transfer to certain successors that are permitted by the Indenture to succeed to the Sponsor's ownership of the Common Securities, shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Sponsor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THE AMENDED AND RESTATED DECLARATION OF TRUST." Section 5.11 Global Certificates; Non-Global Certificates; Common Securities Certificate (a) Pursuant to Section 2.04, on each Closing Date Preferred Securities will be issued in book-entry form through the execution of one or more permanent Global Certificates in definitive fully registered form delivered to the Clearing Agency or nominee thereof or a custodian therefor and registered in the name of the Clearing Agency or nominee thereof and no Owner will receive a Definitive Preferred Securities Certificate except as provided in Section 5.13. Each Global Certificate authenticated under this Declaration shall be registered in the name of the Clearing Agency designated by the Sponsor for such Global Certificate or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor, and each such Global Certificate shall constitute a Preferred Security Certificate for all purposes of this Declaration. (b) If a Global Certificate is to be exchanged for one or more Definitive Preferred Securities Certificates or canceled in whole, it shall be surrendered by or on behalf of the Clearing Agency, its nominee or custodian to the Security Registrar, for exchange or cancellation as provided in this Article V. If any Global Certificate is to be exchanged for Definitive Preferred Securities Certificates or canceled in part, or if a Definitive Preferred Securities Certificate is to be exchanged in whole or in part for a beneficial interest in any Global Certificate, in each case, as provided in Section 5.04, then either (i) such Global Certificate shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the Liquidation Amount thereof shall be reduced or increased by an amount equal to the portion -31- thereof to be so exchanged or canceled, or equal to the principal amount of such Definitive Preferred Security Certificates to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. If at any time the Holder of a Definitive Preferred Securities Certificate wishes to transfer all or any portion of such Definitive Preferred Securities Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Global Certificate, as provided in Section 5.04, a Global Certificate is not then outstanding, an Administrative Trustee on behalf of the Trust may issue and the Property Trustee may authenticate a new Global Certificate equal to the principal amount of such Definitive Preferred Securities Certificates to be so exchanged. Upon any such surrender or adjustment of a Global Certificate, the Property Trustee shall, subject to Section 5.04 and as otherwise provided in this Article V, authenticate and deliver any Definitive Preferred Securities Certificates issuable in exchange for such Global Certificate (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Clearing Agency or its authorized representative. (c) Upon the request of the Property Trustee in connection with the occurrence of any of the events specified in Section 5.11(b), the Sponsor shall cause as promptly as practicable to be made available to the Property Trustee a reasonable supply of Definitive Preferred Securities Certificates. The Property Trustee shall be entitled to conclusively rely upon any order, direction or request of the Clearing Agency or its authorized representative which is given or made pursuant to this Article V if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Preferred Security Certificate authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Certificate or any portion thereof, whether pursuant to this Article V or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Certificate, unless such Preferred Security Certificate is registered in the name of a Person other than the Clearing Agency for such Global Certificate or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Certificate, shall be the Holder of such Global Certificate for all purposes under the Declaration and the Preferred Securities, and owners of beneficial interests in a Global Certificate shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Certificate will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee or its participants and such owners of beneficial interests in a Global Certificate will not be considered the owner or holders of such Global Certificate for any purpose of this Declaration or the Preferred Securities. (f) On each Closing Date, a single Common Securities Certificate representing the Common Securities shall be issued to the Sponsor in the form of a definitive Common Securities Certificate. -32- Section 5.12 Notices to Clearing Agency To the extent that a notice or other communication to the Owners is required under this Declaration, unless and until Definitive Preferred Securities Certificates shall have been issued to Owners pursuant to Section 5.13, the Trustees shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to provide notices directly to the Owners. Section 5.13 Definitive Preferred Securities Certificates Notwithstanding any other provision in this Declaration, no Global Certificate may be exchanged in whole or in part for Definitive Preferred Securities Certificates registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Certificate or a nominee thereof unless (i) such Clearing Agency (A) has notified the Sponsor that it is unwilling or unable to continue as Clearing Agency for such Global Certificate or (B) has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and in either case the Trust and the Sponsor thereupon fails to appoint a successor Clearing Agency within 90 days, (ii) the Sponsor, at its option, notifies the Property Trustee in writing that it elects to cause the issuance of the Preferred Securities in definitive non-global registered certificated form or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default and the Holders of a majority in an aggregate Liquidation Amount of the Outstanding Preferred Securities determine that such Global Certificate will be exchangeable for Definitive Preferred Securities Certificates. In all cases, Definitive Preferred Securities Certificates delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Clearing Agency (in accordance with its customary procedures). Section 5.14 Rights of Securityholders The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.09, and the Securityholders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Declaration. The Trust Securities shall have no preemptive or similar rights and, when issued and delivered to Securityholders against payment of the purchase price therefor and otherwise in accordance with this Declaration, shall be deemed validly issued, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. -33- ARTICLE VI ACT OF SECURITYHOLDERS; MEETINGS; VOTING Section 6.01 Limitations on Voting Rights (a) Except as provided in this Section 6.01, in Section 8.09 and 10.02 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.02 hereof, the Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures, (B) waive any past default which is waivable under the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities and, if applicable, the Common Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action. (c) If any proposed amendment to the Declaration provides for, or the Trustees otherwise propose to effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Declaration, then the Holders of Outstanding Preferred -34- Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Section 6.02 Notice of Meetings Notice of all meetings of the Holders of the Preferred Securities, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.08 to each Preferred Securityholder of record, at its registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice. Section 6.03 Meetings of Preferred Securityholders (a) No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Securityholders to vote on any matter upon the written request of the Preferred Securityholders of record of 25% of the Preferred Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of Preferred Securities to vote on any matters as to which such Holders are entitled to vote. (b) Holders of record of 50% of the Preferred Securities (based upon their Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders. If a quorum is present at a meeting, an affirmative vote by the Holders of record of Preferred Securities present, in person or by proxy, holding more than a majority of the Preferred Securities (based upon their Liquidation Amount) held by Holders of record of Preferred Securities present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders, unless this Declaration requires a greater number of affirmative votes. Section 6.04 Voting Rights Securityholders shall be entitled to one vote for each $50 of Liquidation Amount represented by their Trust Securities in respect of any matter as to which such Securityholders are entitled to vote. Notwithstanding that Holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned at such time by the Sponsor, the Administrative Trustees or any Affiliate of the Sponsor or any Administrative Trustee shall, for purposes of such vote or consent, be treated as if such Preferred Securities were not Outstanding. Section 6.05 Proxies, Etc. At any meeting of Securityholders, any Securityholders entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the time at which such vote shall be taken. Only Securityholders of record shall be entitled to vote. When Trust -35- Securities are held jointly by several Persons, any one of them may vote at any meeting in person or represented by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution. Section 6.06 Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Declaration) shall consent to the action in writing. Section 6.07 Record Date for Voting and Other Purposes For the purposes of determining the Securityholders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Declaration, or for the purpose of any other action, the Property Trustee may from time to time fix a date, not more than 90 days prior to the date of any meeting of Securityholders or the payment of Distributions or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for such purposes. Section 6.08 Acts of Securityholders (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners 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 Declaration and (subject to Section 8.01) conclusive in favor of the Trustees, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than the signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of the -36- signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which any Trustee receiving the same deems sufficient. The ownership of Preferred Securities shall be proved by the Security Register. (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the Securityholder of every Trust 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 Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security. Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount. (d) Upon the occurrence and continuation of an Event of Default, the Holders of Preferred Securities shall rely on the enforcement by the Property Trustee of its rights as holder of the Debentures against the Sponsor. No Holder of Preferred Securities may institute any action directly against the Sponsor under the Indenture unless (i) such Holder shall have given the Property Trustee written notice of the occurrence of an Event of Default and the continuance thereof, (ii) the Holders of not less than 25% in Liquidation Amount of the Preferred Securities then Outstanding shall have requested the Property Trustee to institute such action and shall have offered the Property Trustee reasonable indemnification therefor and (iii) the Property Trustee shall not have instituted such action within 90 days of such request. (e) Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such Event of Default is attributable to the failure of the Sponsor to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable (or in the case of redemption, on the Redemption Date), then a Holder of Preferred Securities shall have the right to institute a proceeding directly against the Sponsor, for enforcement of payment to such holder of the principal amount of or interest on Debentures having a principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder after the respective due date specified in the Debentures (a "Direct Action"). In connection with any such Direct Action, the rights of the Sponsor will be subrogated to the rights of any Holder of the Preferred Securities to the extent of any payment made by the Sponsor to such Holder of Preferred Securities as a result of such Direct Action. (f) A Securityholder may institute a legal proceeding directly against the Sponsor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person or entity. (g) Each Securityholder, by acceptance of a beneficial interest in the Preferred Securities, agrees to treat the Debentures as indebtedness of the Sponsor for all United States federal, state and local tax purposes. -37- Section 6.09 Inspection of Records Upon reasonable prior written notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder. ARTICLE VII REPRESENTATIONS AND WARRANTIES Section 7.01 Representations and Warranties of the Property Trustee and the Delaware Trustee The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Sponsor and the Securityholders that (each such representation and warranty made by the Property Trustee and the Delaware Trustee being made only with respect to itself): (a) the Property Trustee is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (b) the Delaware Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States; (c) each of the Property Trustee and the Delaware Trustee has full corporate and, as applicable, trust power, authority and legal right to execute, deliver and perform its obligations under this Declaration and has taken all necessary action to authorize the execution, delivery and performance by it of this Declaration; (d) this Declaration has been duly authorized, executed and delivered by each of the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of the Property Trustee and the Delaware Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (e) the execution, delivery and performance by each of the Property Trustee and the Delaware Trustee of this Declaration have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and does not require any approval of stockholders of the Property Trustee or the Delaware Trustee and such execution, delivery and performance will not (i) violate either of the Property Trustee's or the Delaware Trustee's charter or by-laws, (ii) to the best of its knowledge without independent investigation, violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust Property pursuant to the provisions of any indenture, mortgage, credit agreement, license or other agreement or -38- instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States, the State of Delaware or the State of New York, as the case may be, governing the banking, corporate, or trust powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee; (f) neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Declaration nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal law governing the banking, corporate or trust powers of the Property Trustee or the Delaware Trustee, as the case may be, under the laws of the United States, the State of Delaware or the State of New York; and (g) there are no proceedings pending or, to the best of each of the Property Trustee's and the Delaware Trustee's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Declaration. Section 7.02 Representations and Warranties of Sponsor The Sponsor hereby represents and warrants for the benefit of the Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date on behalf of the Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Declaration and the Securityholders will be, as of such date, entitled to the benefits of this Declaration; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Declaration. -39- ARTICLE VIII THE TRUSTEES Section 8.01 Certain Duties and Responsibilities (a) The duties and responsibilities of the Trustees shall be as provided by this Declaration and, in the case of the Property Trustee, also by the Trust Indenture Act. The Property Trustee, before the occurrence of any Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties and obligations as are specifically set forth in this Declaration and the Trust Indenture Act and no implied covenants, duties or obligations shall be read into this Declaration against the Property Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 8.02) of which a responsible officer of the Property Trustee has actual knowledge, the Property Trustee shall exercise such rights and powers vested in it by this Declaration and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent individual would exercise or use under the circumstances in the conduct of his or her own affairs. Notwithstanding the foregoing, no provision of this Declaration shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. No Trustee shall be liable, responsible or accountable in damages or otherwise to the Trust, any Holder of Trust Securities or any officer, director, shareholder, employee, representative or agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Trustee in good faith on behalf of the Trust and in a manner such Trustee reasonably believed to be within the scope of authority conferred on such Trustee by this Declaration, except that a Trustee shall be liable for any such loss, damage or claim incurred by reason of such Trustee's gross negligence (or, in the case of the Property Trustee, negligence) or willful misconduct with respect to such acts or omissions. To the extent that, at law or in equity, an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Administrative Trustee shall not be liable to the Trust or to any Securityholder for such Administrative Trustee's good faith reliance on the provisions of this Declaration or advice of counsel. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in equity, are agreed by the Sponsor and the Securityholders to replace such other duties and liabilities of the Administrative Trustees. (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any -40- amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.01(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Declaration or, in the case of the Property Trustee, in the Trust Indenture Act. (c) No provision of this Declaration shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts; (ii) the Property Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration; (iii) the Property Trustee's sole duty with respect to the custody, safekeeping and physical preservation of the Debentures and the Payment Account shall be to deal with such property as fiduciary assets, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the Sponsor and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.01 and except to the extent otherwise required by law; and (v) neither the Property Trustee nor the Administrative Trustees shall be responsible for monitoring each other's compliance or the compliance of the Sponsor with their respective duties under this Declaration, nor shall the Property Trustee or the Administrative Trustees be liable for each other's default or misconduct or that of the Sponsor. Section 8.02 Notice of Defaults (a) Within ten days after the occurrence of any Event of Default actually known to an officer of the Property Trustee involved in the administration of this Declaration, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.08, notice of such Event of Default to the holders of Preferred Securities, the Administrative Trustees and the Sponsor, unless such Event of Default shall have been cured or waived, provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debentures, the Property Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or responsible officers of the Property Trustee -41- in good faith determines that the withholding of such notice is in the interests of the Holders of the Preferred Securities. (b) Within ten days after the receipt of notice of the Sponsor's exercise of its right to extend the interest payment period for the Debentures pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.08, notice of such exercise to the Securityholders, unless such exercise shall have been revoked. (c) The Holders of a majority in Liquidation Amount of Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred Securities, waive any Event of Default in respect of the Preferred Securities and its consequences, provided that, if the underlying Debenture Event of Default: (i) is not waivable under the Indenture, the Event of Default under the Declaration shall also not be waivable; or (ii) requires the consent or vote of greater than a majority in principal amount of the holders of the Debentures (a "Super Majority") to be waived under the Indenture, the Event of Default under the Declaration may only be waived by the vote of the Holders of the same proportion in Liquidation Amount of the Preferred Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. The provisions of Section 6.01(b) and this Section 8.02(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Preferred Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any Event of Default with respect to the Preferred Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or an Event of Default with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to the Preferred Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of any such Event of Default with respect to the Common Securities for all purposes of this Declaration without any further act, vote, or consent of the Holders of the Common Securities. (d) The Holders of a majority in Liquidation Amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities, waive any Event of Default with respect to the Common Securities and its consequences, provided that, if the underlying Debenture Event of Default: (i) is not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the Declaration as provided below in this Section 8.02(d), the Event of Default under the Declaration shall also not be waivable; or (ii) requires the consent or vote of a Super Majority to be waived, except where the Holders of the Common Securities are deemed to have waived such -42- Event of Default under the Declaration as provided below in this Section 8.02(d), the Event of Default under the Declaration may only be waived by the vote of the Holders of the same proportion in Liquidation Amount of the Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; provided further, that each Holder of Common Securities will be deemed to have waived any such Event of Default and all Events of Default with respect to the Common Securities and its consequences until all Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated, and until such Events of Default have been so cured, waived or otherwise eliminated, the Property Trustee will be deemed to be acting solely on behalf of the Holders of the Preferred Securities and only the Holders of the Preferred Securities will have the right to direct the Property Trustee in accordance with the terms of the Securities. The provisions of Section 6.01(b) and this Section 8.02(d) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Common Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of this Section 8.02(d), upon such waiver, any such default shall cease to exist and any Event of Default with respect to the Common Securities arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default with respect to the Common Securities or impair any right consequent thereon. (e) A waiver of a Debenture Event of Default under the Indenture by the Property Trustee at the written direction of the Holders of the Preferred Securities constitutes a waiver of the corresponding Event of Default under this Declaration. The foregoing provisions of this Section 8.02(e) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Preferred Securities, as permitted by the Trust Indenture Act. Section 8.03 Certain Rights of Property Trustee (a) Subject to the provisions of Section 8.01: (i) the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) if no Event of Default has occurred and is continuing and, (i) in performing its duties under this Declaration the Property Trustee is required to decide between alternative courses of action or (ii) in construing any of the provisions in this Declaration the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the Property Trustee is unsure of the application of any provision of this Declaration, then, except as to any matter as to which the Holders of -43- Preferred Securities are entitled to vote under the terms of this Declaration, the Property Trustee shall deliver a notice to the Sponsor requesting written instructions of the Sponsor as to the course of action to be taken and the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Sponsor; provided, however, that if the Property Trustee does not receive such instructions of the Sponsor within ten Business Days after it has delivered such notice, or such reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than two Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Declaration as it shall deem necessary, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct; (iii) any direction or act of the Sponsor or the Administrative Trustees contemplated by this Declaration shall be sufficiently evidenced by an Officers' Certificate; (iv) whenever in the administration of this Declaration, the Property Trustee shall deem it desirable that a matter be established before undertaking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate and an Opinion of Counsel which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrative Trustees; (v) the Property Trustee shall have no duty to accomplish any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or reregistration thereof; (vi) the Property Trustee may consult with counsel of its selection (which counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees) and the 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 and in accordance with such advice; and the Property Trustee shall have the right at any time, upon prior notice to the Sponsor, to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction; (vii) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any of the Securityholders pursuant to this Declaration, unless such Securityholders shall have offered to the Property Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (vii) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any of the Securityholders pursuant to this Declaration, unless such Securityholders shall have offered to the Property Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; -44- (viii) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolutions, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by Holders of record of 25% or more of the Preferred Securities (based upon their Liquidation Amount), but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit at the expense of the Sponsor and shall incur no liability of any kind by reason of such inquiry or investigation; (ix) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys or an Affiliate, and shall not be responsible for the negligence, misconduct or bad faith with respect to the actions or inaction of any agent or attorney appointed with due care by it hereunder; (x) whenever in the administration of this Declaration the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (A) may request instructions from the Holders of the Trust Securities, which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions; and (xi) except as otherwise expressly provided by this Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration. (b) No provision of this Declaration shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty. Section 8.04 Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Trust Securities Certificates shall not be taken as the statements of the Trustees, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be accountable for the use or application by the Sponsor of the proceeds of the Debentures. Section 8.05 May Hold Securities Except as provided in the definition of the term "Outstanding" in Article I, any Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Section 8.08 and 8.12, may -45- otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent. Section 8.06 Compensation; Indemnity; Fees The Sponsor agrees: (a) to pay the Trustees from time to time such compensation for all services rendered by them hereunder as the parties shall agree from time to time in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct; (c) to the fullest extent permitted by applicable law, to fully indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Trustee, and (iv) any employee or agent of the Trust or its Affiliates (referred to herein as an "Indemnified Person") from and against any and all loss, damage, liability, tax, penalty, expense (including legal fees and expenses) or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, administration, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Declaration, 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, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim determined by a court of competent jurisdiction to have been caused by such Indemnified Person's own negligence or willful misconduct with respect to such acts or omissions (or, in the case of the Administrative Trustees and the Delaware Trustee, any such loss, damage or claim as may be attributable to its, his or her gross negligence or willful misconduct); and (d) no Trustee may claim any lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06. Section 8.07 Property Trustee Required; Eligibility of Trustees (a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, shall not be an Affiliate of the Sponsor and shall have a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, -46- then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall be either (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law that shall act through one or more persons authorized to bind such entity. Section 8.08 Conflicting Interests; Guarantee Described (a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Declaration. (b) The Guarantee shall be deemed to be specifically described in this Declaration for purposes of clause (i) of the first provision contained in Section 310(b) of the Trust Indenture Act. Section 8.09 Resignation and Removal; Appointment of Successor (a) Subject to Sections 8.09(b) and 8.09(c), any Trustee (the "Relevant Trustee") may be appointed or removed without cause at any time: (i) until the issuance of any Trust Securities, by written instrument executed by the Sponsor; and (ii) after the issuance of any Securities, by vote of the Holders of a majority in Liquidation Amount of the Common Securities voting as a class. (b) The Trustee that acts as Property Trustee shall not be removed in accordance with Section 8.09(a) until a successor possessing the qualifications to act as a Property Trustee under Section 8.07 (a "Successor Property Trustee") has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and the removed Property Trustee. (c) The Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 8.09(a) until a successor possessing the qualifications to act as Delaware Trustee under Section 8.07 (a "Successor Delaware Trustee") has been appointed and has accepted such -47- appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the removed Delaware Trustee. (d) A Trustee appointed to office shall hold office until his, her or its successor shall have been appointed or until his, her or its death, removal, resignation, dissolution or liquidation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that: (i) No such resignation of the Trustee that acts as the Property Trustee shall be effective: (A) until a Successor Property Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and the resigning Property Trustee; or (B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of the Trust Securities; and (ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee. (e) The Holders of the Common Securities shall use their best efforts promptly to appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be, if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with Section 8.09(d). (f) If no Successor Property Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 8.09 within 60 days after delivery pursuant to this Section 8.09 of an instrument of resignation or removal, the Property Trustee or Delaware Trustee resigning or being removed, as applicable, may petition, at the expense of the Sponsor, any court of competent jurisdiction for appointment of a Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be. (g) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be. (h) The Property Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all Securityholders in the manner provided in Section 10.08 and shall give notice to the Sponsor. Each notice shall include the -48- name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee. (i) Notwithstanding the foregoing or any other provision of this Declaration, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, solely in the opinion of the Sponsor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (i) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (ii) otherwise by the Sponsor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or the Delaware Trustee, as the case may be, set forth in Section 8.07). (j) The indemnity provided to a Trustee under Section 8.06 shall survive any Trustee's resignation or removal and the termination of this Declaration. Section 8.10 Acceptance of Appointment by Successor (a) In case of the appointment hereunder of a successor Trustee, such successor Trustee so appointed shall execute, acknowledge and deliver to the Trust 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 Sponsor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to the successor Trustee all property and money held by such retiring Property Trustee hereunder. (b) In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. (c) Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in Sections 8.10(a) or 8.10(b), as the case may be. -49- (d) No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article. Section 8.11 Merger, Conversion, Consolidation or Succession to Business Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such Person 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. Section 8.12 Preferential Collection of Claims Against Sponsor or Trust If and when the Property Trustee shall be or become a creditor of the Sponsor or the Trust (or any other obligor upon the Debentures or the Trust Securities), the Property Trustee shall be subject to and shall take all actions necessary in order to comply with the provisions of the Trust Indenture Act regarding the collection of claims against the Sponsor or Trust (or any such other obligor). Section 8.13 Reports by Property Trustee (a) To the extent required by the Trust Indenture Act, within 60 days after May 15 of each year commencing with May 15, 2002 the Property Trustee shall transmit to all Securityholders in accordance with Section 10.08 and to the Sponsor, a brief report dated as of such May 15 with respect to: (i) its eligibility under Section 8.07 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect; (ii) a statement that the Property Trustee has complied with all of its obligations under this Declaration during the twelve-month period (or, in the case of the initial report, the period since the latest Closing Date) ending with such May 15 or, if the Property Trustee has not complied in any material respects with such obligations, a description of such noncompliance; and (iii) any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities. (b) In addition, the Property Trustee shall transmit to Securityholders such reports concerning the Property Trustee and its actions under this Declaration as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. -50- (c) A copy of such report shall, at the time of such transmissions to Holders, be filed by the Property Trustee with each national securities exchange or self-regulatory organization upon which the Trust Securities are listed, with the Commission and with the Sponsor. Section 8.14 Reports to the Property Trustee The Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Property Trustee is for informational purposes only and the Property Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Sponsor's compliance with any of its covenants hereunder (as to which the Property Trustee is entitled to rely exclusively on Officers' Certificates). Section 8.15 Evidence of Compliance with Conditions Precedent Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers' Certificate. Section 8.16 Number of Trustees (a) The number of Trustees shall be four, provided that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees. The Property Trustee and the Delaware Trustee may be the same Person. (b) If a Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.16(a), or if the number of Trustees is increased pursuant to Section 8.16(a), a vacancy shall occur. (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust. Section 8.17 Delegation of Power (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.07(a), including any registration statement or amendment thereof filed with the Commission, or making any other governmental filing. -51- (b) The Administrative Trustees shall have power to delegate from time to time to such of their number or to the Sponsor the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. Section 8.18 Appointment of Administrative Trustees (a) The Administrative Trustees shall initially be Elizabeth S. Acton, an individual, and Ann Marie Petach, an individual, and their successors shall be appointed by the Holders of a majority in Liquidation Amount of the Common Securities. Any Administrative Trustee may resign or be removed by the Holders of a majority in Liquidation Amount of the Common Securities at any time. Upon any resignation or removal, the Sponsor shall appoint a successor Administrative Trustee. If at any time there is no Administrative Trustee, the Property Trustee or any Holder who has been a Holder of Trust Securities for at least six months may petition any court of competent jurisdiction for the appointment of one or more Administrative Trustees. (b) Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with this Section 8.18 or Section 8.09, the Administrative Trustees in office, regardless of their number (and not withstanding any other provision of this Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration. (c) Notwithstanding the foregoing or any other provision of this Declaration, if any Administrative Trustee who is a natural person dies or becomes, in the opinion of the Holders of a majority in Liquidation Amount the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the unanimous act of the remaining Administrative Trustees, if there were at least two of them prior to such vacancy, and by the Sponsor, if there were not two such Administrative Trustees immediately prior to such vacancy (with the successor being a Person who satisfies the eligibility requirement for Administrative Trustees set forth in Section 8.07). Section 8.19 Administrative Trustee Meetings Meetings of the Administrative Trustees shall be held from time to time upon the call of any Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Administrative Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Administrative Trustee attends a -52- meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Administrative Trustees may be taken at a meeting by vote of a majority of the Administrative Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a quorum is present, or without a meeting by the unanimous written consent of the Administrative Trustees or may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Administrative Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Administrative Trustees entitled to vote on that action were present and voted. A majority of the Administrative Trustees or, if there are only one or two Administrative Trustees, all of the Administrative Trustees shall constitute a quorum. In the event there is only one Administrative Trustee, any and all action of such Administrative Trustee shall be evidenced by a written consent of such Administrative Trustee. Section 8.20 Outside Businesses Any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Trust Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as a depositary for trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. For purposes of this Section 8.20, "Covered Person" means (a) any officer, director, trustee, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of Trust Securities. ARTICLE IX TERMINATION, LIQUIDATION AND MERGER Section 9.01 Dissolution upon Expiration Date Unless earlier dissolved, the Trust shall automatically dissolve on January 30, 2032 (the "Expiration Date"). -53- Section 9.02 Early Termination The Trust shall dissolve upon the first to occur of any of the following events (each an "Early Termination Event"): (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Sponsor; (b) receipt by the Property Trustee of written notice from the Sponsor at any time (which notice is optional and wholly within the discretion of the Sponsor) of its intention to dissolve the Trust and distribute the Debentures in exchange for the Trust Securities; (c) the redemption, conversion or exchange of all of the Trust Securities; and (d) an order for dissolution of the Trust shall have been entered by a court of competent jurisdiction. Section 9.03 Termination The respective obligations and responsibilities of the Trustees and the Trust continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or upon the redemption of all of the Trust Securities pursuant to Section 4.02, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of all expenses owed by the Trust; (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Securityholders; and (d) the filing of a certificate of cancellation canceling the Trust's certificate of trust with the Secretary of State of the State of Delaware. Section 9.04 Liquidation (a) If an Early Termination Event specified in clause (a), (b) or (d) of Section 9.02 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each applicable Securityholder an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Trust Securities held by such Holder, subject to Section 9.04(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust -54- Securities at such Holder's address as it appears in the Security Register or the most recent list provided to the Property Trustee. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Trust Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 9.04(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 9.02(c) or 9.04(d) applies, in order to effect the liquidation of the Trust and distribution of the Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities. (c) Except where Section 9.02(c) or 9.04(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as the record Holder of such Preferred Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution, (iii) any Preferred Securities Certificates not held by the Clearing Agency will be deemed to represent an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Preferred Securities held by such other Holders, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on such Preferred Securities until such Preferred Securities Certificates are presented to the Security Registrar for transfer or reissuance, (iv) certificates representing a Like Amount of Debentures will be issued to the Sponsor upon surrender of all Common Securities Certificates to the Security Registrar for exchange, and (v) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Debentures upon surrender of Trust Securities Certificates. (d) If, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practicable, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the -55- Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Section 9.05 Mergers, Consolidations, Amalgamations or Replacements of the Trust The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Section 9.05. At the request of the Sponsor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of the Preferred Securities, the Trust may merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to Distributions and payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly appoints a trustee of such successor entity, possessing the same powers and duties as the Property Trustee, as the holder of the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose identical to that of the Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holder's interest in the new entity) and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such successor entity will be required to register as an "investment company" under the 1940 Act and (vii) the Sponsor or any permitted successor or assignee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Preferred Securities, -56- consolidate, amalgamate, merge with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes. ARTICLE X MISCELLANEOUS PROVISIONS Section 10.01 Limitation of Rights of Securityholders The death or incapacity of any person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Declaration, nor entitle the legal representatives or heirs of such person or any Securityholder for such person to claim an accounting, take any action or bring any proceeding in any court for a partition or winding-up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Section 10.02 Amendment (a) This Declaration may be amended from time to time by the Trustees and the Sponsor, without the consent of any Securityholders, (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Declaration, which shall not be inconsistent with the other provisions of this Declaration, (ii) to modify, eliminate or add to any provisions of this Declaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Trust Securities are Outstanding or to ensure that the Trust will not be required to register as an "investment company" under the 1940 Act or (iii) to maintain the qualification of this Declaration under the Trust Indenture Act; provided, however, that in the case of clause (i), such action shall not adversely affect in any material respect the interests of any Securityholder, and, in the case of any of the foregoing, any amendments of this Declaration shall become effective when notice thereof is given to the Securityholders. (b) Except as provided in Section 10.02(c) hereof, any provision of this Declaration may be amended by the Trustees and the Sponsor with (i) the consent of Holders representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding, acting as a single class, and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees in accordance with such amendment will not affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's exemption from the status of an "investment company" under the 1940 Act, provided, however, if any amendment or proposal that would adversely affect only the Preferred Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a majority in Liquidation Amount of such class of Trust Securities. -57- (c) In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Securityholder (such consent being obtained in accordance with Section 6.03 or 6.06 hereof), this Declaration may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Securityholder to institute suit for the enforcement of any such payment on or after such date. Notwithstanding any other provision herein, without the unanimous consent of the Securityholders (such consent being obtained in accordance with Section 6.03 or 6.06 hereof), this paragraph (c) of this Section 10.02 may not be amended. (d) Notwithstanding any other provisions of this Declaration, no Trustee shall enter into or consent to any amendment to this Declaration which would cause the Trust to fail or cease to qualify for the exemption from the status of an "investment company" under the 1940 Act or be classified as other than a grantor trust for United States federal income tax purposes. (e) Notwithstanding anything in this Declaration to the contrary, without the consent of the Sponsor, this Declaration may not be amended in a manner which imposes any additional obligation on the Sponsor. (f) If any amendment to this Declaration is made, the Administrative Trustees shall promptly provide to the Sponsor a copy of such amendment. (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Declaration which affects its own rights, duties or immunities under this Declaration. The Property Trustee shall be provided with an Opinion of Counsel and an Officers' Certificate stating that any amendment to this Declaration is in compliance with this Declaration and does not violate Section 10.02(d) hereof. Section 10.03 Separability In case any provision in this Declaration or in the Trust Securities Certificates 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 10.04 Governing Law THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR -58- SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS DECLARATION. SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST. Section 10.05 Payments Due on Non-Business Day If the date fixed for any payment on any Trust Security shall be a day which is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day which is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no interest shall accrue thereon for the period after such date. Section 10.06 Successors This Declaration shall be binding upon and shall inure to the benefit of any successor to the Sponsor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Sponsor that is permitted under Article 8 of the Indenture and pursuant to which the assignee agrees in writing to perform the Sponsor's obligations hereunder, the Sponsor shall not assign its obligations hereunder. Section 10.07 Headings The Article and Section headings are for convenience only and shall not affect the construction of this Declaration. Section 10.08 Reports, Notices and Demands (a) Any report, notice, demand or other communications which by any provision of this Declaration is required or permitted to be given or served to or upon any Holder of Preferred Securities or the Sponsor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder's name and address may appear on the Security Register; and (b) in the case of the Sponsor, to Ford Motor Company, One American Road, Dearborn, Michigan 48126; Attention: Secretary. Any notice to Preferred Securityholders shall also be given to such Owners as have, -59- within two years preceding the giving of such notice, filed their names and addresses with the Property Trustee for that purpose. Such notice, demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given, or made, for all purposes, upon hand delivery, mailing or transmission. (b) Any notice, demand or other communication which by any provision of this Declaration is required or permitted to be given or served to or upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing (which may be by facsimile transmission) addressed (until another address is published by the Trust) as follows: (a) with respect to the Property Trustee, to JPMorgan Chase Bank, 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Institutional Trust Services, (b) with respect to the Delaware Trustee, to Chase Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Christiana Road, Floor 3/OP54, Newark, Delaware 19713, Attention: Institutional Trust Services, with a copy of any such notice to the Property Trustee at its address above, and (c) with respect to the Administrative Trustees, to them at the address for notices to the Sponsor, marked "Attention: Secretary." Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property Trustee. Section 10.09 Trust Indenture Act; Conflict with Trust Indenture Act (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required or deemed to be part of this Declaration and shall, to the extent applicable, be governed by such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Declaration by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control. If any provision of this Declaration modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Declaration as so modified or to be excluded, as the case may be. (d) The application of the Trust Indenture Act to this Declaration shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust. Section 10.10 Acceptance of Terms of Declaration, Guarantee and Indenture THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND THE PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE -60- INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS TO THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. Section 10.11 Counterparts This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. -61- IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of the day and year first above written. FORD MOTOR COMPANY, as Sponsor By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- JPMORGAN CHASE BANK, as Property Trustee By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- ---------------------------------------- Elizabeth S. Acton, as Administrative Trustee ---------------------------------------- Ann Marie Petach, as Administrative Trustee -62- EXHIBIT A FORM OF COMMON SECURITIES CERTIFICATE THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THE AMENDED AND RESTATED DECLARATION OF TRUST Certificate Number Number of Common Securities ----------- ----------- CERTIFICATE EVIDENCING COMMON SECURITIES OF FORD MOTOR COMPANY CAPITAL TRUST II COMMON SECURITIES (LIQUIDATION AMOUNT $50 PER COMMON SECURITY) Ford Motor Company Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that Ford Motor Company (the "Holder") is the registered owner of ___________ common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). In accordance with Section 5.10 of the Declaration (as defined below), to the fullest extent permitted by law, the Common Securities are not transferable and any attempted transfer hereof shall be void, other than a transfer to certain successors that are permitted by the Indenture to succeed to the Holder's ownership of the Common Securities. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Trust dated as of January 30, 2002, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth therein. Capitalized terms used herein but not defined herein shall have the meaning given them in the Declaration. The Trust will furnish a copy of the Declaration to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness of the Sponsor. IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this ___ day of __________, 2002. FORD MOTOR COMPANY CAPITAL TRUST II By: ___________________________________ Name: _____________________________ As Administrative Trustee -2- EXHIBIT B FORM OF PREFERRED SECURITIES CERTIFICATE [FORM OF FACE OF PREFERRED SECURITIES CERTIFICATE] [If this Preferred Securities Certificate is a Global Certificate, insert: THIS PREFERRED SECURITIES CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE CLEARING AGENCY. THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR ONE OR MORE PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED SECURITIES CERTIFICATE (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITIES CERTIFICATE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PREFERRED SECURITIES CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY TO FORD MOTOR COMPANY CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate Number Number of Preferred Securities ----------- ----------- CUSIP No. _____ $_____________ Certificate Evidencing Preferred Securities of Ford Motor Company Capital Trust II 6.50% Cumulative Convertible Trust Preferred Securities (liquidation amount $50 per Preferred Security) Ford Motor Company Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of _______ preferred securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the Ford Motor Company Capital Trust II 6.50% Cumulative Convertible Trust Preferred Securities (liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Trust dated as of January 30, 2002, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Ford Motor Company, a Delaware corporation, and JPMorgan Chase Bank, as Guarantee Trustee, dated as of January 30, 2002 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Declaration and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness of the Sponsor. -2- IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this ____ day of ________ 2002. FORD MOTOR COMPANY CAPITAL TRUST II By: _________________________________ Name: __________________________ As Administrative Trustee PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Preferred Securities referred to in the within-mentioned Declaration. Dated: __________________ JPMorgan Chase Bank, as Property Trustee By: ____________________________ Authorized Signatory -3- [FORM OF REVERSE OF PREFERRED SECURITIES CERTIFICATE] ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Securities Certificate to: - ----------------------------------------------------------------- - ----------------------------------------------------------------- - ----------------------------------------------------------------- (Insert assignee's social security or tax identification number) - ----------------------------------------------------------------- - ----------------------------------------------------------------- - ----------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints - ----------------------------------------------------------------- - ----------------------------------------------------------------- - ----------------------------------------------------------------- agent to transfer this Preferred Securities Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: ___________________ Signature: ____________________ (Sign exactly as your name appears on the other side of this Preferred Securities Certificate) Signature Guarantee: ______________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. -4- [If this Preferred Securities Certificate is a Global Certificate, insert: SCHEDULE A The initial liquidation amount of this Global Certificate shall be $__________. The following increases or decreases in the liquidation amount of this Global Certificate have been made:

====================================================================================================================== Amount of increase in Liquidation Signature of Amount of this Amount of Liquidation authorized Global Certificate decrease in Amount of this officer of including upon Liquidation Global Certificate Trustee or exercise of over-- Amount of this following such Securities Date Made allotment option Global Certificate decrease or increase Custodian ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ====================================================================================================================== ======================================================================================================================

EXHIBIT C NOTICE OF CONVERSION To: EquiServe Trust Company, N.A., as Conversion Agent of Ford Motor Company Capital Trust II The undersigned owner of these Trust Securities hereby irrevocably exercises the option to convert these Trust Securities, or the portion below designated, into Common Stock of FORD MOTOR COMPANY (the "Ford Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of January 30, 2002 among Elizabeth S. Acton and Ann Marie Petach, as Administrative Trustees, Chase Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, as Property Trustee, and Ford Motor Company, as Sponsor. Pursuant to the aforementioned exercise of the option to convert these Trust Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Trust Securities set forth in the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Ford Common Stock (at the conversion rate specified in the terms of the Trust Securities set forth in the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. -i- Date: ____________, ____ In whole __ in part __ Number of Trust Securities to be converted: _____ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Ford Common Stock are to be issued, along with the address or addresses of such person or persons: ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- Signature (for conversion only) Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number: ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- Signature Guarantee:* ______________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. -ii- EX-99.5 4 k67170ex99-5.txt EX-99.5 FORM OF GUARANTEE AGREEMENT EXHIBIT 5 FORM OF GUARANTEE AGREEMENT This GUARANTEE AGREEMENT, dated as of January 30, 2002, is executed and delivered by Ford Motor Company, a Delaware corporation (the "Guarantor"), and JPMorgan Chase Bank, a New York corporation, as the Guarantee Trustee (as defined herein) for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Ford Motor Company Capital Trust II, a Delaware statutory business trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of January 30, 2002 among the trustees of the Issuer named therein and Ford Motor Company, as Sponsor, the Issuer is issuing as of the date hereof up to $5,000,000,000 aggregate liquidation amount of its preferred securities designated the 6.50% Cumulative Convertible Trust Preferred Securities (the "Preferred Securities") representing undivided beneficial interests in the assets of the Issuer and having the terms set forth in Declaration; WHEREAS, the Preferred Securities will be issued by the Issuer upon deposit of the Guarantor's Debentures (as defined herein) with the Issuer as trust assets; and WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the Guarantor desires to irrevocably and unconditionally agree, to the extent set forth herein, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Preferred Securities. ARTICLE I SECTION 1.1 Definitions. In this Guarantee Agreement, unless the context otherwise requires: (a) capitalized terms used in this Guarantee Agreement but not defined in the preamble above have the respective meanings assigned to them in this Section 1. 1 or as otherwise defined herein; (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout; (c) all references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time; (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified; (e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires; and (f) a reference to the singular includes the plural and vice versa. "Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder. "Commission" means the United States Securities and Exchange Commission. "Common Securities" means the securities representing undivided beneficial interests in the assets of the Issuer, having the terms set forth in Exhibit C to the Declaration. "Corporation" means corporations, associations, companies (including limited liability companies) and business trusts or any similar entity. "Covered Person" means any Holder or beneficial owner of Preferred Securities. "Debentures" means the series of junior subordinated debentures issued by the Guarantor designated the 6.50% Junior Subordinated Convertible Debentures due January 15, 2032. "Distributions" means the periodic distributions and other payments payable to Holders of Preferred Securities in accordance with the terms of the Preferred Securities set forth in Exhibit B to the Declaration. "Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement. "Guarantee Payments" shall mean the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions and the redemption price, including all accrued and unpaid Distributions to the date of redemption (the "Redemption Price"), with respect to the Preferred Securities called for redemption by the Issuer but if and only to the extent that in each case the Guarantor has made a payment to the Trust of interest or principal on the Debentures and (ii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to Holders or the redemption of all the Preferred Securities upon the maturity or redemption of the Debentures as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer has funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution"). "Guarantee Trustee" means JPMorgan Chase Bank, a New York corporation, until a Successor Guarantee Trustee has been appointed and accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee. "Holder" shall mean any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor; provided further, that in determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Guarantee Agreement, then for purposes of such determination only (and not for any other purposes hereunder), if the Preferred Securities remain in the form of one or more Global Certificates (as defined in the Declaration), the term "Holders" shall mean the holder of the Global Certificates acting at the direction of the Preferred Security Beneficial Owners (as defined in the Declaration). "Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, and any officers, directors, shareholders, members, partners, employees, representatives or agents of the Guarantee Trustee. "Indenture" means the Indenture dated as of January 30, 2002 between the Guarantor and JPMorgan Chase Bank, as trustee, and any supplemental indenture thereto, pursuant to which the Debentures are to be issued. "Majority in liquidation amount of the Preferred Securities" means, except as otherwise required by the Trust Indenture Act, Holder(s) of outstanding Preferred Securities voting together as a single class, who are the record owners of Preferred Securities whose liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) represents more than 50% of the liquidation amount of all outstanding Preferred Securities. In determining whether the Holders of the requisite amount of Preferred Securities have voted, Preferred Securities which are owned by the Guarantor or any entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or any other obligor on the Preferred Securities shall be disregarded (to the extent known to be so owned by the Guarantee Trustee) for the purpose of such determination. "Offer" means the offer by the Issuer to sell Preferred Securities in consideration for the deposit by the Guarantor of Debentures as trust assets of the Issuer, all as described in a Prospectus dated January 24, 2002. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. "Preferred Securities" has the meaning set forth in the first WHEREAS clause above. "Redemption Price" means the amount payable on redemption of the Preferred Securities in accordance with the terms of the Preferred Securities. "Responsible Officer", with respect to the Guarantee Trustee, shall mean any officer within the Guarantee Trustee's Corporate trust department, including without limitation, any vice-president, any assistant vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Guarantee 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 that officer's knowledge of and familiarity with the particular subject. "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as a Guarantee Trustee under Section 4. 1. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. ARTICLE II TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application. (a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required or deemed to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions. (b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by. Sec. 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. (c) The application of the Trust Indenture Act to this Guarantee Agreement shall not affect the nature of the Preferred Securities as equity securities representing undivided beneficial interests in the assets of the Issuer. SECTION 2.2 Lists of Holders of Preferred Securities. (a) The Guarantor shall provide the Guarantee Trustee with such information as is required under Sec. 312(a) of the Trust Indenture Act at the times and in the manner provided in Sec. 312(a). (b) The Guarantee Trustee shall comply with its obligations under Sec. 310(b), 311 and 312(b) of the Trust Indenture Act. SECTION 2.3 Reports by the Guarantee Trustee. Within 60 days after May 15 of each year (commencing with the year of the first anniversary of the issuance of the Preferred Securities), the Guarantee Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Sec. 313 of the Trust Indenture Act, if any, in the form, in the manner and at the times provided by Sec. 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Sec. 313(d) of the Trust Indenture Act. SECTION 2.4 Periodic Reports to Guarantee Trustee. The Guarantor shall provide to the Guarantee Trustee, the Commission and the Holders of the Preferred Securities, as applicable, such documents, reports and information as required by Sec. 314(a)(l)-(3) (if any) of the Trust Indenture Act and the compliance certificates required by Sec. 314(a)(4) and (c) of the Trust Indenture Act, any such certificates to be provided in the form, in the manner and at the times required by Sec. 314(a)(4) and (c) of the Trust Indenture Act (provided that any certificate to be provided pursuant to Sec. 314(a)(4) of the Trust Indenture Act shall be provided within 120 days of the end of each fiscal year of the Issuer). SECTION 2.5 Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee Agreement which relate to any of the matters set forth in Sec. 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given pursuant to Sec. 314(c) shall comply with Sec. 314(e) of the Trust Indenture Act. SECTION 2.6 Events of Default; Waiver. (a) Subject to Section 2.6(b), Holders of Preferred Securities may by vote of at least a Majority in liquidation amount of the Preferred Securities, (A) direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon by the Guarantee Trustee or (B) on behalf of the Holders of all Preferred Securities waive any past Event of Default and its consequences. Upon such waiver, any 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 Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. (b) The right of any Holder of Preferred Securities to receive payment of the Guarantee Payments in accordance with this Guarantee Agreement, or to institute suit for the enforcement of any such payment, shall not be impaired without the consent of each such Holder. SECTION 2.7 Disclosure of Information. The disclosure of information as to the names and addresses of the Holders of the Preferred Securities in accordance with Sec. 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not specifically refer to Sec. 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Sec. 312(b) of the Trust Indenture Act. SECTION 2.8 Conflicting Interest. The Declaration shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Guarantee Trustee. (a) This Guarantee Agreement shall be held by the Guarantee Trustee on behalf of the Issuer for the benefit of the Holders of the Preferred Securities. The Guarantee Trustee shall not transfer its right, title and interest in the Guarantee Agreement to any Person except a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee or to a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4. The right, title and interest of the Guarantee Trustee to the Guarantee Agreement shall vest automatically in each Person who may hereafter be appointed as Guarantee Trustee in accordance with Article IV. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. (b) If an Event of Default occurs and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders of the Preferred Securities. (c) This Guarantee Agreement and all moneys received by the Trust hereunder in respect of the Guarantee Payments will not be subject to any right, charge, security interest, lien or claim of any kind in favor of, or for the benefit of that Guarantee Trustee or its agents or their creditors. (d) The Guarantee Trustee shall after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the holders of the Preferred Securities, as their names and addresses appear upon the register, notice of all Events of Default known to the Guarantee Trustee, unless such defaults shall have been cured before the giving of such notice; provided that the Guarantee 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 Guarantee Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Preferred Securities. The Guarantee Trustee shall not be deemed to have knowledge of any default except any default as to which the Guarantee Trustee shall have received written notice or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice. (e) The Guarantee Trustee shall not resign as a Trustee unless a Successor Guarantee Trustee has been appointed and accepted that appointment in accordance with Article IV. SECTION 3.2 Certain Rights and Duties of the Guarantee Trustee. (a) The Guarantee Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6(a)), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement, and no implied covenants or obligations shall be read into this Guarantee Agreement against the Guarantee Trustee; and (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; (ii) The Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall have proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts; (iii) The Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Preferred Securities as provided herein relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) No provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Subject to the provisions of Section 3.2(a) and (b): (i) Whenever in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon a certificate, which shall comply with the provisions of Sec. 314(e) of the Trust Indenture Act, signed by any authorized officer of the Guarantor; (ii) The Guarantor Trustee (A) may consult with counsel (which may be counsel to the Guarantor or any of its Affiliates and may include any of its employees) selected by it in good faith and with due care and the advice or opinion of such counsel with respect to legal matters 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 and in accordance with such advice and opinion and (B) shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction; (iii) The Guarantee 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 Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it in good faith and with due care; (iv) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holders of Preferred Securities, unless such Holders shall have offered to the Guarantee Trustee reasonable security and indemnity against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction; provided that nothing contained in this clause (iv) shall relieve the Guarantee Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by this Guarantee Agreement, and to use the same degree of care and skill in this exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs; and (v) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders of the Preferred Securities and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action; and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act, or as to its compliance with any of the terms and provisions of this Guarantee Agreement, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action. SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee. The recitals contained in this Guarantee Agreement shall be taken as the statements of the Guarantor and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee Agreement. ARTICLE IV GUARANTEE TRUSTEE SECTION 4.1 Qualifications. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 4.1(a)(ii), 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 Guarantee Trustee shall cease to satisfy the requirements of clauses (i)-(ii) above, the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2. If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Sec. 310(b) of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall in all respects comply with the provisions of Sec. 310(b) of the Trust Indenture Act. Any corporation into which the Guarantee 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 Guarantee Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Guarantee Trustee, shall be a Successor Guarantee 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. SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee. (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1(a) has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor. (c) The Guarantee Trustee appointed to office shall hold office until his successor shall have been appointed or until its removal or resignation. (d) The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument (a "Resignation Request") in writing signed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that no such resignation of the Guarantee Trustee shall be effective until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1(a) has been appointed and has accepted such appointment by instrument executed by such Successor Guarantee Trustee and delivered to Guarantor and the resigning Guarantee Trustee. (e) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of a Resignation Request, the resigning Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a Successor Guarantee Trustee. ARTICLE V GUARANTEE SECTION 5.1 Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer) as and when due, to the Holders of record as of the date upon which such Guarantee Payments are due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders. SECTION 5.2 Waiver of Notice. The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights to (i) extend the interest payment period on the Debentures and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any extended interest payment period with respect to the Distributions (as defined in the Declaration) on the Preferred Securities and (ii) redeem or change the maturity date of the Debentures, in each case to the extent permitted by the Indenture. SECTION 5.3 Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities; (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. SECTION 5.4 Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce such Holder's rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee, or any other Person. SECTION 5.5 Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not merely of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer). SECTION 5.6 Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. SECTION 5.7 Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION SECTION 6.1 Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock, or any other securities similar to the Preferred Securities or the Debentures, or make any guarantee payments with respect thereto, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder or (ii) there shall have occurred and be continuing any event of default under the Indenture provided that the Guarantor will be permitted to pay dividends (and cash in lieu of fractional shares) upon the mandatory conversion of any of its preferred stock in accordance with the terms of such stock. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 5.10 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration. SECTION 6.2 Subordination. This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all other liabilities of the Guarantor, including the Debentures, except those made pari passu or subordinate by their terms, and (ii) senior to all capital stock now or hereafter issued by the Guarantor and to any guarantee now or hereafter entered into by the Guarantor in respect of any of its capital stock. ARTICLE VII TERMINATION SECTION 7.1 Termination. This Guarantee Agreement shall terminate and be of no further force and effect upon full payment of the Redemption Price of all Preferred Securities, upon the distribution of Debentures to Holders of Preferred Securities and Common Securities in exchange for all of the Preferred Securities and Common Securities or upon full payment of the amounts payable in accordance with the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to the Preferred Securities or this Guarantee Agreement. ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION SECTION 8.1 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Preferred Securities might properly be paid. SECTION 8.2 Indemnification. (a) To the fullest extent permitted by applicable law, the Guarantor shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Guarantee Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions. (b) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Guarantor prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Guarantor of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 8.2(a). ARTICLE IX MISCELLANEOUS SECTION 9.1 Successors and Assigns. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article Eight of the Indenture, the Guarantor shall not assign its obligations hereunder. SECTION 9.2 Amendments. Except with respect to any changes which do not adversely affect the rights of Holders (in which case no consent of Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in liquidation amount of the Preferred Securities. The provisions of Section 6.03 of the Declaration concerning meetings of Holders shall apply to the giving of such approval. SECTION 9.3 Notices. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: (a) if given to the Guarantor, to the address set forth below or such other address as the Guarantor may give notice of to the Holders: Ford Motor Company One American Road Dearborn, Michigan 48126 Facsimile No.: (313) 248-8049 Attention: Treasurer (b) if given to the Guarantee Trustee, to the address set forth below or such other address as the Guarantee Trustee may give notice to the Holders: JPMorgan Chase Bank 450 West 33rd Street, 14th Floor New York, New York 10001 Attention: Institutional Trust Services (c) if given to any Holder of Preferred Securities, at the address set forth on the books and records of the Issuer. All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. SECTION 9.4 Genders. The masculine, feminine and neuter genders used herein shall include the masculine, feminine and neuter genders. SECTION 9.5 Benefit. This Guarantee Agreement is solely for the benefit of the Holders and subject to Section 3. 1 (a) is not separately transferable from the Preferred Securities. SECTION 9.6 Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. SECTION 9.7 Counterparts. This Guarantee Agreement may be executed in counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same instrument. THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. FORD MOTOR COMPANY By: __________________________________ Name: Title: JPMORGAN CHASE BANK, as Guarantee Trustee By: __________________________________ Name: Title: EX-99.7 5 k67170ex99-7.txt EX-99.7 JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE FORD MOTOR COMPANY No. 1 6.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE DUE JANUARY 15, 2032 ________________________________________ 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 FORD MOTOR COMPANY CAPITAL TRUST II, or registered assigns, the principal sum of _________________________________ ($_____________) on January 15, 2032, and to pay interest thereon from January 30, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, subject to deferral as set forth herein, commencing April 15, 2002, at the rate of 6.50% per annum, plus Compounded Interest, if any, until the principal hereof is paid or made available for payment and, (to the extent that the payment of such interest shall be legally enforceable) at the rate of 6.50% per annum, compounded quarterly, on any overdue principal and premium and on any overdue installment of interest. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly interest period for which interest is computed, the amount of interest payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any Interest Payment Date is not a business day, then payment of interest payable on such date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 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 close of business on the fifteenth day (whether or not a business day), next preceding the relevant 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 this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any, on) and 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; provided, however, that, at the option of the Company, payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer of immediately available funds to an account maintained by the Person entitled thereto as specified in the Security Register, provided that proper transfer instructions have been received by the Company by the Regular Record Date; and provided further, that the payment of principal will only be made upon surrender of this Security to the Trustee. Notwithstanding the foregoing, so long as the owner and record holder of this Security is Ford Motor Company Capital Trust II, the payment of the principal of (and premium, if any, on) and interest (including Compounded Interest, if any) on this Security will be made at such place and to such account of the Trust as may be designated by the Property Trustee (as hereinafter defined). The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder of this Security, by his acceptance of the same, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions. 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 though fully set forth at this place. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, the Company has caused this Security to be signed by its Chairman of the Board, its President, one of its Executive Vice Presidents, Group Vice Presidents or Vice Presidents, its Treasurer or one of its Assistant Treasurers, and by its Secretary or one of its Assistant Secretaries, manually or in facsimile, and a facsimile of its corporate seal to be imprinted hereon. FORD MOTOR COMPANY By: _________________________________________ Name: Title: Assistant Treasurer By: _________________________________________ Name: Title: Assistant Secretary [Corporate Seal] Attest: ___________________________ 3 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By:_________________________________ Authorized Signatory Dated: ________________________ 4 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or Type Name and Address including Zip Code of Assignee) - -------------------------------------------------------------------------------- the within Security and all rights, thereunder, hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: _________________________________ NOTE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and must be guaranteed. 5 REVERSE OF SECURITY FORD MOTOR COMPANY 6.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE DUE JANUARY 15, 2032 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 January 30, 2002, (herein called the "Indenture"), among the Company and JPMorgan Chase Bank, as 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 Securities of the series designated on the face hereof, whose issuance on the date hereof is limited in aggregate principal amount to $5,154,639,176. The Securities of this series are subject to the defeasance and covenant defeasance provisions set forth in Article Fourteen of the Indenture. 1. Optional Redemption. Except as provided in the next paragraph, the Securities may not be redeemed by the Company prior to January 15, 2007. The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days' notice (provided that, so long as any Preferred Securities (as defined herein) are Outstanding, the Company shall give such notice no later than at such time so as to allow the Property Trustee (as defined herein) to comply with Section 4.02(b) of the Declaration (as defined herein)) by mail, at any time on or after January 15, 2007, as a whole or in part, at the election of the Company (an "Optional Redemption"), at the Redemption Prices indicated for the twelve-month periods beginning on January 15 in each of the following years (expressed as a percentage of the principal amount of the Security being redeemed), together with any accrued but unpaid interest, including Compounded Interest, if any, on the portion of the Security being redeemed, to the Redemption Date. 2

Year Redemption Price ---- ---------------- 2007 103.26% 2008 102.60% 2009 101.96% 2010 101.30% 2011 100.66% 2012, and thereafter 100.00%

The Company may not redeem any Securities in part unless all accrued and unpaid interest thereon (including Compounded Interest, if any) has been paid in full on all Outstanding Securities. The Company may not, in any case, redeem the Securities unless all accrued and unpaid interest thereon has been paid in full on all Outstanding Securities through the last Interest Payment Date before and including the Redemption Date. 2. Special Redemption. If, at any time, a Tax Event (as defined below) or an Investment Company Event (as defined below) shall occur and be continuing, the Company shall have the right at any time, upon not less than 30 nor more than 60 days' notice (provided that, so long as any Preferred Securities are Outstanding, the Company shall give such notice no later than at such time so as to allow the Property Trustee to comply with Section 4.02(b) of the Declaration), (i) in the case of an Investment Company Event, to redeem the Securities in whole but not in part, and (ii) in the case of a Tax Event, to redeem the Securities in whole or in part, in each case for cash, within 90 days following the occurrence of such Tax or Investment Company Event, as the case may be, at a Redemption Price equal to the principal amount of such Security plus any accrued and unpaid interest, including Compounded Interest, if any, to the date fixed for such redemption; provided that, if a Tax Event shall occur and be continuing, and the Company shall not have (i) redeemed all of the Securities pursuant to this paragraph or (ii) dissolved the Ford Motor Company Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), pursuant to Section 9.02(b) of the Amended and Restated Declaration of Trust of the Trust, dated January 30, 2002 (the "Declaration of Trust"), the Company shall pay from time to time to the Trust (and its permitted successors and assigns under the Declaration of Trust) for so long as the Trust (or its permitted successor or assignee) is the registered Holder of the Securities, such additional amounts (the "Additional Sums") as may be necessary in order that the amount of distributions (including any Additional Amounts (as defined in the Declaration of Trust)) then due and payable by the Trust on the trust preferred securities issued by the Trust (the "Preferred Securities") that at such time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any additional taxes, duties or other governmental charges to which the Trust has become subject from time to time as a result of a Tax Event. Whenever in this Security or in the Indenture there is a reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such context, Additional Sums are, were or 3 would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provision hereof shall not be construed as excluding Additional Sums in those provisions hereof where such express mention is not made; provided that the extension of an interest payment period pursuant to this Security shall not extend the payment of any Additional Sums that may be due and payable during such interest payment period. "Tax Event" means the receipt by the property trustee of the Trust (the "Property Trustee"), on behalf of the Trust, of an Opinion of Counsel, rendered by a law firm having a recognized national tax and securities law practice (which opinion shall not have been rescinded by such law firm), to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of issuance of any Preferred Securities, there is more than an insubstantial risk in each case after the date hereof that (i) the Trust is, or will be within 90 days of the date thereof, subject to United States federal income tax with respect to income received or accrued on the Securities, (ii) interest payable by the Company on the Securities is not, or within 90 days of the date thereof will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes or (iii) the Trust is, or will be within 90 days of the date thereof, subject to more than a de minimis amount of other taxes, duties or other governmental charges. "Investment Company Event" means the receipt by the Property Trustee, on behalf of the Trust, of an Opinion of Counsel, rendered by a law firm having a recognized national securities law practice (which opinion shall not have been rescinded by such law firm), to the effect that, as a result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, government agency or regulatory authority on or after the date of original issuance of the Preferred Securities, there is more than an insubstantial risk that the Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended. 3. Redemption Procedures. If the Securities are only partially redeemed by the Company pursuant to an Optional Redemption or as a result of a Tax Event as described above, the Securities will be redeemed pro rata or by lot or by any other method as the Trustee shall deem fair and appropriate. Notwithstanding the foregoing, if a partial redemption of the Securities would result in the delisting of the Preferred Securities by any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and will only redeem the Securities as a whole. 4 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. 4. Event of Default. 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. 5. Conversion. Subject to and upon compliance with the provisions contained herein, the Securities are convertible, at the option of the Holder, at any time before the close of business on January 15, 2032 (or, in the case of a Security called for redemption, prior to the close of business on the business day prior to the corresponding Redemption Date) into fully paid and nonassessable shares of common stock of the Company, par value $.01 per share ("Common Stock"), at an initial conversion rate of 2.8249 shares of Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price (as adjusted the "Conversion Price") of $17.70 per share of Common Stock), subject to adjustment as set forth herein. A Holder may convert any portion of the principal amount of Securities into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of Securities to be converted by the Conversion Price. All calculations under this paragraph shall be made to the nearest cent or 1/100 of a share, as the case may be. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares of Common Stock to provide for the conversion of the Securities from time to time as such Securities are presented for conversion; provided that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. 6. Conversion Procedures. In order to convert all or a portion of the Securities, the Holder thereof shall deliver to EquiServe Trust Company, N.A., as conversion agent, or such other conversion agent as the Company may appoint (the "Conversion Agent") an irrevocable Notice of Conversion (as defined below) setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Securities are definitive securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration of Trust to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and 5 directing the Conversion Agent (i) to exchange such Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Common Stock of the Company pursuant to the conversion provisions hereof and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities. Unless the shares of Common Stock issuable on conversion are to be issued in the same name as the name in which the Securities so to be converted are registered, the Securities surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or such Holder's duly authorized attorney (or the holder of Preferred Securities or such holder's duly authorized attorney, as the case may be) and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Company demonstrating that such taxes have been paid). "Notice of Conversion" means either (i) the notice to be given by a holder of the Securities to the Conversion Agent directing the Conversion Agent to exchange such Securities (or a portion thereof) for Common Stock or (ii) the notice to be given by a holder of Preferred Securities to the Conversion Agent directing the Conversion Agent to exchange such Preferred Securities for Securities and to convert such Securities into Common Stock on behalf of such holder, as the case may be. If a Security is surrendered after the close of business on any Regular Record Date and prior to opening of business on the corresponding Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in cash to the Person in whose name the Security is registered at the close of business on such Regular Record Date, and (other than a Security called for redemption on a redemption date occurring after such record date and prior to such interest payment date), when so surrendered for conversion, the Security must be accompanied by payment of an amount equal to the interest payable on such Security on such Interest Payment Date. A Holder of Securities on a Regular Record Date who (or whose transferee) tenders any such Securities for conversion into shares of Common Stock on the corresponding Interest Payment Date will receive the interest payable by the Company on such Securities on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Securities for conversion. Except as provided above, the Company shall make no payment or allowance for unpaid interest, whether or not in arrears, on converted Securities or for interest on the shares of Common Stock issued upon such conversion. As promptly as practicable after delivery to the Conversion Agent of the Notice of Conversion, the Company shall issue and shall deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons 6 entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the Notice of Conversion shall have been delivered to the Conversion Agent (the "Conversion Date"), and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date and such conversion shall be at the Conversion Price in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Notice of Conversion shall have been delivered to the Conversion Agent. All shares of Common Stock delivered upon conversion of the Securities will upon delivery be duly and validly issued and fully paid and nonassessable. No fractional shares or scrip representing fractions of shares of Common Stock will be issued upon conversion of the Securities. Instead of any fractional interest in a share of Common Stock that would otherwise be deliverable upon the conversion of a Security, the Company shall pay to the Conversion Agent an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price (as defined below) of such fractional interest on the Conversion Date, or, if such day is not a day on which any securities are traded on the national securities exchange or quotation system used to determine such Closing Price (a "Trading Day"), on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Securities or the holder of record of the Preferred Securities so converted. "Closing Price" with respect to any securities on any day shall mean the closing sale price, regular way, on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in each case on the New York Stock Exchange, or, if such security is not then listed or admitted to trading on such Exchange, on the principal national securities exchange or quotation system on which such security is quoted or listed or admitted to trading or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over-the-counter market on the date in question as reported by the National Quotation Bureau Incorporated, or a similarly generally accepted reporting service or, if not so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of the Company for that purpose or a price determined in good faith by the Board of Directors of the Company. The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at maturity of the proportion of 7 the Securities so converted and any unpaid interest (including Compounded Interest, if any) accrued on such Securities at the time of such conversion. In the event of the conversion of this Security in part only, a new Security or Securities of this series for the unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In effecting the conversion transactions described herein, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with the conversion provisions hereof and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the conversion provisions hereof and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount. 7. Conversion Price Adjustments. The Conversion Price shall be adjusted (without duplication) from time to time as follows: (a) In case the Company shall, while any of the Securities are outstanding, (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Securities thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which such Holder would have owned or have been entitled to receive immediately after the happening of any of the events described above had such Securities been converted immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this Section 7 (a) shall become effective immediately after the close of business on the record date in the case of a dividend or other distribution (except as provided below) and shall become effective immediately after the close of business on the effective date in the case of a subdivision, combination or reclassification (or immediately after the record date if a record date shall have been established for such event). (b) In case the Company shall issue, while any of the Securities are outstanding (i) rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined below) per share of Common Stock at the record date for the determination of shareholders entitled to receive such rights or warrants or (ii) shares of Common Stock or securities exercisable for (including rights or warrants other than those referred to in (i) above and Section 7 (c) below) or exchangeable or 8 convertible into shares of Common Stock at a price per share (or having an exercise, exchange or conversion price per share) less than the Current Market Price per share of Common Stock as of such record date, then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the date of issuance of such rights, warrants or shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) by (II) a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) (without giving effect to any such issuance) and (B), in the case of (i) above, the number of shares which the aggregate proceeds from the exercise of such rights or warrants for Common Stock or, in the case of (ii) above, the number of shares which the aggregate consideration receivable by the Company for the total number of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock) so issued would purchase at such Current Market Price, and the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of issuance of such rights, warrants or shares of Common Stock (or securities exercisable for or exchangeable or convertible into Common Stock) (without giving effect to any such issuance) and (B), in the case of (i) above, the number of additional shares of Common Stock offered for subscription or purchase or, in the case of (ii) above, the number of shares of Common Stock so issued or into which the exercisable, exchangeable or convertible securities may be exercised, exchanged or converted. Such adjustment shall be made successively whenever any such rights, warrants or shares of Common Stock (or securities exercisable for or exchangeable or convertible into Common Stock) are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants or, in the case of the issuance of Common Stock after the date of issuance thereof (or in the case of securities exercisable for or exchangeable or convertible into shares of Common Stock, the date on which holders may first exercise, exchange or convert the same in accordance with the respective terms thereof). In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock), there shall be taken into account any consideration received by the Company upon issuance and upon exercise of such rights or warrants or upon issuance of shares of Common Stock (or securities exercisable for or exchangeable or convertible into shares of Common Stock), the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company. The foregoing notwithstanding, no adjustment shall be made pursuant to this Section 7 (b) as a result of the issuance or sale of shares of Common Stock by the Company at a cash price (without deducting from such consideration any commissions, fees or expenses payable in connection therewith) not less than ninety-nine percent of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of a binding contract with respect to such sale or, if no such contract has been entered into, the last Current 9 Market Price of Common Stock on the Trading Day immediately preceding the date of the issuance of such Common Stock. (c) In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of its indebtedness, cash or assets (including securities but excluding (i) dividends or distributions paid exclusively in cash, (ii) any rights or warrants referred to in Section 7 (b)(i) above or, (iii) distributions of cash that would otherwise constitute a Fundamental Change (as defined herein) and be reflected in a resulting adjustment to the Conversion Price as provided in Section 8 hereof (any of the foregoing being hereinafter in this subparagraph (c) called the "Distributed Assets"), then in each such case, unless the Company elects to reserve shares or other units of such Distributed Assets for distribution to the Holders of the Securities upon the conversion of the Securities so that any such Holder converting Securities will receive upon such conversion, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Distributed Assets which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the Distributed Assets, converted his or her Securities into Common Stock (such election to be based upon a determination by the Board of Directors of the Company that such reservation will not materially adversely affect the interests of any Holder of Securities in any such reserved Distributed Assets), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the close of business on the record date for the determination of shareholders entitled to receive such distribution by (II) a fraction, the numerator of which shall be the Current Market Price per share of the Common Stock on such record date (the "Reference Date") less the then fair market value on the Reference Date (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed applicable to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of the Common Stock on the Reference Date. Such adjustment shall become effective immediately, except as provided herein, after the close of business on the Reference Date. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 7 (c) by reference to the actual or when issued trading market for any securities comprising such distribution, it must, in doing so, consider the prices in such market over the same period used in computing the Current Market Price per share of Common Stock. For purposes of this Section 7 (c), any dividend or distribution that includes shares of Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (i) a dividend or distribution of the evidence of indebtedness, shares of capital stock, cash or assets other than such shares of Common Stock or such rights or warrants (making any reduction of the Conversion Price required by this Section 7 (c)) immediately followed by (ii) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any further reduction of the Conversion Price required by Section 7 (a) or (b)), except that (A) the Reference Date of such dividend or distribution as defined in this subparagraph shall be substituted as "the record date in the case of a dividend or other distribution" and "the record date for 10 the determination of stockholders entitled to receive such rights or warrants" within the meaning of subparagraphs (a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed outstanding for purposes of calculating any adjustment of the Conversion Price in Section 7 (a). In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in the immediately preceding paragraph of this Section 7 (c) (including, without limitation, dividends or distributions referred to in the last sentence thereof), the Holder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution, shall also be entitled to receive for each share of Common Stock into which the Securities are converted, the portion of the Distributed Assets applicable to one share of Common Stock; provided that, at the election of the Company with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such Distributed Assets not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive). If any conversion of Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect to distribute to such Holder a due bill for the portion of Distributed Assets to which such Holder is so entitled; provided that such due bill (i) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of the Distributed Assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock and Class B stock, par value $0.01 per share (the "Class B Stock") cash (excluding regular quarterly dividends in cash that may from time to time be fixed by the Board of Directors of the Company, and distributions of cash (i) that would otherwise constitute a Fundamental Change and be reflected in a resulting adjustment to the Conversion Price as provided herein or (ii) as part of a distribution referred to in Section 7(c) hereof), in an aggregate amount (for purposes of this Section 7(d), the "Triggering Amount") that, combined together with (x) the aggregate amount of any other such distributions to all holders of Common Stock and Class B Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this paragraph (d) has been made, and (y) the aggregate of any cash plus the fair market value (as determined in good faith by the Board of Director of the Company, whose determination shall be conclusive) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Common Stock and/or Class B Stock concluded within the 12 months preceding the date of such distribution, and in respect of which no adjustment pursuant to paragraph (e) below has been made (for purposes of this Section 7(d), 11 the sum of the Triggering Amount and the amounts referred to in clauses (x) and (y) above is referred to as the "Total Distribution Amount"), exceeds 17.5% of the Market Capitalization (as defined below) on the record date with respect to such distribution, then and in each such case, immediately after the close of business on the fifth Trading Day after the "ex" date (as defined below), the Conversion Price shall be reduced so that the same shall equal the amount determined by multiplying the Conversion Price in effect immediately prior to the close of business on such date by a fraction, the numerator of which shall be equal to the Adjustment Date Market Price (as defined below), and the denominator of which shall be equal to the sum of (A) the Adjustment Date Market Price and (B) an amount equal to the quotient of (1) the Total Distribution Amount and (2) the number of shares of Common Stock and Class B Stock outstanding on such distribution date. Such decrease (if any) in the Conversion Price shall be given retroactive effect to the opening of business on the "ex" date. For purposes of Section 7(d) and (e) hereof, the "Adjustment Date Market Price" with respect to a distribution referred to in this Section 7(d) or a tender offer referred to in Section 7(e) below, shall be the average of the daily Closing Prices of Common Stock for the five consecutive Trading Days after the "ex" date related to such distribution or tender offer, as the case may be. The term "Market Capitalization" as of any time of determination means the product of the Current Market Price per share of Common Stock on such date multiplied by the number of shares of Common Stock and Class B Stock outstanding on such date. "Ex" date means (i) when used with respect to any issuance, dividend or distribution, the first date on which the Common Stock trades regular way on the New York Stock Exchange (or on such successor securities exchange as the Common Stock may be listed or in the relevant market from which the Closing Prices were obtained) without the right to receive such dividend or distribution, and (ii) when used with respect to any tender offer, the first date on which the Common Stock is quoted regular way on such securities exchange or in such market after the Tender Expiration Time (as defined herein) of such tender offer. However, in the event that the Triggering Amount applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of Common Stock on the record date with respect to such distribution, the Company shall have the option, in lieu of the foregoing adjustment, to make adequate provision so that each Holder shall have the right to receive, upon conversion of Securities, in addition to the shares of Common Stock to which such Holder is entitled, an amount in cash equal to (i)(A) the Total Distribution Amount, divided by (B) the number of shares of Common Stock and Class B Stock outstanding as of the record date with respect to such distribution, times (ii)(A) the principal amount of Securities so converted, divided by (B) the Conversion Price in effect on the record date with respect to such distribution. (e) In case a tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock and/or Class B Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to shareholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of 12 the last time (the "Tender Expiration Time") tenders could have been made pursuant to such tender offer (as it may be amended)) of an aggregate consideration having a fair market value (as determined in good faith by the Board of Director of the Company, whose determination shall be conclusive) (for purposes of this Section 7(e), the "Triggering Value") that, combined together with (x) the aggregate of the cash plus the fair market value, as of the Tender Expiration Time, of consideration payable in respect of any other tender offers, by the Company or any of its subsidiaries for all or any portion of the Common Stock and/or Class B Stock outstanding expiring within the 12 months preceding the Tender Expiration Time and in respect of which no adjustment pursuant to this Section 7(e) has been made, and (y) the aggregate amount of any distributions to all holders of Common Stock and Class B Stock made exclusively in cash within the 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to Section 7(d) has been made (for purposes of this Section 7(e), the sum of the Triggering Value and the amounts referred to in clauses (x) and (y) above is referred to as the "Total Distribution Value"), exceeds 17.5% of the Market Capitalization as of the Tender Expiration Time, then, and in each such case, immediately after the close of business on the fifth Trading Day after the "ex" date, the Conversion Price shall be adjusted so that the same shall equal the amount determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Tender Expiration Time by a fraction, the numerator of which shall be the Adjustment Date Capitalization (as defined below), and the denominator of which shall be the sum of the Adjustment Date Capitalization and the Total Distribution Value. "Adjustment Date Capitalization" shall mean the product of the Adjustment Date Market Price multiplied by the number of shares of Common Stock and Class B Stock outstanding on the date of determination of such Adjustment Date Market Price. Such decrease (if any) in the Conversion Price shall be given retroactive effect to the opening of business on the "ex" date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender offer had not been made. If the application of this Section 7(e) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 7(e). (f) Notwithstanding anything in Section 7 (b) and (c), if such exercisable, exchangeable or convertible securities, rights or warrants shall by their terms provide for an increase or increases with the passage of time or otherwise in the price payable to the Company upon the exercise thereof, the Conversion Price upon any such increase becoming effective shall forthwith be readjusted (but to no greater extent than originally adjusted by reason of such issuance or sale) to reflect the same. Upon the expiration or termination of such rights or warrants, if any such rights or warrants shall not have been exercised, and upon the expiration or termination of the exercise, exchange or conversion rights under such exercisable, exchangeable or convertible securities, if any such exercisable, exchangeable or 13 convertible securities shall not have been exercised, exchanged or converted, then the Conversion Price thereof shall forthwith be readjusted and thereafter be the rate which it would have been had an adjustment been made on the basis that (x) the only rights or warrants so issued or sold were those so exercised and they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such options, rights or warrants whether or not exercised and (y) the Company issued and sold a number of shares of Common Stock equal to those actually issued upon exercise of such exercisable, exchangeable or convertible securities, and such shares were issued and sold for a consideration equal to the aggregate exercise, exchange or conversion price actually paid at the respective dates of their exercise. An adjustment made pursuant to this Section 7 (f) shall be made on the next business day following the date on which any such issuance is made and shall be effective immediately after the close of business on such date. For purposes of Section 7 (b) and (c), the aggregate consideration received by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or securities exercisable for or exchangeable or convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise of such rights or warrants and conversion of any such exercisable, exchangeable or convertible securities into shares of Common Stock. (g) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 7 (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided further, any adjustment shall be required and made in accordance with the provisions set forth herein (other than this Section 7(g)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. All calculations hereunder shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest 1/100 of a share (with .005 of a share being rounded upward), as the case may be. Anything herein to the contrary notwithstanding, the Company shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required herein, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or a distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable. (h) For purposes of any computation under Section 7 (b), (c), (d) and (e), the "Current Market Price" per share of Common Stock on any date in question shall be deemed to be average of the daily Closing Prices for the ten consecutive Trading Days prior to the earlier of the day in question or, if applicable, the day before the "ex" date with respect to the issuance or distribution requiring such computation; provided that if another event occurs that would require an adjustment to the 14 Conversion Price pursuant to Section 7, the Board of Directors may make such adjustments to the Closing Prices during such ten Trading Day period as it deems appropriate to effectuate the intent of the adjustments herein, in which case any such determination by the Board of Directors shall be conclusive. 8. Fundamental Change. (a) In case the Company shall be a party to any transaction constituting a Fundamental Change (as defined below) (including without limitation a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Stock and excluding any transaction as to which Section 7 (a) above applies) (each of the foregoing being referred to as a "Transaction"), then appropriate provision shall be made as part of the terms of such transaction or series of transactions so that the Holder of each Security then outstanding shall have the right thereafter to convert such Security only into (A) if any such transaction does not constitute a Common Stock Fundamental Change (as hereinafter defined), the kind and amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after, in the case of a Non-Stock Fundamental Change (as hereinafter defined), giving effect to any adjustment in the Conversion Price required by the provisions which follow in subparagraph (i) of Section 8(c), and (B) if any such transaction constitutes a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions which follow in subparagraph (ii) of Section 8(c). The company formed by such consolidation or resulting from such merger or that acquires such assets or that acquires the Common Stock, as the case may be, shall enter into a supplemental indenture with the Trustee, satisfactory in form to the Trustee, the provisions of which establishes such right and provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The above provisions shall similarly apply to successive recapitalization, reclassifications, consolidations, mergers, sales, transfers or share exchanges. (b) Notwithstanding any other provisions in this Section 8 to the contrary, if any Fundamental Change (as hereinafter defined) occurs, then the Conversion Price in effect will be adjusted immediately following such Fundamental Change as described below in Section 8(c). (c) For purposes of calculating any adjustment to be made pursuant to this Section 8 in the event of a Fundamental Change, immediately following such Fundamental Change (and for such purposes a Fundamental Change shall be deemed to occur on the earlier of (a) the occurrence of such Fundamental Change and (b) the date, if any, fixed for determination of shareholders entitled to receive 15 the cash, securities, property or other assets distributable in such Fundamental Change to holders of the Common Stock): (i) in the case of a Non-Stock Fundamental Change, the Conversion Price per share of Common Stock immediately following such Non-Stock Fundamental Change shall be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other adjustments effected pursuant to this Section 8, and (B) the product of (1) the greater of the Applicable Price (as hereinafter defined) or the then applicable Reference Market Price (as hereinafter defined) and (2) a fraction the numerator of which shall be 100 and the denominator of which shall be the amount determined in the next sentence based on the date on which such Non-Stock Fundamental Change occurs. For the twelve month period beginning January 30, 2002, the denominator will be 106.5, and the denominator will decrease by 0.65 during each successive 12-month period; provided that the denominator shall in no event be less than 100. (ii) in the case of a Common Stock Fundamental Change, the Conversion Price per share of Common Stock immediately following the Common Stock Fundamental Change shall be the Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other adjustments effected pursuant to this Section 8, multiplied by a fraction, the numerator of which is the Purchaser Stock Price (as hereinafter defined) and the denominator of which is the Applicable Price; provided that, in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, paid with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of the Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash, if any, with respect to fractional interests) of the successor, acquiror or other third party, the Conversion Price per share of Common Stock immediately following such Common Stock Fundamental Change shall be the Conversion Price in effect immediately prior to such Common Stock Fundamental Change divided by the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of Common Stock as a result of such Common Stock Fundamental Change. (d) The following definitions shall apply to terms used in this Section 8: (i) "Applicable Price" shall mean (A) in the event of a Non-Stock Fundamental Change in which the holders of Common Stock receive only cash, the amount of cash receivable by a holder of one share of Common Stock and (B) in the event of any other Fundamental Change, the average of the Closing Prices for one share of Common Stock during the ten Trading Days immediately prior to the record date for the determination of the 16 holders of Common Stock entitled to receive cash, securities, property or other assets in connection with such Fundamental Change or, if there is no such record date, prior to the date upon which the holders of Common Stock shall have the right to receive such cash, securities, property or other assets. (ii) "Common Stock Fundamental Change" shall mean any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by the holders of Common Stock pursuant to such transactions consists of shares of common stock that, for the ten consecutive Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on the Nasdaq National Market; provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (A) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Securities continue to exist as outstanding Preferred Securities, or (B) the outstanding Preferred Securities continue to exist as Preferred Securities and are convertible into common stock of the successor to the Company. (iii) "Fundamental Change" shall mean the occurrence of any transaction or event or series of transactions or events pursuant to which all or substantially all of the Common Stock shall be exchanged for, converted into, acquired for or constitutes solely the right to receive cash, securities, property or other assets (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise); provided, however, in the case of a plan involving more than one such transaction or event, for purposes of adjustment of the Conversion Price, such Fundamental Change shall be deemed to have occurred when substantially all of the Common Stock has been exchanged for, converted into, or acquired for or constitutes solely the right to receive cash, securities, property or other assets, but the adjustment shall be based upon the consideration that the holders of Common Stock received in such transaction or event as a result of which more than 50% of the Common Stock shall have been exchanged for, converted into, or acquired for or shall constitute solely the right to receive such cash, securities, property or other assets. (iv) "Non-Stock Fundamental Change" shall mean any Fundamental Change other than a Common Stock Fundamental Change. (v) "Purchaser Stock Price" shall mean, with respect to any Common Stock Fundamental Change, the average of the Closing Prices for one share of the common stock received by holders of Common Stock in such Common Stock Fundamental Change during the ten Trading Days immediately prior to the record date for the determination of the holders of Common Stock entitled to receive such common stock or, if there is no such 17 record date, prior to the date upon which the holders of Common Stock shall have the right to receive such common stock. (vi) "Reference Market Price" shall initially mean $9.63 (which is an amount equal to 66-2/3% of the last reported sale price for the Common Stock on the New York Stock Exchange on January 24, 2002) and, in the event of any adjustment to the Conversion Price other than as a result of a Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the Conversion Price after giving effect to any such adjustment shall always be the same as the ratio of the initial Reference Market Price to the initial Conversion Price set forth in Section 5 hereof. (e) In determining the amount and type of consideration received by a holder of Common Stock in the event of a Fundamental Change, consideration received by a holder of Common Stock pursuant to a statutory right of appraisal will be disregarded. 9. Provisions Generally Applicable to Conversion Price Adjustments. In any case in which the conversion price adjustment provisions herein provide that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (A) issuing to the Holders of the Securities converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (B) paying to such Holder any amount in cash in lieu of any fraction as set forth herein. For purposes hereof, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. Notwithstanding any other provision herein to the contrary, the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any employee benefit plan or program of the Company or pursuant to any option, warrant or exercisable, exchangeable or convertible security (including, but not limited to, Class B Stock) outstanding as of January 24, 2002, shall not be deemed to constitute an issuance of Common Stock or exercisable, exchangeable or convertible securities by the Company to which any of the Conversion Price adjustment provisions hereof apply. There shall be no adjustment of the Conversion Price in case of the issuance of stock of the Company in a reorganization, acquisition or other similar transaction except as specifically set forth herein. If any action or transaction would require adjustment of the Conversion Price pursuant to more than one paragraph hereof, only one adjustment 18 shall be made and such adjustment shall be the amount of adjustment which has the highest absolute value. 10. Notice of Certain Events. If: (i) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than a dividend in cash that would not require an adjustment of the Conversion Price pursuant to Section 7(c) above); or (ii) the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or (iii) there shall be any reclassification of the Common Stock (other than an event to which Section 7 (a) (ii) or (iii) above applies) or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company, or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall, (a) if any Preferred Securities are outstanding, cause to be filed with the transfer agent for the Preferred Securities, and shall cause to be mailed to the holders of record of the Preferred Securities, at their last addresses as they shall appear upon the stock transfer books of the Trust or (b) cause to be mailed to the Holders of the Securities at their addresses as shown on the Securities Register, as promptly as possible, but at least 15 days prior to the applicable record or effective date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights or warrants are to be determined or (B) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, distribution, liquidation or winding up is expected to become effective and the date as of which it is expected, that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, distribution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described herein. 11. Notice of Adjustment to Conversion Price. Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly calculate such 19 adjustment and file with the Trustee, the transfer agent for the Preferred Securities and the Securities and the Conversion Agent an officers' certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts upon which such adjustment is based. Neither the Trustee nor the Property Trustee shall have any duty or obligation to make any of the calculations required to be made in Section 7 or 8 hereof or to verify or confirm the accuracy of any of such calculations. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which such adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Price to the Holders of the Securities and all record holders of Preferred Securities at his or her last address as shown on the Security Register or the stock transfer books of the Trust, as applicable. 12. Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee, with the consent of the Holders of not less than 66-2/3% in aggregate principal amount of the Securities of all series affected at the time Outstanding, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities; 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 on any Security, or reduce the principal amount thereof, or reduce the rate of payment of interest thereon, without the consent of the Holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Security then Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the Holders of the 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 (unless revoked as provided in the Indenture) 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. Subject to Article XIV of the Indenture, no reference herein to the Indenture (other than such Section) 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 on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. 13. Interest Deferral. So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time to extend the interest payment period of such 20 Securities for up to 20 consecutive quarterly interest periods (the "Extended Interest Payment Period"), at the end of which period the company shall pay all interest then accrued and unpaid (together with interest thereon at the rate of 6.50% per annum compounded quarterly to the extent permitted by applicable law ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the date of maturity or any redemption date of the Securities. During such Extended Interest Payment Period, the Company shall not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common or Class B stock, preferred stock or any other securities similar to the Preferred Securities or debt securities of the Company ranking equally in right of payment with or junior to the Securities, or make any guarantee payments with respect thereto; provided, however, that, during any such Extended Interest Payment Period, the Company may (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including capital stock, that rank equally with or junior to the securities on which such dividend, redemption, liquidation, interest, principal or guarantee payment is being made, (ii) pay dividends (and cash in lieu of fractional shares) upon the conversion, other than at the Company's option, of any of its preferred stock, in accordance with the terms of such stock (iii) make payments under the Guarantee (as defined in the Declaration of Trust), (iv) purchase Common Stock issued under any of the Company's benefit plans for its directors, officers or employees, (v) make payments or distributions in connection with a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) purchase fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged. Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Securities on any Interest Payment Date to Holders of record on the Regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period, provided that such Extended Interest Payment Period, together with all such further extensions thereof, shall not exceed 20 consecutive quarterly interest periods or extend beyond the date of maturity of any redemption date of the Securities. At the termination of any such Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest on this Security shall be due and payable during an Extended Interest Payment Period, except at the end thereof. At the end of the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Securities including any Compounded Interest which shall be payable to the Holders of the Securities in whose names the Securities are registered in the Security Register on the Regular Record Date for the first Interest Payment Date occurring on or after the end of the Extended Interest Payment Period. So long as the Property Trustee is the sole owner and holder of record of the Securities at the time the Company selects an Extended Interest Payment Period, the Company shall give both the Property Trustee and the Trustee written notice of 21 its selection of such Extended Interest Payment Period ten business days prior to the earlier of (i) the next succeeding date on which distributions on the Preferred Securities are payable or (ii) the date the Trust is required to give notice of the record date or the date such distributions are payable to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than one business day prior to such record date. The Company shall cause the Trust to give notice of the Company's selection of such Extended Interest Payment Period to the holders of Preferred Securities. If, as a result of an Early Termination Event (as defined in the Declaration of Trust), Securities have been distributed to holders of Preferred Securities, at the time the Company selects an Extended Interest Payment Period, the Company shall give the holders of Securities and the Trustee written notice of its selection of such Extended Interest Payment Period at least ten business days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to the New York Stock Exchange (if the Securities are then listed thereon) or other applicable self-regulatory organization or to holders of the Securities. 14. Agreed Tax Treatment. The Company and, by acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security, agree that for United States federal, state and local tax purposes it is intended that such Security constitute indebtedness. 15. Listing of Securities upon Distribution to Preferred Security Holders. In connection with the distribution of the Securities to the holders of the Preferred Securities upon an Early Termination Event, the Company will use its best efforts to list such Securities on the New York Stock Exchange or on such other exchange as the Preferred Securities are then listed and traded. 16. Transfer of Securities. 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 the Borough of Manhattan, the City and State of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Except as provided below, the Securities of this series are issuable only in registered form without coupons in denominations of $50 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. In connection with the distribution 22 of Securities to holders of the Preferred Securities in connection with an early termination event (as defined in the Declaration of Trust): (i) the Securities in certificated form may be presented to the Trustee by the Property Trustee in exchange for one or more Global Securities in an aggregate principal amount equal to the aggregate principal amount of all outstanding Securities, to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository, or its custodian, for crediting to the accounts of its participants pursuant to the procedures of the Depository. The Company upon any such presentation shall execute a Global Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture; and (ii) if any Preferred Securities are held in non book-entry certificated form, the Security in certificated form may be presented to the Trustee by the Property Trustee and any Preferred Security certificate which represents Preferred Securities other than Preferred Securities held by the Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Securities presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security certificates are presented to the Security Registrar for transfer or reissuance at which time such Non Book-Entry Preferred Security certificates will be canceled and a Security, registered in the name of the holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture. On issue of such Securities, Securities with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. 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 and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 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M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.3

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                               FORD MOTOR COMPANY
                                   as Sponsor,

                               JPMORGAN CHASE BANK
                              as Property Trustee,

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
                              as Delaware Trustee,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                          Dated as of January 30, 2002

                       FORD MOTOR COMPANY CAPITAL TRUST II











                                TABLE OF CONTENTS



                                                                                                               Page(s)
                                                                                                               -------
                                                                                                            
ARTICLE I DEFINED TERMS..............................................................................................2

         Section 1.01   Definitions..................................................................................2

ARTICLE II ESTABLISHMENT OF THE TRUST...............................................................................11

         Section 2.01   Name........................................................................................11
         Section 2.02   Office of the Delaware Trustee; Principal Place of Business.................................11
         Section 2.03   Organizational Expenses.....................................................................11
         Section 2.04   Issuance of the Preferred Securities........................................................11
         Section 2.05   Subscription and Purchase of Debentures; Issuance of the Common Securities..................12
         Section 2.06   Declaration of Trust........................................................................12
         Section 2.07   Authorization to Enter into Certain Transactions............................................13
         Section 2.08   Assets of the Trust.........................................................................17
         Section 2.09   Title to Trust Property.....................................................................17
         Section 2.10   Responsibilities of the Sponsor.............................................................17
         Section 2.11   Certain Covenants of the Sponsor............................................................18
         Section 2.12   Guarantee of Payment of Trust Obligations...................................................18
         Section 2.13   Execution of Documents......................................................................19

ARTICLE III PAYMENT ACCOUNT.........................................................................................19

         Section 3.01   Payment Account.............................................................................19

ARTICLE IV DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION..........................................................19

         Section 4.01   Distributions...............................................................................19
         Section 4.02   Optional Redemption, Mandatory Redemption and Special Event Redemption......................20
         Section 4.03   Conversion..................................................................................23
         Section 4.04   Subordination of Common Securities..........................................................25
         Section 4.05   Payment Procedures..........................................................................25
         Section 4.06   Tax Returns and Reports.....................................................................25
         Section 4.07   Payment of Taxes, Duties, Etc. of the Trust.................................................26
         Section 4.08   Payments under Indenture....................................................................26

ARTICLE V TRUST SECURITIES CERTIFICATES.............................................................................26

         Section 5.01   Initial Ownership...........................................................................26
         Section 5.02   The Trust Securities Certificates...........................................................26
         Section 5.03   Delivery of Trust Securities Certificates...................................................27
         Section 5.04   Registration of Transfer and Exchange of Preferred Securities; Restrictions on
                               Transfer.............................................................................27
         Section 5.05   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..........................29
         Section 5.06   Persons Deemed Securityholders..............................................................29






                                                                                                             
         Section 5.07   Access to List of Securityholders' Names and Addresses......................................29
         Section 5.08   Maintenance of Office or Agency.............................................................30
         Section 5.09   Appointment of Paying Agent.................................................................30
         Section 5.10   Ownership of Common Securities by Sponsor...................................................31
         Section 5.11   Global Certificates; Non-Global Certificates; Common Securities Certificate.................31
         Section 5.12   Notices to Clearing Agency..................................................................33
         Section 5.13   Definitive Preferred Securities Certificates................................................33
         Section 5.14   Rights of Securityholders...................................................................33

ARTICLE VI ACT OF SECURITYHOLDERS; MEETINGS; VOTING.................................................................34

         Section 6.01   Limitations on Voting Rights................................................................34
         Section 6.02   Notice of Meetings..........................................................................35
         Section 6.03   Meetings of Preferred Securityholders.......................................................35
         Section 6.04   Voting Rights...............................................................................35
         Section 6.05   Proxies, Etc................................................................................35
         Section 6.06   Securityholder Action by Written Consent....................................................36
         Section 6.07   Record Date for Voting and Other Purposes...................................................36
         Section 6.08   Acts of Securityholders.....................................................................36
         Section 6.09   Inspection of Records.......................................................................38

ARTICLE VII REPRESENTATIONS AND WARRANTIES..........................................................................38

         Section 7.01   Representations and Warranties of the Property Trustee and the Delaware Trustee.............38
         Section 7.02   Representations and Warranties of Sponsor...................................................39

ARTICLE VIII THE TRUSTEES...........................................................................................40

         Section 8.01   Certain Duties and Responsibilities.........................................................40
         Section 8.02   Notice of Defaults..........................................................................41
         Section 8.03   Certain Rights of Property Trustee..........................................................43
         Section 8.04   Not Responsible for Recitals or Issuance of Securities......................................45
         Section 8.05   May Hold Securities.........................................................................45
         Section 8.06   Compensation; Indemnity; Fees...............................................................46
         Section 8.07   Property Trustee Required; Eligibility of Trustees..........................................46
         Section 8.08   Conflicting Interests; Guarantee Described..................................................47
         Section 8.09   Resignation and Removal; Appointment of Successor...........................................47
         Section 8.10   Acceptance of Appointment by Successor......................................................49
         Section 8.11   Merger, Conversion, Consolidation or Succession to Business.................................50
         Section 8.12   Preferential Collection of Claims Against Sponsor or Trust..................................50
         Section 8.13   Reports by Property Trustee.................................................................50
         Section 8.14   Reports to the Property Trustee.............................................................51
         Section 8.15   Evidence of Compliance with Conditions Precedent............................................51
         Section 8.16   Number of Trustees..........................................................................51
         Section 8.17   Delegation of Power.........................................................................51
         Section 8.18   Appointment of Administrative Trustees......................................................52
         Section 8.19   Administrative Trustee Meetings.............................................................52
         Section 8.20   Outside Businesses..........................................................................53






                                                                                                              
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER......................................................................53

         Section 9.01   Dissolution upon Expiration Date............................................................53
         Section 9.02   Early Termination...........................................................................54
         Section 9.03   Termination.................................................................................54
         Section 9.04   Liquidation.................................................................................54
         Section 9.05   Mergers, Consolidations, Amalgamations or Replacements of the Trust.........................56

ARTICLE X MISCELLANEOUS PROVISIONS..................................................................................57

         Section 10.01  Limitation of Rights of Securityholders.....................................................57
         Section 10.02  Amendment...................................................................................57
         Section 10.03  Separability................................................................................58
         Section 10.04  Governing Law...............................................................................58
         Section 10.05  Payments Due on Non-Business Day............................................................59
         Section 10.06  Successors..................................................................................59
         Section 10.07  Headings....................................................................................59
         Section 10.08  Reports, Notices and Demands................................................................59
         Section 10.09  Trust Indenture Act; Conflict with Trust Indenture Act......................................60
         Section 10.10  Acceptance of Terms of Declaration, Guarantee and Indenture.................................60
         Section 10.11  Counterparts................................................................................61



EXHIBITS

Exhibit A  --  Common Securities Certificate

Exhibit B  --  Preferred Securities Certificate

Exhibit C  --  Notice of Conversion






                      FORD MOTOR COMPANY CAPITAL TRUST II*

                      Certain Sections of this Declaration
                      relating to Sections 310 through 318
                       of the Trust Indenture Act of 1939:



TRUST INDENTURE ACT SECTION                          DECLARATION SECTION

Section 310     (a)(1)                                         8.7

                (a)(2)                                         8.7

                (a)(4)                                         2.7(a)(ii)

                (b)                                            8.8

Section 311     (a)                                            8.12

                (b)                                            8.12

Section 312     (a)                                            5.7

                (b)                                            5.7

                (c)                                            5.7

Section 313     (a)                                            8.13(a)

                (c)                                            10.8

                (d)                                            8.13(c)

                (a)(4)                                         8.13(b)

                (b)                                            8.13(b)

Section 314     (a)                                            8.14

                (b)                                            Not Applicable

                (c)(1)                                         8.15

                (c)(2)                                         8.15




                (c)(3)                                         Not Applicable

                (d)                                            Not Applicable

                (e)                                            1.1, 8.15

Section 315     (a)                                            8.1(a), 8.3(a)

                (b)                                            8.2, 10.8

                (c)                                            8.1(a)

                (d)                                            8.1, 8.3

                (e)                                            Not Applicable

Section 316     (a)                                            Not Applicable

                (a)(1)(A)                                      Not Applicable

                (a)(1)(B)                                      Not Applicable

                (a)(2)                                         Not Applicable

                (b)                                            Not Applicable

                (c)                                            6.7

Section 317     (a)(1)                                         Not Applicable

                (b)                                            5.9

Section 318     (a)                                            10.10




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





                  AMENDED AND RESTATED DECLARATION OF TRUST, dated as of January
30, 2002 among (i) Ford Motor Company, a Delaware corporation (including any
successors or assigns, the "Sponsor"), (ii) JPMorgan Chase Bank, a New York
corporation, as property trustee (in such capacity, the "Property Trustee" and,
in its personal capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) Chase Manhattan Bank USA, National Association, a national
banking association, as Delaware trustee (in such capacity, the "Delaware
Trustee") and (iv) Elizabeth S. Acton, an individual, and Ann Marie Petach, an
individual, each of whose address is c/o Ford Motor Company, One American Road,
Dearborn, Michigan 48126, (each, an "Administrative Trustee" and, collectively,
the "Administrative Trustees" and, collectively with the Property Trustee and
Delaware Trustee, the "Trustees"). The Sponsor and the Trustees hereby agree as
follows:

                              W I T N E S S E T H:

                  WHEREAS, the Sponsor, the Delaware Trustee and Douglas J.
Cropsey and Louis J. Ghilardi, as administrative trustees, have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into a Declaration of Trust, dated as of November 30,
2001 (the "Original Declaration"), and by the execution and filing by the
Delaware Trustee and Douglas J. Cropsey and Louis J. Ghilardi, as administrative
trustees, with the Secretary of State of the State of Delaware of a certificate
of trust, filed on November 30, 2001, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust (as defined herein) and investing the proceeds thereof in
the Debentures (as defined herein);

                  WHEREAS, prior to the date hereof, by action of the Sponsor
and as mutually agreed upon by the affected parties, Elizabeth S. Acton and Ann
Marie Petach were appointed as administrative trustees of the Trust in
substitution of Douglas J. Cropsey and Louis J. Ghilardi;

                  WHEREAS, as of the date hereof, no interests in the Trust have
been issued; and

                  WHEREAS, the Sponsor and the Trustees desire to amend and
restate the Original Declaration in its entirety as set forth herein to provide
for, among other things, (i) the issuance and sale of the Common Securities (as
defined herein) by the Trust to the Sponsor, (ii) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust pursuant to the
Underwriting Agreement (as defined herein) and (iii) the acquisition by the
Trust from the Sponsor of all of the right, title and interest in the
Debentures;

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of the
other party and for the benefit of the Holders (as defined herein) of the
Preferred Securities, hereby amends and restates the Original Declaration in its
entirety and agrees as follows:


                                   ARTICLE I

                                  DEFINED TERMS

Section 1.01      Definitions

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


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

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

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

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

                  "Act" has the meaning specified in Section 6.08.

                  "Additional Amount" means, with respect to Trust Securities of
a given Liquidation Amount and a given period, the amount of Compounded Interest
(as defined in the Debentures) paid by the Sponsor on a Like Amount of
Debentures for such period.

                  "Additional Sums" means, with respect to the Trust Securities,
the amount of Additional Sums (as defined in the Debentures) paid by the Sponsor
on the Debentures.

                  "Administrative Trustee" means each of Elizabeth S. Acton and
Ann Marie Petach, each solely in her capacity as Administrative Trustee of the
Trust continued hereunder and not in her individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor in interest in such capacity, or any successor administrative trustee
appointed as herein provided.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person, provided, however that an Affiliate
of the Sponsor shall not be deemed to include the Trust. For the purposes of
this definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.



                                      -2-


                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Certificate or beneficial interest therein, the
rules and procedures of the Clearing Agency for such security, in each case to
the extent applicable to such transaction and as in effect from time to time.

                  "Authorized Officer" of a Person means any Person that is
authorized to bind such Person.

                  "Bank" has the meaning specified in the preamble to this
Declaration.

                  "Bankruptcy Event" means, with respect to any Person:

                  (a)   the entry of a decree or order by a court having
                        jurisdiction in the premises judging such Person as
                        bankrupt or insolvent, or approving as properly filed a
                        petition seeking reorganization, arrangement,
                        adjudication or composition of or in respect of such
                        Person under any applicable federal or state bankruptcy,
                        insolvency, reorganization or other similar law, or
                        appointing a receiver, liquidator, assignee, trustee,
                        sequestrator (or other similar official) of such Person
                        or of any substantial part of its property or ordering
                        the winding-up or liquidation of its affairs, and the
                        continuance of any such decree or order unstayed and in
                        effect for a period of 60 consecutive days; or

                  (b)   the institution by such Person of proceedings to be
                        adjudicated as bankrupt or insolvent, or the consent by
                        it to the institution of bankruptcy or insolvency
                        proceedings against it, or the filing by it of a
                        petition or answer or consent seeking reorganization or
                        relief under any applicable federal or state bankruptcy,
                        insolvency, reorganization or other similar law, or the
                        consent by it to the filing of any such petition or to
                        the appointment of a receiver, liquidator, assignee,
                        trustee, sequestrator (or similar official) of such
                        Person or of any substantial part of its property, or
                        the making by it of an assignment for the benefit of
                        creditors, or the admission by it in writing of its
                        inability to pay its debts generally as they become due
                        and its willingness to be adjudicated a bankrupt, or the
                        taking of corporate action by such Person in furtherance
                        of any such action.

                  "Board of Directors" means either the board of directors of
the Sponsor or any committee of that board duly authorized to act hereunder.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not (1) a day on which banking institutions in the City of
New York are authorized or obligated by law or executive order to remain closed
or (2) a day on which the Corporate Trust Office of the Property Trustee or the
corporate trust office of the Debenture Trustee is closed for business.

                  "Certificate Depository Agreement" means the Letter of
Representations by the Trust and accepted by The Depository Trust Company, as
the initial Clearing Agency, dated as


                                      -3-


of the Closing Date, relating to the Preferred Securities Certificates, as the
same may be amended and supplemented from time to time.

                  "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended, that has been designated to act as depositary for the
Preferred Securities pursuant to the Certificate Depository Agreement. The
Depository Trust Company will be the initial Clearing Agency.

                  "Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" means a Time of Delivery (as defined in the
Underwriting Agreement).

                  "Commission" means 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, then the body performing such duties at such time.

                  "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit A.

                  "Common Securities Purchase Agreement" means (i) the Common
Securities Purchase Agreement, dated as of January 30, 2002, between the Trust
and the Sponsor, or (ii) the Common Securities Purchase Agreement, dated as of
the Second Time of Delivery (as defined in the Underwriting Agreement) between
the Trust and the Sponsor, if any, or both, as the context requires.

                  "Common Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount with respect to the assets
of the Trust of $50 and having the rights provided therefor in this Declaration,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

                  "Common Stock" means common stock, $0.01 par value per share,
of the Sponsor.

                  "Conversion Agent" has the meaning specified in Section
4.03(c).

                  "Conversion Date" has the meaning specified in Section
4.03(b).

                  "Conversion Price" has the meaning specified in Section
4.03(a).

                  "Corporate Trust Office" means the corporate trust office of
the Property Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
450 West 33rd Street, 14th Floor, New York, New York 10001, Attention:
Institutional Trust Services.



                                      -4-


                  "Current Market Price", with respect to Common Stock, means,
on any day, the closing sale price, regular way, on such day or, in case no such
sale takes place on such day, the average of the reported closing bid and asked
prices, regular way, in each case on the New York Stock Exchange, or, if Common
Stock is not then listed or admitted to trading on the New York Stock Exchange
on such day, the principal national securities exchange or quotation system on
which Common Stock is quoted or listed or admitted to trading or, if not quoted
or listed or admitted to trading on any national securities exchange or
quotation system, the average of the closing bid and asked prices of Common
Stock on the over-the-counter market on the day in question as reported by the
National Quotation Bureau Incorporated, or a similar generally accepted
reporting service or, if not so available in such manner as furnished by any New
York Stock Exchange member firm selected from time to time by the Board of
Directors for that purpose or, if not so available in such manner, as otherwise
determined in good faith by the Board of Directors.

                  "Debenture Event of Default" means an "Event of Default" as
defined in the Indenture.

                  "Debenture Purchase Agreement" means (i) the Debenture
Purchase Agreement, dated as of January 30, 2002, between the Trust and the
Sponsor, or (ii) the Debenture Purchase Agreement, dated as of the Second Time
of Delivery (as defined in the Underwriting Agreement), between the Trust and
the Sponsor, if any, or both, as the context requires.

                  "Debenture Redemption Date" means, with respect to any
Debentures to be redeemed under the Indenture, the date fixed for redemption
thereof under the Indenture.

                  "Debenture Trustee" means the Person identified as the
"Trustee" in the Indenture, solely in its capacity as Trustee pursuant to the
Indenture and not in its individual capacity, or its successor in interest in
such capacity, or successor Trustee appointed as provided in the Indenture.

                  "Debentures" means up to $5,154,639,176 aggregate principal
amount of the Sponsor's 6.50% junior subordinated convertible debentures due
January 15, 2032 issued pursuant to the Indenture.

                  "Declaration" means this Amended and Restated Declaration of
Trust, as the same may be modified, amended or supplemented in accordance with
the applicable provisions hereof, including all exhibits hereto, including, for
all purposes of this Declaration any such modification, amendment or supplement,
the provisions of the Trust Indenture Act that are deemed to be a part of and
govern this Declaration and any such modification, amendment or supplement,
respectively.

                  "Definitive Preferred Securities Certificates" means either or
both (as the context requires) of (a) Preferred Securities Certificates that are
not Global Certificates issued in certificated, fully registered form as
provided in Section 5.11(b) and (b) Preferred Securities Certificates that are
not Global Certificates issued in certificated, fully registered form as
provided in Section 5.13.



                                      -5-


                  "Delaware Business Trust Act" means Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. ss.ss. 3801 et seq., as it may be amended from
time to time.

                  "Delaware Trustee" means the Person identified as the
"Delaware Trustee" in the preamble to this Declaration solely in its capacity as
Delaware Trustee of the Trust continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Delaware trustee appointed as herein provided.

                  "Direct Action" has the meaning specified in Section 6.08(e).

                  "Distribution Date" has the meaning specified in Section 4.01.

                  "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01(a).

                  "Early Termination Event" has the meaning specified in Section
9.02.

                  "Event of Default" means the occurrence of a Debenture Event
of Default, whatever the reason for such Debenture 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.

                  "Expiration Date" has the meaning specified in Section 9.01.

                  "Global Certificate" means a Preferred Security Certificate
that is registered in the Security Register in the name of a Clearing Agency or
a nominee thereof.

                  "Guarantee" means the Guarantee Agreement executed and
delivered by the Sponsor and JPMorgan Chase Bank, a New York corporation, as
guarantee trustee, contemporaneously with the execution and delivery of this
Declaration, for the benefit of the Holders of the Preferred Securities, as
amended from time to time.

                  "Holder" means a Person in whose name a Trust Securities
Certificate representing a Trust Security is registered, such Person being a
beneficial owner within the meaning of the Delaware Business Trust Act.

                  "Indenture" means the Indenture, dated as of January 30, 2002
between the Sponsor and the Debenture Trustee, as amended or supplemented from
time to time.

                  "Lien" means any lien, pledge, charge, encumbrance, mortgage,
deed of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

                  "Like Amount" means (a) with respect to a redemption of any
Trust Securities, Trust Securities having an aggregate Liquidation Amount equal
to the principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture, the proceeds of which will be used to pay the
applicable Redemption Price of such Trust Securities, (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a



                                      -6-


dissolution or liquidation of the Trust, Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Trust Securities of the Holder
to whom such Debentures are distributed, and (c) with respect to any
distribution of Additional Amounts to Holders of Trust Securities, Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.

                  "Liquidation Amount" means an amount with respect to the
assets of the Trust equal to $50 per Trust Security.

                  "Liquidation Date" means each date on which Debentures or cash
are to be distributed to Holders of Trust Securities in connection with a
dissolution and liquidation of the Trust pursuant to Section 9.04(a).

                  "Liquidation Distribution" has the meaning specified in
Section 9.04(d).

                  "1940 Act" means the Investment Company Act of 1940, as
amended.

                  "Notice of Conversion" means the notice given by a Holder of
Trust Securities to the Conversion Agent directing the Conversion Agent to
exchange such Trust Security for Debentures and to convert such Debentures into
Common Stock on behalf of such Holder. Such notice is substantially in the form
set forth in Exhibit C.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person or, if such Person
is an individual, signed by such Person. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Declaration shall include:

                  (a)   a statement that each officer signing the Officers'
                        Certificate has read the covenant or condition and the
                        definitions relating thereto;

                  (b)   a brief statement of the nature and scope of the
                        examination or investigation undertaken by each officer
                        in rendering the Officers' Certificate;

                  (c)   a statement that each officer has made such examination
                        or investigation as, in such officer's opinion, is
                        necessary to enable such officer to express an informed
                        opinion as to whether or not such covenant or condition
                        has been complied with; and

                  (d)   a statement as to whether, in the opinion of each such
                        officer, such condition or covenant has been complied
                        with.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Trust, the Property Trustee or the Sponsor, and who may
be an employee of any thereof and who shall be reasonably acceptable to the
Property Trustee. Any Opinion of Counsel delivered with respect to compliance
with a condition or covenant provided for in this Declaration shall include:



                                      -7-


                  (a)   a statement that each individual signing the Opinion of
                        Counsel has read the covenant or condition and the
                        definitions relating thereto;

                  (b)   a brief statement of the nature and scope of the
                        examination or investigation undertaken by each
                        individual in rendering the Opinion of Counsel;

                  (c)   statement that each individual has made such examination
                        or investigation as is necessary to enable such
                        individual to express an informed opinion as to whether
                        or not such covenant or condition has been complied
                        with; and

                  (d)   a statement as to whether, in the opinion of each such
                        individual, such condition or covenant has been complied
                        with.

                  "Optional Redemption Price" means, except as set forth below,
with respect to the Preferred Securities, the following percentages of the
Liquidation Amounts thereof, and accumulated and unpaid Distributions (including
any Additional Amounts (to the extent not otherwise included)), if any, to the
date fixed for redemption if redeemed during the twelve-month period commencing
January 15, in each of the following years indicated:



                               Year                           Redemption Price
                                                           
                               2007                               103.26%
                               2008                               102.60%
                               2009                               101.96%
                               2010                               101.30%
                               2011                               100.66%
                               2012 and thereafter                100.00%


In the event of a redemption of Trust Securities upon the occurrence of a
Special Event or upon the occurrence of a mandatory redemption (whether at
maturity or upon acceleration of the Debentures), Trust Securities shall be
redeemed at the redemption price of $50 per Trust Security and all accumulated
and unpaid Distributions, if any to the date fixed for redemption.

                  "Original Declaration" has the meaning specified in the
recitals to this Declaration.

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

                  (a)   Trust Securities theretofore canceled by the Security
                        Registrar or delivered to the Security Registrar for
                        cancellation or tendered for conversion;

                  (b)   Trust Securities for whose payment or redemption money
                        in the necessary amount has been theretofore deposited
                        with the Property Trustee or any Paying Agent for the
                        Holders of such Trust Securities; provided that, if




                                      -8-


                        such Trust Securities are to be redeemed, notice of such
                        redemption has been duly given pursuant to this
                        Declaration; and

                  (c)   Trust Securities which have been paid or in exchange for
                        or in lieu of which other Trust Securities have been
                        executed and delivered pursuant to Section 5.05;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Trust Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Trust
Securities owned by the Sponsor, any Administrative Trustee or any Affiliate of
the Sponsor or any Administrative Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Trust Securities that an officer of such Trustee
involved in the administration of this Declaration actually knows to be so owned
shall be so disregarded and (b) the foregoing shall not apply at any time when
all of the Outstanding Trust Securities are owned by the Sponsor, one or more of
the Administrative Trustees and/or any such Affiliate. Trust Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Security Registrar the pledgee's
right so to act with respect to such Trust Securities and that the pledgee is
not the Sponsor, any Administrative Trustee or any Affiliate of the Sponsor or
any Administrative Trustee.

                  "Owner" means each Person who is the beneficial owner of
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

                  "Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.09.

                  "Payment Account" means a segregated non-interest bearing
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee shall
make payments to the Securityholders in accordance with Section 4.01. The
Payment Account shall be an account that is maintained with a banking
institution (which may be the Property Trustee) the rating on whose long-term
unsecured indebtedness is at least equal to the rating assigned to the Preferred
Securities by a "nationally recognized statistical rating organization," as that
term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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

                  "Preferred Securities Certificate" means a certificate
evidencing ownership of Preferred Securities, substantially in the form attached
as Exhibit B.



                                      -9-


                  "Preferred Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount with respect to the assets
of the Trust of $50 and having the rights provided therefor in this Declaration,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

                  "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Declaration solely
in its capacity as Property Trustee of the Trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

                  "Redemption Date" means, with respect to any Trust Security to
be redeemed, each Debenture Redemption Date.

                  "Redemption Price" means, with respect to any Trust Security,
$50 per Trust Security, plus accumulated and unpaid Distributions (including any
Additional Amounts) to the date of redemption.

                  "Relevant Trustee" has the meaning specified in Section
8.09(a).

                  "Securities Act" means the Securities Act of 1933, as amended.
                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 5.04.

                  "Securityholder" has the same meaning as "Holder."

                  "Special Event" means a Tax Event or an Investment Company
Event (each as set forth in the Debentures).

                  "Sponsor" has the meaning specified in the preamble to this
Declaration.

                  "Successor Delaware Trustee" has the meaning specified in
Section 8.09(c).

                  "Successor Property Trustee" has the meaning specified in
Section 8.09(b).

                  "Successor Securities" has the meaning specified in Section
9.05.

                  "Trust" means the Delaware business trust continued hereby and
identified on the cover page of this Declaration.

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

                  "Trust Property" means (a) the Debentures, (b) any cash on
deposit in, or owing to, the Payment Account and (c) all proceeds and rights in
respect of the foregoing to be held by



                                      -10-


the Property Trustee pursuant to the terms of this Declaration for the benefit
of the Securityholders.

                  "Trust Securities Certificate" means any one of the Common
Securities Certificates, the Global Certificates or the Preferred Securities
Certificates.

                  "Trust Security" means any one of the Common Securities or the
Preferred Securities.

                  "Trustees" has the meaning specified in the preamble to this
Declaration.

                  "Underwriting Agreement" means the Underwriting Agreement
dated as of January 24, 2002 for the offering and sale of the Preferred
Securities.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

                  Section 2.01 Name

                  The Trust continued by this Declaration shall be known as
"Ford Motor Company Capital Trust II," as such name may be modified from time to
time by the Administrative Trustees following written notice to the Holders of
Trust Securities and the other Trustees. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.

                  Section 2.02 Office of the Delaware Trustee; Principal Place
of Business

                  The address of the Delaware Trustee in the State of Delaware
is c/o JPMorgan Chase, 500 Stanton Christiana Road, Floor 3/OPS4, Newark,
Delaware 19713, Attention: Institutional Trust Services, or such other address
in the State of Delaware as the Delaware Trustee may designate by written notice
to the Securityholders and the Sponsor. The principal executive office of the
Trust is c/o Ford Motor Company, One American Road, Dearborn, Michigan 48126.

                  Section 2.03 Organizational Expenses

                  The Sponsor shall pay organizational expenses of the Trust as
they arise or shall, upon request of any Trustee, promptly reimburse such
Trustee for any such expenses paid by such Trustee. The Sponsor shall make no
claim upon the Trust Property for the payment of such expenses.

                  Section 2.04 Issuance of the Preferred Securities

                  On January 24, 2002, the Sponsor, both on its own behalf and
on behalf of the Trust, pursuant to the Original Declaration, executed and
delivered the Underwriting Agreement, which action is hereby ratified and
confirmed on behalf of the Trust. The Administrative Trustees shall, on behalf
of the Trust, issue Preferred Securities having such terms as are set forth



                                      -11-


in this Declaration. On each Closing Date, an Administrative Trustee, on behalf
of the Trust, shall execute in accordance with Section 5.02 one or more
permanent Global Certificates in definitive, fully registered form which shall
be delivered to the Clearing Agency or a nominee thereof or a custodian therefor
and registered in the name of the Clearing Agency or a nominee thereof, in an
aggregate amount sold as provided in the Underwriting Agreement, against receipt
of the purchase price of such Preferred Securities of $50 per Preferred
Security, which amount the Administrative Trustees shall promptly deliver to the
Property Trustee. The number of Preferred Securities represented by a Global
Certificate may from time to time be increased or decreased by adjustments made
on the records of the Property Trustee, as Security Registrar, whereupon the
Property Trustee, in accordance with Applicable Procedures, shall instruct the
Clearing Agency or its authorized representative to make a corresponding
adjustment to its records as hereinafter provided.

                  Section 2.05 Subscription and Purchase of Debentures; Issuance
of the Common Securities

                  On each Closing Date, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.02 and deliver to the
Sponsor a single Common Securities Certificate registered in the name of the
Sponsor, in the aggregate amount acquired by the Sponsor on such Closing Date
pursuant to the applicable Common Securities Purchase Agreement against receipt
of the purchase price of such Common Securities from the Sponsor in the amount
of $50 per Common Security, which amount the Administrative Trustees shall
promptly deliver to the Property Trustee. Contemporaneously therewith, the
Administrative Trustees, on behalf of the Trust, shall on such Closing Date
subscribe to and purchase from the Sponsor the Debentures, registered in the
name of the Property Trustee (in its capacity as such) and having an aggregate
principal amount equal to the aggregate Liquidation Amount of Preferred
Securities and Common Securities acquired on such Closing Date and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Sponsor the sum of the amounts
delivered on such Closing Date to the Property Trustee pursuant to (i) the third
sentence of Section 2.04, and (ii) the first sentence of this Section 2.05.

                  Section 2.06 Declaration of Trust

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, (b) to distribute the Trust's income as provided in this
Declaration and (c) to engage in only those other activities necessary or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust. The Sponsor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent expressly set forth herein,
and the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise


                                      -12-


any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act and shall not be entitled to exercise any powers
or have any of the duties and responsibilities of the Administrative Trustees or
the Property Trustee described in this Declaration.

                  Section 2.07 Authorization to Enter into Certain Transactions.

                  (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Declaration. Subject to the limitations set
forth in Section 2.06 and paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the Trustees shall have the exclusive
power, duty and the authority to cause the Trust to engage in the following
activities:

                      (i) As among the Trustees, each Administrative Trustee
         (and no other Trustee) shall have the power and authority to act on
         behalf of the Trust, acting alone or jointly, with respect to the
         following matters:

                          (A) to issue and sell the Trust Securities, provided,
                  however, that the Trust may issue no more than one series of
                  Preferred Securities and no more than one series of Common
                  Securities, and, provided, further, that there shall be no
                  interests in the Trust other than the Trust Securities, and
                  the issuance of Trust Securities shall be limited to
                  simultaneous issuances of both Preferred Securities and Common
                  Securities on each Closing Date in accordance with the
                  provisions of the Underwriting Agreement and the applicable
                  Common Securities Purchase Agreement subject to the issuance
                  of Trust Securities pursuant to Section 5.05 and Successor
                  Securities pursuant to Section 9.05;

                          (B) to cause the Trust to enter into, and to execute,
                  deliver and perform on behalf of the Trust, each Common
                  Securities Purchase Agreement, the Certificate Depository
                  Agreement and each Debenture Purchase Agreement;

                          (C) to assist in the registration of the Preferred
                  Securities under the Securities Act, and under state
                  securities or blue sky laws, and the qualification of this
                  Declaration as a trust indenture under the Trust Indenture
                  Act;

                          (D) to assist in the listing of the Preferred
                  Securities upon such securities exchange or exchanges as shall
                  be determined by the Sponsor and the registration of the
                  Preferred Securities under the Securities Exchange Act of
                  1934, as amended, and the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing (only to the extent that such listing or
                  registration is requested by the Sponsor);

                          (E) to appoint a Paying Agent, a Security Registrar
                  and an authenticating agent in accordance with this
                  Declaration;



                                      -13-



                          (F) to the extent provided in this Declaration, to
                  wind up the affairs of and liquidate the Trust and prepare,
                  execute and file the certificate of cancellation with the
                  Secretary of State of the State of Delaware;

                          (G) to execute and deliver letters, documents or
                  instruments with the Clearing Agency relating to the Preferred
                  Securities;

                          (H) to obtain a CUSIP number for the Preferred
                  Securities;

                          (I) to establish a record date with respect to all
                  actions to be taken hereunder that require a record date be
                  established, including and with respect to, for the purposes
                  of Section 316(c) of the Trust Indenture Act, Distributions,
                  voting rights, and redemptions and to issue relevant notices
                  to the Holders of Preferred Securities and Holders of Common
                  Securities as to such actions and applicable record dates;

                          (J) to bring or defend, pay, collect, compromise,
                  arbitrate, resort to legal action, or otherwise adjust claims
                  or demands of or against the Trust, unless pursuant to the
                  terms of this Declaration, the Property Trustee has the
                  exclusive power to take such action;

                          (K) to employ or otherwise engage employees and agents
                  (who may be designated as officers with titles) and managers,
                  contractors, advisors, and consultants and pay reasonable
                  compensation for such services;

                          (L) to give the certificate required by Section
                  314(a)(4) of the Trust Indenture Act to the Property Trustee,
                  which certificate may be executed by any Administrative
                  Trustee;

                          (M) to incur expenses that are necessary or incidental
                  to carry out any of the purposes of the Trust;

                          (N) to execute all documents or instruments, perform
                  all duties and powers, and do all things for and on behalf of
                  the Trust in all matters necessary or incidental to the
                  foregoing; and

                          (O) to take any action incidental to the foregoing as
                  the Trustees may from time to time determine is necessary or
                  advisable to give effect to the terms of this Declaration
                  including, but not limited to:

                              (I) causing the Trust not to be deemed to be an
                          "investment company" required to be registered under
                          the 1940 Act;

                              (II) causing the Trust to be classified for United
                          States federal income tax purposes as a grantor trust;
                          and

                                      -14-


                              (III) cooperating with the Sponsor to ensure that
                          the Debentures will be treated as indebtedness of the
                          Sponsor for United States federal income tax purposes;
                          provided that such action does not adversely affect in
                          any material respect the interests of Securityholders
                          except as otherwise provided in Section 10.02(a).

                     (ii) As among the Trustees, the Property Trustee shall
         have the power, duty and authority to act on behalf of the Trust only
         with respect to the following matters:

                          (A) the establishment and maintenance of the Payment
                  Account;

                          (B) the receipt of and taking legal title to the
                  Debentures;

                          (C) the collection of interest, principal and any
                  other payments made in respect of the Debentures in the
                  Payment Account;

                          (D) the distribution from the Trust Property of
                  amounts owed to the Securityholders in respect of the Trust
                  Securities;

                          (E) the exercise of all of the rights, powers and
                  privileges of a holder of the Debentures;

                          (F) the sending of notices of default, other notices
                  and other information regarding the Trust Securities and the
                  Debentures to the Securityholders in accordance with this
                  Declaration;

                          (G) the distribution of the Trust Property in
                  accordance with the terms of this Declaration;

                          (H) to the extent provided in this Declaration, the
                  winding up of the affairs of and liquidation of the Trust and
                  the preparation, execution and filing of the certificate of
                  cancellation with the Secretary of State of the State of
                  Delaware;

                          (I) after an Event of Default, the taking of any
                  action incidental to the foregoing as is necessary or
                  advisable or as the Property Trustee may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Declaration and protect and conserve the Trust
                  Property for the benefit of the Securityholders (without
                  consideration of the effect of any such action on any
                  particular Securityholder);

                          (J) subject to this Section 2.07(a)(ii), the Property
                  Trustee shall have none of the duties, liabilities, powers or
                  the authority of the Administrative Trustees set forth in
                  Section 2.07(a)(i); and

                                      -15-


                          (K) to act as Paying Agent and/or Security Registrar
                  to the extent appointed as such hereunder.

                  (b) So long as this Declaration remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trust shall not, and the Trustees shall
not and shall cause the Trust not to (i) invest any proceeds received by the
Trust from holding the Debentures (rather, the Trustees shall distribute all
such proceeds to the Securityholders pursuant to the terms of this Declaration
and the Trust Securities), acquire any investments or engage in any activities
not authorized by this Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iii) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States federal income tax purposes, (iv)
make any loans or incur any indebtedness for borrowed money or issue any other
debt, (v) take or consent to any action that would result in the placement of a
Lien on any of the Trust Property, (vi) possess any power or otherwise act in
such a way as to vary the Trust assets or the terms of the Trust Securities in
any way whatsoever except as permitted by the terms of this Declaration, or
(vii) issue any securities or other evidences of beneficial ownership of, or
beneficial interest in, the Trust other than the Trust Securities. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

                  (c) In connection with the issue and sale of the Preferred
Securities, the Sponsor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following actions
(and any actions taken by the Sponsor in furtherance of the following prior to
the date of this Declaration are hereby ratified and confirmed in all respects):

                      (i) to file with the Commission and to execute on behalf
         of the Trust a registration statement on the appropriate form in
         relation to the Preferred Securities, including any amendments thereto;

                      (ii) to determine the states and foreign jurisdictions in
         which to take appropriate action to qualify or register for sale all or
         part of the Preferred Securities and to do any and all such acts, other
         than actions which must be taken by or on behalf of the Trust, and
         advise the Trustees of actions they must take on behalf of the Trust,
         and prepare for execution and filing any documents to be executed and
         filed by the Trust or on behalf of the Trust, as the Sponsor deems
         necessary or advisable in order to comply with the applicable laws of
         any such states and foreign jurisdictions;

                      (iii) to the extent necessary, to prepare for filing by
         the Trust with the Commission and to execute on behalf of the Trust a
         registration statement on Form 8-A relating to the registration of the
         Preferred Securities under Section 12(b) or 12(g) of the Securities
         Exchange Act of 1934, as amended, including any amendments thereto;



                                      -16-


                      (iv) to prepare for filing by the Trust an application to
         the New York Stock Exchange or any other national stock exchange or the
         Nasdaq National Market for listing upon notice of issuance of any
         Preferred Securities; and

                      (v) any other actions necessary or incidental to carry out
         any of the foregoing activities.

                  (d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or taxed as a
corporation for United States federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Sponsor for United States
federal income tax purposes. In this connection, the Sponsor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust or this Declaration, that each of the
Sponsor and the Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes, so long as such action does not
adversely affect in any material respect the interests of the Holders of the
Preferred Securities except as otherwise provided in Section 10.02(a).

                  Section 2.08 Assets of the Trust

                  The assets of the Trust shall consist of only the Trust
Property.

                  Section 2.09 Title to Trust Property

                  Legal title to all Trust Property shall be vested at all times
in the Property Trustee (in its capacity as such) and shall be held and
administered by the Property Trustee for the benefit of the Trust and the
Securityholders in accordance with this Declaration. Each Securityholder shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

                  Section 2.10 Responsibilities of the Sponsor

                  (a) In connection with the issue and sale of the Preferred
Securities, the Sponsor is hereby appointed an agent of the Trust pursuant to
Section 3806(b)(7) of the Business Trust Act and in such capacity shall have the
exclusive right and responsibility to engage in the following activities:

                      (i) to prepare a prospectus relating to the offering of
         Preferred Securities by the Trust and to prepare for filing by the
         Trust with the Commission, and execute on behalf of the Trust, a
         registration statement on Form S-3 or on another appropriate form
         (including, if appropriate, a registration statement under Rule 462(b)
         of the Securities Act) and any pre-effective or post-effective
         amendments thereto, relating to the registration under the Securities
         Act of the Preferred Securities;

                      (ii) to determine the states in which to take appropriate
         action to qualify or register for sale all or part of the Preferred
         Securities and to do any and all such acts, other than actions which
         must be taken by the Trust, and advise the Trust of actions




                                      -17-


         it must take, and prepare for execution and filing any documents to be
         executed and filed by the Trust, as the Sponsor deems necessary or
         advisable in order to comply with the applicable laws of any such
         states;

                      (iii) to negotiate the terms of, and execute on behalf of
         the Trust, the Underwriting Agreement providing for the sale of the
         Preferred Securities; and

                      (iv) to execute and deliver letters, documents or
         instruments on behalf of the Trust with any Clearing Agency.

                  (b) The Sponsor must exercise the powers set forth in this
Section 2.10 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 2.06, and the Sponsor shall not take any action
that is inconsistent with the purposes and functions of the Trust set forth in
Section 2.06.

                  (c) Subject to this Section 2.10, the Sponsor shall have none
of the powers or the authority of the Property Trustee set forth in Article
VIII.

                  Section 2.11 Certain Covenants of the Sponsor

                  (a) On each Closing Date, the Sponsor will purchase all of the
Common Securities issued by the Trust that shall represent an aggregate
Liquidation Amount of no less than 3% of the aggregate Liquidation Amount of the
Trust Securities being purchased on such Closing Date;

                  (b) The Sponsor shall maintain directly or indirectly 100%
ownership of the Common Securities, provided that certain successors that are
permitted by the Indenture may succeed to the Sponsor's ownership of the Common
Securities; and

                  (c) The Sponsor will use its reasonable efforts, consistent
with the terms and provisions of this Declaration, to cause the Trust to remain
classified as a grantor trust and not as an association taxable as a corporation
for United States federal income tax purposes.

                  Section 2.12 Guarantee of Payment of Trust Obligations

                  (a) Subject to the terms and conditions of this Section 2.12,
the Sponsor, in its capacity as Sponsor and not as a Holder, hereby irrevocably
and unconditionally guarantees to each Person to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all costs, expenses or liabilities of the Trust
(other than obligations of the Trust to make payments to holders of a Trust
Security pursuant to the terms thereof) ("Obligations") to such Beneficiaries.
The Sponsor, in its capacity as Sponsor and not as a Holder, shall pay any and
all taxes (other than United States withholding taxes attributable to the Trust
or its assets) and all liabilities, costs and expenses with respect to such
taxes of the Trust.

                  (b) The agreement of the Sponsor in Section 2.12(a) is
intended to be for the benefit of, and to be enforceable by, all such
Beneficiaries, whether or not such Beneficiaries have received notice hereof.



                                      -18-


                  (c) The agreement of the Sponsor set forth in Section 2.12(a)
shall terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all Holders
of all the Preferred Securities (whether upon redemption, liquidation, exchange
or otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that such agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any Holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any Obligation, under the Guarantee or under this
Declaration for any reason whatsoever. Such agreement is continuing,
irrevocable, unconditional and absolute.

                  Section 2.13 Execution of Documents

                   Unless otherwise determined by the Sponsor or the
Administrative Trustees, and except as otherwise required by the Delaware
Business Trust Act, the Trust Indenture Act or this Declaration, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to
execute pursuant to this Declaration.

                                  ARTICLE III

                                 PAYMENT ACCOUNT

                  Section 3.01 Payment Account

                  (a) On or prior to the Closing Date, the Property Trustee
shall establish the Payment Account. Except as set forth in Section 5.09 hereof,
the Property Trustee and any agent of the Property Trustee shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Declaration. All monies and other property deposited or
held from time to time in the Payment Account shall be held by the Property
Trustee in the Payment Account for the exclusive benefit of the Securityholders
and for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

                  (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest on, and any
other payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV

                 DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

                  Section 4.01 Distributions

                  (a) Distributions on the Trust Securities shall be cumulative,
and shall accrue from the date of original issuance, or the most recent
Distribution Date (as defined herein) and, except in the event that the Sponsor
exercises its right to defer the payment of interest on the

                                      -19-


Debentures pursuant to the Debentures, shall be payable quarterly in arrears on
January 15, April 15, July 15 and October 15 of each year, commencing on April
15, 2002 (which dates correspond to the interest payment dates on the
Debentures), when, as and if available for payment by the Property Trustee, as
further described in Section 4.01(c). In the event that the Sponsor exercises
its right to defer the payment of interest on the Debentures pursuant to the
Debentures, Distributions on the Trust Securities shall be deferred for a
corresponding period and shall be payable in arrears on the date of the
corresponding interest payment on the Debentures, when, as and if available for
payment by the Property Trustee, as further described in Section 4.01(c). If any
date on which Distributions are otherwise payable on the Trust Securities is not
a Business Day, then the payment of such Distributions shall be made on the next
succeeding day which is a Business Day (and no interest shall accrue for the
period from and after such date until the next succeeding Business Day) with the
same force and effect as if made on such date (each date on which Distributions
are payable in accordance with this Section 4.01(a), a "Distribution Date").

                  (b) The Trust Securities represent undivided beneficial
interests in the Trust Property, and the Distributions on the Trust Securities
shall be payable at a rate of 6.50% per annum of the Liquidation Amount of the
Trust Securities, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. The amount of Distributions payable for any
period shall be computed on the basis of a 360-day year of twelve 30-day months.
For periods less than a full month, Distributions shall reflect interest on
Debentures computed on the basis of the actual number of elapsed days based on a
360-day year. The amount of Distributions payable for any period shall include
the Additional Amounts, if any.

                  (c) Distributions on the Trust Securities shall be made by the
Property Trustee from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Distributions.

                  (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Security Register for the Trust Securities on the relevant record date, which
shall be the date which is the fifteenth day (whether or not a Business Day)
next preceding such Distribution Date.

                  Section 4.02 Optional Redemption, Mandatory Redemption and
Special Event Redemption

                  (a) Upon an optional redemption of Debentures, the proceeds
from such redemption shall be applied to redeem Trust Securities having an
aggregate Liquidation Amount equal to the aggregate principal amount of the
Debentures so redeemed by the Sponsor at the Optional Redemption Price. Upon a
Special Event redemption or a mandatory redemption (whether at maturity or upon
acceleration of the Debentures) of Debentures, the proceeds from such redemption
shall be applied to redeem Trust Securities having an aggregate Liquidation
Amount equal to the aggregate principal amount of the Debentures so redeemed by
the Sponsor, at the Redemption Price.

                                      -20-


                  (b) Notice of redemption (which notice will be irrevocable)
shall be given by the Property Trustee by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
the Sponsor and each Holder of Trust Securities to be redeemed, at such Holder's
address as it appears in the Security Register. All notices of redemption shall
state:

                      (i) the Redemption Date;

                      (ii) the Redemption Price or the Optional Redemption
         Price, as the case may be;

                      (iii) the CUSIP number;

                      (iv) if less than all of the Outstanding Trust Securities
         are to be redeemed, the identification and the aggregate Liquidation
         Amount of the particular Trust Securities to be redeemed;

                      (v) (A) that a Holder of Preferred Securities who desires
         to convert such Preferred Securities called for redemption must satisfy
         the requirements for conversion contained in Section 4.03 below and (B)
         the Conversion Price;

                      (vi) that, on the Redemption Date, the Redemption Price or
         the Optional Redemption Price, as the case may be, will become due and
         payable upon each such Trust Security to be redeemed and that
         Distributions thereon will cease to accrue on and after said date; and

                      (vii) the place or places where such Trust Securities are
         to be surrendered for payment of the Redemption Price or the Optional
         Redemption Price, as the case may be.

                  (c) The Trust Securities redeemed on each Redemption Date
shall be redeemed at the Redemption Price or the Optional Redemption Price, as
the case may be, with the proceeds from the contemporaneous redemption of
Debentures. Redemptions of the Trust Securities shall be made and the Redemption
Price or the Optional Redemption Price, as the case may be, shall be payable on
each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price or
the Optional Redemption Price, as the case may be. The Property Trustee shall be
fully protected and shall not incur any liability in making any overpayment or
excess deposit with the Clearing Agency on any Redemption Date which may arise
as a result of the election by a Holder to convert Trust Securities in
accordance with Section 4.03 below.

                  (d) If the Property Trustee gives a notice of redemption
pursuant to Section 4.02(b) in respect of any Preferred Securities, then, by
12:00 noon, New York City time, on the Redemption Date, subject to Section
4.02(c), the Property Trustee will, so long as and to the extent the Preferred
Securities are in book-entry-only form, irrevocably deposit with the Clearing
Agency for the Preferred Securities funds sufficient to pay the applicable
Redemption Price. If the Preferred Securities are no longer in book-entry only
form, the Property Trustee, subject to Section 4.02(c), will irrevocably deposit
with the Paying Agent funds sufficient to pay the

                                      -21-



applicable Redemption Price or Optional Redemption Price, as the case may be, on
such Preferred Securities held in certificated form and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price or the
Optional Redemption Price, as the case may be, to the Holders thereof upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Security Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required,
then, upon the date of such deposit, all rights of Securityholders holding Trust
Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price or the Optional Redemption
Price, as the case may be, but without interest on such Optional Redemption
Price or Redemption Price, and such Trust Securities will cease to be
Outstanding. In the event that any date on which any Redemption Price or the
Optional Redemption Price, as the case may be, is payable is not a Business Day,
then payment of the Redemption Price or the Optional Redemption Price, as the
case may be, payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay), with the same force and effect as if made on such date.

                  (e) If less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Amounts) among the Common Securities and the Preferred Securities
that are to be redeemed. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption, by lot or by such other method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $50 or an integral multiple of $50 in excess thereof) of
the Liquidation Amount of the Preferred Securities. The Property Trustee shall
promptly notify the Security Registrar and the Conversion Agent in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed; it being understood that, in the case of Preferred
Securities registered in the name of and held of record by the Clearing Agency
(or any successor) or any nominee of the Clearing Agency or any successor, the
distribution of the proceeds of such redemption will be made in accordance with
the procedures of the Clearing Agency or its nominee. For all purposes of this
Declaration, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the aggregate Liquidation Amount of Preferred Securities which has been or is to
be redeemed. In the event of any redemption in part, the Trust shall not be
required to (i) issue, register the transfer of or exchange any Preferred
Security during a period beginning at the opening of business 15 days before any
selection for redemption of Preferred Securities and ending at the close of
business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all holders of Preferred Securities to be so
redeemed or (ii) register the transfer of or exchange any Preferred Securities
so selected for redemption, in whole or in part, except for the unredeemed
portion of any Preferred Securities being redeemed in part.



                                      -22-


                  Section 4.03 Conversion

                  The Holders of Trust Securities, subject to the limitations
set forth in this Section, shall have the right at any time prior to the close
of business on January 15, 2032 (or, in the case of Trust Securities called for
redemption, prior to the close of business on the Business Day prior to the
Redemption Date), at their option, to cause the Conversion Agent to convert
Trust Securities, on behalf of the converting Holders, into shares of Common
Stock in the manner described herein on and subject to the following terms and
conditions:

                  (a) The Trust Securities will be convertible into fully paid
         and nonassessable shares of Common Stock pursuant to the Holder's
         direction to the Conversion Agent to exchange such Trust Securities for
         a Like Amount of the Debentures, and immediately convert such amount of
         Debentures into fully paid and nonassessable shares of Common Stock at
         the conversion rate then applicable to the Debentures after taking
         account of any adjustments to such rate provided for in the Debentures
         (as so adjusted, the "Conversion Price").

                  (b) In order to convert Trust Securities into Common Stock,
         the Holder of such Trust Securities shall submit to the Conversion
         Agent an irrevocable Notice of Conversion to convert Trust Securities
         on behalf of such Holder, together, if the Trust Securities are in
         certificated form, with such certificates. The Notice of Conversion
         shall (x) set forth the number of Trust Securities to be converted and
         the name or names, if other than the Holder, in which the shares of
         Common Stock should be issued and (y) direct the Conversion Agent (a)
         to exchange such Trust Securities for a portion of the Debentures held
         by the Property Trustee (at the rate of exchange specified in the
         preceding paragraph (a)) and (b) to immediately convert such
         Debentures, on behalf of such Holder, into Common Stock (at the
         conversion rate specified in the preceding paragraph (a)). The
         Conversion Agent shall notify the Property Trustee in writing of the
         Holder's election to exchange Trust Securities for a portion of the
         Debentures held by the Property Trustee and the Property Trustee shall,
         upon receipt of such notice, deliver to the Conversion Agent the
         appropriate principal amount of Debentures for exchange in accordance
         with this Section. The Conversion Agent shall thereupon notify the
         Sponsor of the Holder's election to convert such Debentures into shares
         of Common Stock. Holders of Trust Securities at the close of business
         on a Distribution payment record date will be entitled to receive the
         Distribution paid on such Trust Securities on the corresponding
         Distribution Date notwithstanding the conversion of such Trust
         Securities following such record date but prior to such Distribution
         Date; provided, however, that each Holder of Trust Securities to be
         exchanged for Debentures to be converted into Common Stock (other than
         a Trust Security called for redemption on a Redemption Date occurring
         after such record date and prior to such Distribution Date) shall
         deliver to the Property Trustee, for subsequent payment to the
         Conversion Agent in connection with the exchange and conversion of such
         Trust Securities, an amount equal to such Distribution payable on such
         Trust Securities on such Distribution Date. The Property Trustee shall
         have no liability to any Person with respect to the failure by any
         Holder of a Trust Security to deliver such amount to the Property
         Trustee. Except as provided above, neither the Trust nor the Sponsor
         will make, or be required to make, any payment, allowance or adjustment
         upon any conversion on account of any accumulated and unpaid


                                      -23-


         Distributions whether or not in arrears accrued on the Trust Securities
         surrendered for conversion, or on account of any accumulated and unpaid
         dividends on the shares of Common Stock issued upon such conversion.
         Trust Securities shall be deemed to have been converted immediately
         prior to the close of business on the day on which an irrevocable
         Notice of Conversion relating to such Trust Securities is received by
         the Conversion Agent in accordance with the foregoing provision (the
         "Conversion Date"). The Person or Persons entitled to receive the
         Common Stock issuable upon conversion of the Debentures shall be
         treated for all purposes as the record holder or holders of such Common
         Stock on the Conversion Date, unless the stock transfer books of the
         Sponsor shall be closed on the Conversion Date in which event such
         Person or Persons shall be deemed to have become such holder or holders
         of record at the close of business on the next succeeding day on which
         such stock transfer books are open. As promptly as practicable on or
         after the Conversion Date, the Sponsor shall issue and deliver, or
         shall cause to be issued and delivered, at the office of the Conversion
         Agent a certificate or certificates for the number of full shares of
         Common Stock issuable upon such conversion, together with the cash
         payment, if any, in lieu of any fraction of any share pursuant to
         Section 4.03(d) to the Person or Persons entitled to receive the same,
         unless otherwise directed by the Holder in the Notice of Conversion,
         and the Conversion Agent shall distribute such certificate or
         certificates and cash to such Person or Persons.

                  (c) The Sponsor initially appoints EquiServe Trust Company,
         N.A., not in its individual capacity but solely as conversion agent
         (the "Conversion Agent"), for the purpose of effecting the conversion
         of Trust Securities in accordance with this Section 4.03. In effecting
         the conversion and transactions described in this Section 4.03, the
         Conversion Agent shall be acting as agent of the Holders of Trust
         Securities directing it to effect such conversion transactions. The
         Conversion Agent is hereby authorized to (i) exchange Trust Securities
         from time to time for Debentures held by the Trust in connection with
         the conversion of such Trust Securities in accordance with this Section
         and (ii) convert all or a portion of the Debentures into Common Stock
         and thereupon to deliver such shares of Common Stock in accordance with
         the provisions of this Section 4.03 and to deliver to the Property
         Trustee any new Debenture or Debentures for any resulting unconverted
         principal amount delivered to the Conversion Agent by the Debenture
         Trustee.

                  (d) No fractional shares of Common Stock will be issued as a
         result of conversion, but, in lieu thereof, such fractional interest
         will be paid in cash by the Sponsor to the Conversion Agent in an
         amount equal to the Current Market Price of the fractional share of the
         Common Stock, and the Conversion Agent will in turn make such payment
         to the Holder or Holders of Trust Securities so converted.

                  (e) Nothing in this Section 4.03 shall limit the requirement
         of the Trust to withhold taxes pursuant to the terms of the Trust
         Securities or as set forth in this Agreement or otherwise required of
         the Property Trustee or by law or the Trust to pay any amounts on
         account of such withholdings.



                                      -24-


                  Section 4.04 Subordination of Common Securities

                  Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price (or the applicable Optional Redemption
Price) of, the Trust Securities, as applicable, shall be made pro rata based on
the Liquidation Amount of such Trust Securities; provided, however, that if on
any Distribution Date or Redemption Date an Event of Default shall have occurred
and be continuing, (i) no payment of any Distribution (including Additional
Amounts, if applicable) on, or the Redemption Price of, any Common Security, and
no other payment on account of the redemption, liquidation or other acquisition
of Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price (or the applicable Optional Redemption Price) the full amount of such
Redemption Price (or applicable Optional Redemption Price) on all Outstanding
Preferred Securities then called for redemption, shall have been made or
provided for, and (ii) all funds immediately available to the Property Trustee
shall first be applied to the payment in full in cash of all Distributions (or
the applicable Additional Amounts, if applicable) on, or the Redemption Price
(or the applicable Optional Redemption Price) of, Preferred Securities then due
and payable.

                  Section 4.05 Payment Procedures

                  Payments in respect of the Preferred Securities shall be made
by (i) check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register, (ii) wire transfer of immediately
available funds to an account maintained by the Person entitled thereto as
specified in the Security Register or (iii), if the Preferred Securities are
held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, in accordance with the Certificate
Depository Agreement, on the applicable Distribution Dates. Payments in respect
of the Common Securities shall be made in such manner as shall be mutually
agreed between the Property Trustee and the Holder of the Common Securities.

                  Section 4.06 Tax Returns and Reports

                  The Administrative Trustees shall prepare (or cause to be
prepared), at the Sponsor's expense, and file (or cause to be filed) all United
States federal, state and local tax and information returns and reports required
to be filed by or in respect of the Trust. In this regard, the Administrative
Trustees shall (a) prepare and file (or cause to be prepared or filed) Form 1041
or the appropriate Internal Revenue Service form required to be filed in respect
of the Trust in each taxable year of the Trust and (b) prepare and furnish (or
cause to be prepared and furnished) to each Securityholder a Form 1099 or the
appropriate Internal Revenue Service form required to be furnished to such
Securityholder or the information required to be provided on such form. The
Administrative Trustees shall provide (or cause to be provided) the Sponsor and
the Property Trustee with a copy of all such returns, reports and schedules
promptly after such filing or furnishing. The Trustees shall comply with United
States federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities. To the extent that the Trust is required to withhold and pay
over any amounts to any authority with respect to Distributions or



                                      -25-


allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any
claimed over withholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding (but not by the amount of any liability imposed
on the Trust as withholding agent).

                  Section 4.07 Payment of Taxes, Duties, Etc. of the Trust

                  Upon receipt under the Debentures of Additional Sums, the
Property Trustee, upon receipt of written notice and direction from the Sponsor
or the Administrative Trustees, shall promptly pay from such Additional Sums any
taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes), as indicated in such notice, imposed on the Trust by the
United States or any other taxing authority.

                  Section 4.08 Payments under Indenture

                  Any amount payable hereunder to any Holder of Preferred
Securities (and any Owner with respect thereto) shall be reduced by the amount
of any corresponding payment such Holder (or Owner) has directly received
pursuant to the Indenture in accordance with the terms of Section 6.08 hereof.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

                  Section 5.01 Initial Ownership

                  Upon the formation of the Trust and until the issuance of the
Trust Securities, and at any time during which no Trust Securities are
Outstanding, the Sponsor shall be the sole beneficial owner of the Trust.

                  Section 5.02 The Trust Securities Certificates

                  The Preferred Securities Certificates shall be issued in
minimum denominations of $50 Liquidation Amount and integral multiples of $50 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $50 Liquidation Amount and integral multiples thereof. The
consideration received by the Trust for the issuance of the Trust Securities
shall constitute a contribution to the capital of the Trust and shall not
constitute a loan to the Trust. The Trust Securities Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee and the Preferred Securities Certificates shall be
authenticated by the Property Trustee. Trust Securities Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefit of this Declaration,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A



                                      -26-


transferee of a Trust Securities Certificate shall become a Securityholder, and
shall be entitled to the rights and subject to the obligations of a
Securityholder hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Section 5.04.

                  Section 5.03 Delivery of Trust Securities Certificates

                  (a) On each Closing Date, the Administrative Trustees shall
cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in Sections 2.04 and 2.05, to be executed on behalf of the Trust and
delivered, without further corporate action by the Sponsor, in authorized
denominations. A Common Securities Certificate shall not be valid until executed
by at least one Administrative Trustee. A Preferred Securities Certificate shall
not be valid until executed by at least one Administrative Trustee and
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The manual signature of the Property Trustee shall be conclusive
evidence that the Preferred Securities Certificate has been authenticated under
this Declaration. Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities
Certificates for original issue. The signature of any Administrative Trustee on
the Trust Securities Certificates may be manual or facsimile.

                  (b) The Property Trustee may appoint an authenticating agent
reasonably acceptable to the Administrative Trustees to authenticate Preferred
Securities Certificates. An authenticating agent may authenticate Preferred
Securities Certificates whenever the Property Trustee may do so. Each reference
in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee to deal with the Sponsor or an Affiliate with respect to the
authentication of Preferred Securities.

                  Section 5.04 Registration of Transfer and Exchange of
Preferred Securities; Restrictions on Transfer

                  (a) The Administrative Trustees shall keep or cause to be
kept, at the office or agency maintained pursuant to Section 5.08, a register or
registers for the purpose of registering Trust Securities Certificates and
transfers and exchanges of Preferred Securities Certificates (herein referred to
as the "Securities Register") in which the registrar designated by the
Administrative Trustees (the "Securities Registrar"), subject to such reasonable
regulations as they may prescribe, shall provide for the registration of
Preferred Securities Certificates and Common Securities Certificates (subject to
Section 5.10 in the case of the Common Securities Certificates) and registration
of transfers and exchanges of Preferred Securities Certificates as herein
provided. EquiServe Trust Company, N.A. shall be the initial Security Registrar.
Subject to the other provisions of this Declaration regarding restrictions on
transfer, upon surrender for registration of transfer of any Preferred Security
Certificate at an office or agency of the Security Registrar designated pursuant
to Section 5.08 for such purpose, an Administrative Trustee shall execute, and
the Property Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates of any authorized denominations and of a like aggregate principal
amount. At the option of the Holder, and subject to the other provisions of this
Section 5.04, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates of any authorized denomination and of a like


                                      -27-


Liquidation Amount, upon surrender of the Preferred Securities Certificates to
be exchanged at any such office or agency. Whenever any Preferred Securities
Certificates are so surrendered for exchange, an Administrative Trustee shall
execute, and the Property Trustee shall authenticate and deliver, the Preferred
Securities Certificates which the Holder making the exchange is entitled to
receive.

                  All Preferred Securities Certificates issued upon any
registration of transfer or exchange of Preferred Securities Certificates shall
be the valid obligations of the Trust, evidencing the same rights, and entitled
to the same benefits under this Declaration, as the Preferred Securities
Certificates surrendered upon such registration of transfer or exchange.

                  Every Preferred Security Certificate presented or surrendered
for registration of transfer or for exchange shall (if so requested by the
Administrative Trustees or the Security Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees and the Security Registrar duly executed, by the Holder
thereof or such Holder's attorney duly authorized in writing. No service charge
shall be made for any registration of transfer or exchange of Preferred
Securities Certificates, but the Security Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities Certificates.

                  The Property Trustee shall only authenticate Preferred
Security Certificates delivered to it by authorized officers of the Security
Registrar or an Administrative Trustee specifically for authentication at such
time or upon the written order of an Administrative Trustee. The Property
Trustee shall be fully protected and shall incur no liability for authenticating
any Preferred Security Certificate delivered to it for authentication as
aforesaid or in accordance with a written order of an Administrative Trustee.

                  (b) Notwithstanding any other provision of this Declaration or
the Preferred Securities, transfers and exchanges of Preferred Securities
Certificates and beneficial interests in a Global Certificate of the kinds
specified in this Section 5.04(b) shall be made only in accordance with this
Section 5.04(b).

                      (i) Non-Global Certificate to Global Certificate. If the
         Holder of a Preferred Securities Certificate (other than a Global
         Certificate) wishes at any time to transfer all or any portion of such
         Preferred Securities Certificate to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in a Global
         Certificate, such transfer may be effected only in accordance with the
         provisions of this Section 5.4(b)(i) and Section 5.13 and subject to
         the Applicable Procedures. Upon receipt by the Security Registrar of
         (A) such Preferred Securities Certificate and instructions satisfactory
         to the Security Registrar directing that a beneficial interest in the
         Global Certificate of a specified number of Preferred Securities not
         greater than the number of Preferred Securities represented by such
         Preferred Securities Certificate be credited to a specified Clearing
         Agency Participant's account, then the Security Registrar shall cancel
         such Preferred Securities Certificate (and issue a new Preferred
         Securities Certificate in respect of any untransferred portion thereof)
         and increase the aggregate Liquidation Amount of the Global Certificate
         by the Liquidation Amount represented by such




                                      -28-


         Preferred Securities so transferred as provided in Section 5.11;
         provided that if a Global Certificate is not then outstanding, an
         Administrative Trustee on behalf of the Trust may issue and the
         Property Trustee may authenticate a new Global Certificate equal to the
         principal amount of such Definitive Preferred Securities Certificates
         to be so exchanged as provided in Section 5.11.

                      (ii) Non-Global Certificate to Non-Global Certificate. A
         Preferred Securities Certificate that is not a Global Certificate may
         be transferred, in whole or in part, to a Person who takes delivery in
         the form of another Preferred Securities Certificate that is not a
         Global Certificate as provided in Section 5.04(a).

                      (iii) Global Certificate to Non-Global Certificate. A
         beneficial interest in a Global Certificate may be exchanged for a
         Preferred Securities Certificate that is not a Global Certificate only
         as provided in Section 5.11.

                  Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates

                  If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for authentication, where applicable, and
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Securities Certificate, a new Trust Securities Certificate of like
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Security Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicative Trust Securities Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

                  Section 5.06 Persons Deemed Securityholders

                  The Property Trustee and the Security Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Security Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
neither the Property Trustee nor the Security Registrar shall be bound by any
notice to the contrary.

                  Section 5.07 Access to List of Securityholders' Names and
Addresses

                  The Administrative Trustees or the Sponsor shall furnish or
cause to be furnished (unless the Property Trustee is acting as Security
Registrar with respect to the Trust Securities under the Declaration) a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Securityholders as of the most recent record date (a) to the
Property Trustee, quarterly at least 5 Business Days before each Distribution
Date, and (b) to the Property




                                      -29-


Trustee, within 30 days after receipt by the Sponsor of a request therefor from
the Property Trustee in order to enable the Property Trustee to discharge its
obligations under this Declaration, in each case to the extent such information
is in the possession or control of the Administrative Trustees or the Sponsor
and is not identical to a previously supplied list or has not otherwise been
received by the Property Trustee in its capacity as Security Registrar. The
rights of Securityholders to communicate with other Securityholders with respect
to their rights under this Declaration or under the Trust Securities, and the
corresponding rights of the Trustee shall be as provided in the Trust Indenture
Act, except to the extent Section 3819 of the Delaware Business Trust Act would
require greater access to such information, in which case the latter shall
apply. Each Holder, by receiving and holding a Trust Securities Certificate, and
each Owner shall be deemed to have agreed not to hold the Sponsor, the Property
Trustee or the Administrative Trustees accountable by reason of the disclosure
of its name and address, regardless of the source from which such information
was derived.

                  Section 5.08 Maintenance of Office or Agency

                  The Security Registrar shall maintain in Jersey City, New
Jersey an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer, exchange or
conversion and where notices and demands to or upon the Trustees in respect of
the Trust Securities Certificates may be served. The Security Registrar
initially designates 525 Washington Boulevard, Jersey City, New Jersey 07130,
Attention: _______________, as its corporate trust office for such purposes. The
Security Registrar shall give prompt written notice to the Sponsor and to the
Securityholders of any change in the location of the Security Register or any
such office or agency.

                  Section 5.09 Appointment of Paying Agent

                  In the event that the Preferred Securities are not in
book-entry form only, the Trust shall maintain in Jersey City, New Jersey, an
office or agency (the "Paying Agent") where the Preferred Securities may be
presented for payment. The Paying Agent shall make Distributions to
Securityholders from the Payment Account and shall report the amounts of such
Distributions to the Property Trustee and the Administrative Trustees. Any
Paying Agent shall have the revocable power to withdraw funds from the Payment
Account for the purpose of making the Distributions referred to above. The
Administrative Trustees may revoke such power and remove the Paying Agent for
any reason, including if such Trustees determine in their sole discretion that
the Paying Agent shall have failed to perform its obligations under this
Declaration in any material respect. The Property Trustee shall have no duty to
monitor or oversee any of the activities of any Paying Agent (other than
itself), including but not limited to any withdrawals from the Payment Account,
and the Property Trustee shall be fully protected and shall incur no liability
in connection with any action or omission of any such Paying Agent. The Paying
Agent shall initially be EquiServe Trust Company, N.A., and any co-paying agent
chosen by the Administrative Trustees and the Sponsor in their sole discretion.
Any Person acting as Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Property Trustee and the Sponsor. In the
event that EquiServe Trust Company, N.A. shall no longer be the Paying Agent or
a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is reasonably acceptable
to the Property Trustee and the Sponsor to act as Paying Agent (which shall be a
bank or trust



                                      -30-


company). Each successor Paying Agent or any additional Paying Agent shall agree
with the Trustees that, as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to each Securityholder. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall apply
to the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

                  Section 5.10 Ownership of Common Securities by Sponsor

                  On each Closing Date, the Sponsor shall acquire beneficial and
record ownership of the Common Securities. The Sponsor agrees at all times to
maintain direct or indirect beneficial ownership of the Common Securities,
including through beneficial ownership of the Common Securities by an Affiliate
of the Sponsor. To the fullest extent permitted by law, any attempted transfer
of the Common Securities, other than a transfer to an Affiliate of the Sponsor
or a transfer to certain successors that are permitted by the Indenture to
succeed to the Sponsor's ownership of the Common Securities, shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Sponsor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THE AMENDED AND RESTATED DECLARATION
OF TRUST."

                  Section 5.11 Global Certificates; Non-Global Certificates;
Common Securities Certificate

                  (a) Pursuant to Section 2.04, on each Closing Date Preferred
Securities will be issued in book-entry form through the execution of one or
more permanent Global Certificates in definitive fully registered form delivered
to the Clearing Agency or nominee thereof or a custodian therefor and registered
in the name of the Clearing Agency or nominee thereof and no Owner will receive
a Definitive Preferred Securities Certificate except as provided in Section
5.13. Each Global Certificate authenticated under this Declaration shall be
registered in the name of the Clearing Agency designated by the Sponsor for such
Global Certificate or a nominee thereof and delivered to such Clearing Agency or
a nominee thereof or custodian therefor, and each such Global Certificate shall
constitute a Preferred Security Certificate for all purposes of this
Declaration.

                  (b) If a Global Certificate is to be exchanged for one or more
Definitive Preferred Securities Certificates or canceled in whole, it shall be
surrendered by or on behalf of the Clearing Agency, its nominee or custodian to
the Security Registrar, for exchange or cancellation as provided in this Article
V. If any Global Certificate is to be exchanged for Definitive Preferred
Securities Certificates or canceled in part, or if a Definitive Preferred
Securities Certificate is to be exchanged in whole or in part for a beneficial
interest in any Global Certificate, in each case, as provided in Section 5.04,
then either (i) such Global Certificate shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the Liquidation Amount
thereof shall be reduced or increased by an amount equal to the portion



                                      -31-


thereof to be so exchanged or canceled, or equal to the principal amount of such
Definitive Preferred Security Certificates to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Security Registrar, whereupon the Property Trustee, in
accordance with the Applicable Procedures, shall instruct the Clearing Agency or
its authorized representative to make a corresponding adjustment to its records.
If at any time the Holder of a Definitive Preferred Securities Certificate
wishes to transfer all or any portion of such Definitive Preferred Securities
Certificate to a Person who wishes to take delivery thereof in the form of a
beneficial interest in a Global Certificate, as provided in Section 5.04, a
Global Certificate is not then outstanding, an Administrative Trustee on behalf
of the Trust may issue and the Property Trustee may authenticate a new Global
Certificate equal to the principal amount of such Definitive Preferred
Securities Certificates to be so exchanged. Upon any such surrender or
adjustment of a Global Certificate, the Property Trustee shall, subject to
Section 5.04 and as otherwise provided in this Article V, authenticate and
deliver any Definitive Preferred Securities Certificates issuable in exchange
for such Global Certificate (or any portion thereof) to or upon the order of,
and registered in such names as may be directed by, the Clearing Agency or its
authorized representative.

                  (c) Upon the request of the Property Trustee in connection
with the occurrence of any of the events specified in Section 5.11(b), the
Sponsor shall cause as promptly as practicable to be made available to the
Property Trustee a reasonable supply of Definitive Preferred Securities
Certificates. The Property Trustee shall be entitled to conclusively rely upon
any order, direction or request of the Clearing Agency or its authorized
representative which is given or made pursuant to this Article V if such order,
direction or request is given or made in accordance with the Applicable
Procedures.

                  (d) Every Preferred Security Certificate authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Certificate or any portion thereof, whether pursuant to this Article V or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Certificate, unless such Preferred Security Certificate is registered in
the name of a Person other than the Clearing Agency for such Global Certificate
or a nominee thereof.

                  (e) The Clearing Agency or its nominee, as registered owner of
a Global Certificate, shall be the Holder of such Global Certificate for all
purposes under the Declaration and the Preferred Securities, and owners of
beneficial interests in a Global Certificate shall hold such interests pursuant
to the Applicable Procedures. Accordingly, any such owner's beneficial interest
in a Global Certificate will be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee or its participants and such owners of beneficial interests in a Global
Certificate will not be considered the owner or holders of such Global
Certificate for any purpose of this Declaration or the Preferred Securities.

                  (f) On each Closing Date, a single Common Securities
Certificate representing the Common Securities shall be issued to the Sponsor in
the form of a definitive Common Securities Certificate.



                                      -32-


                  Section 5.12 Notices to Clearing Agency

                  To the extent that a notice or other communication to the
Owners is required under this Declaration, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to provide notices directly to the Owners.

                  Section 5.13 Definitive Preferred Securities Certificates

                  Notwithstanding any other provision in this Declaration, no
Global Certificate may be exchanged in whole or in part for Definitive Preferred
Securities Certificates registered, and no transfer of a Global Certificate in
whole or in part may be registered, in the name of any Person other than the
Clearing Agency for such Global Certificate or a nominee thereof unless (i) such
Clearing Agency (A) has notified the Sponsor that it is unwilling or unable to
continue as Clearing Agency for such Global Certificate or (B) has ceased to be
a clearing agency registered as such under the Securities Exchange Act of 1934,
as amended, and in either case the Trust and the Sponsor thereupon fails to
appoint a successor Clearing Agency within 90 days, (ii) the Sponsor, at its
option, notifies the Property Trustee in writing that it elects to cause the
issuance of the Preferred Securities in definitive non-global registered
certificated form or (iii) there shall have occurred and be continuing an Event
of Default or any event which after notice or lapse of time or both would be an
Event of Default and the Holders of a majority in an aggregate Liquidation
Amount of the Outstanding Preferred Securities determine that such Global
Certificate will be exchangeable for Definitive Preferred Securities
Certificates. In all cases, Definitive Preferred Securities Certificates
delivered in exchange for any Global Certificate or beneficial interests therein
will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Clearing Agency (in accordance with its
customary procedures).

                  Section 5.14 Rights of Securityholders

                  The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.09,
and the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Declaration. The Trust Securities
shall have no preemptive or similar rights and, when issued and delivered to
Securityholders against payment of the purchase price therefor and otherwise in
accordance with this Declaration, shall be deemed validly issued, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust. The
Holders of the Trust Securities, in their capacities as such, shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                      -33-


                                   ARTICLE VI

                    ACT OF SECURITYHOLDERS; MEETINGS; VOTING

                  Section 6.01 Limitations on Voting Rights

                  (a) Except as provided in this Section 6.01, in Section 8.09
and 10.02 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

                  (b) Subject to Section 8.02 hereof, the Holders of a majority
in aggregate Liquidation Amount of the Preferred Securities will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee or to exercise any trust or power conferred
upon the Property Trustee under the Declaration, including the right to direct
the Property Trustee to exercise the remedies available to it as a holder of the
Debentures but excluding the right to direct the Property Trustee to consent to
an amendment, modification or termination of the Indenture (which shall be as
provided below). So long as any Debentures are held by the Property Trustee, the
Trustees shall not (A) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (B) waive any past default which is waivable under the Indenture,
(C) exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (D) consent to any amendment,
modification or termination of the Indenture or the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of a majority in aggregate Liquidation Amount of all Outstanding
Preferred Securities (except in the case of clause (D), which consent, in the
event that no Event of Default shall occur and be continuing, shall be of the
Holders of a majority in aggregate Liquidation Amount of all Trust Securities,
voting together as a single class); provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities, except by a subsequent vote of the Holders
of the Preferred Securities. The Property Trustee shall notify all Holders of
record of the Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Debentures. In addition to obtaining the
foregoing approvals of the Holders of the Preferred Securities and, if
applicable, the Common Securities, prior to taking any of the foregoing actions,
the Administrative Trustees shall, at the expense of the Sponsor, obtain an
Opinion of Counsel experienced in such matters to the effect that the Trust will
not be classified as an association taxable as a corporation or partnership for
United States federal income tax purposes on account of such action.

                  (c) If any proposed amendment to the Declaration provides for,
or the Trustees otherwise propose to effect the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Declaration,
then the Holders of Outstanding Preferred



                                      -34-


Securities as a class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of
the Holders of a majority in aggregate Liquidation Amount of the Outstanding
Preferred Securities.

                  Section 6.02 Notice of Meetings

                  Notice of all meetings of the Holders of the Preferred
Securities, stating the time, place and purpose of the meeting, shall be given
by the Property Trustee pursuant to Section 10.08 to each Preferred
Securityholder of record, at its registered address, at least 15 days and not
more than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

                  Section 6.03 Meetings of Preferred Securityholders

                  (a) No annual meeting of Securityholders is required to be
held. The Administrative Trustees, however, shall call a meeting of
Securityholders to vote on any matter upon the written request of the Preferred
Securityholders of record of 25% of the Preferred Securities (based upon their
Liquidation Amount) and the Administrative Trustees or the Property Trustee may,
at any time in their discretion, call a meeting of the Holders of Preferred
Securities to vote on any matters as to which such Holders are entitled to vote.

                  (b) Holders of record of 50% of the Preferred Securities
(based upon their Liquidation Amount), present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders. If a quorum is present at
a meeting, an affirmative vote by the Holders of record of Preferred Securities
present, in person or by proxy, holding more than a majority of the Preferred
Securities (based upon their Liquidation Amount) held by Holders of record of
Preferred Securities present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Declaration
requires a greater number of affirmative votes.

                  Section 6.04 Voting Rights

                  Securityholders shall be entitled to one vote for each $50 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote. Notwithstanding
that Holders of Preferred Securities are entitled to vote or consent under any
of the circumstances described above, any of the Preferred Securities that are
owned at such time by the Sponsor, the Administrative Trustees or any Affiliate
of the Sponsor or any Administrative Trustee shall, for purposes of such vote or
consent, be treated as if such Preferred Securities were not Outstanding.

                  Section 6.05 Proxies, Etc.

                  At any meeting of Securityholders, any Securityholders
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Only Securityholders of record shall be entitled to
vote. When Trust



                                      -35-


Securities are held jointly by several Persons, any one of them may vote at any
meeting in person or represented by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such Trust Securities.
A proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

                  Section 6.06 Securityholder Action by Written Consent

                  Any action which may be taken by Securityholders at a meeting
may be taken without a meeting if Securityholders holding more than a majority
of all Outstanding Trust Securities (based upon their Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Declaration) shall consent to
the action in writing.

                  Section 6.07 Record Date for Voting and Other Purposes

                  For the purposes of determining the Securityholders who are
entitled to notice of and to vote at any meeting or by written consent, or to
participate in any Distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Declaration, or for the
purpose of any other action, the Property Trustee may from time to time fix a
date, not more than 90 days prior to the date of any meeting of Securityholders
or the payment of Distributions or other action, as the case may be, as a record
date for the determination of the identity of the Securityholders of record for
such purposes.

                  Section 6.08 Acts of Securityholders

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Declaration to be
given, made or taken by Securityholders or Owners may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders or Owners 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 Declaration and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

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



                                      -36-


signer's authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Trustee receiving the same deems sufficient. The
ownership of Preferred Securities shall be proved by the Security Register.

                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Securityholder of any Trust Security shall
bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust 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 Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security. Without
limiting the foregoing, a Securityholder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to
all or any part of the Liquidation Amount of such Trust Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such Liquidation Amount.

                  (d) Upon the occurrence and continuation of an Event of
Default, the Holders of Preferred Securities shall rely on the enforcement by
the Property Trustee of its rights as holder of the Debentures against the
Sponsor. No Holder of Preferred Securities may institute any action directly
against the Sponsor under the Indenture unless (i) such Holder shall have given
the Property Trustee written notice of the occurrence of an Event of Default and
the continuance thereof, (ii) the Holders of not less than 25% in Liquidation
Amount of the Preferred Securities then Outstanding shall have requested the
Property Trustee to institute such action and shall have offered the Property
Trustee reasonable indemnification therefor and (iii) the Property Trustee shall
not have instituted such action within 90 days of such request.

                  (e) Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such Event of Default is attributable to the
failure of the Sponsor to pay interest or principal on the Debentures on the
date such interest or principal is otherwise payable (or in the case of
redemption, on the Redemption Date), then a Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Sponsor, for
enforcement of payment to such holder of the principal amount of or interest on
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Preferred Securities of such Holder after the respective due date
specified in the Debentures (a "Direct Action"). In connection with any such
Direct Action, the rights of the Sponsor will be subrogated to the rights of any
Holder of the Preferred Securities to the extent of any payment made by the
Sponsor to such Holder of Preferred Securities as a result of such Direct
Action.

                  (f) A Securityholder may institute a legal proceeding directly
against the Sponsor under the Guarantee to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee), the Trust or any Person or entity.

                  (g) Each Securityholder, by acceptance of a beneficial
interest in the Preferred Securities, agrees to treat the Debentures as
indebtedness of the Sponsor for all United States federal, state and local tax
purposes.



                                      -37-


                  Section 6.09 Inspection of Records

                  Upon reasonable prior written notice to the Administrative
Trustees and the Property Trustee, the records of the Trust shall be open to
inspection by Securityholders during normal business hours for any purpose
reasonably related to such Securityholder's interest as a Securityholder.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

                  Section 7.01 Representations and Warranties of the Property
Trustee and the Delaware Trustee

                  The Property Trustee and the Delaware Trustee, each severally
on behalf of and as to itself, hereby represents and warrants for the benefit of
the Sponsor and the Securityholders that (each such representation and warranty
made by the Property Trustee and the Delaware Trustee being made only with
respect to itself):

                  (a) the Property Trustee is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         New York;

                  (b) the Delaware Trustee is a national banking association
         duly organized, validly existing and in good standing under the laws of
         the United States;

                  (c) each of the Property Trustee and the Delaware Trustee has
         full corporate and, as applicable, trust power, authority and legal
         right to execute, deliver and perform its obligations under this
         Declaration and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Declaration;

                  (d) this Declaration has been duly authorized, executed and
         delivered by each of the Property Trustee and the Delaware Trustee and
         constitutes the valid and legally binding agreement of the Property
         Trustee and the Delaware Trustee enforceable against it in accordance
         with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles;

                  (e) the execution, delivery and performance by each of the
         Property Trustee and the Delaware Trustee of this Declaration have been
         duly authorized by all necessary corporate or other action on the part
         of the Property Trustee and the Delaware Trustee and does not require
         any approval of stockholders of the Property Trustee or the Delaware
         Trustee and such execution, delivery and performance will not (i)
         violate either of the Property Trustee's or the Delaware Trustee's
         charter or by-laws, (ii) to the best of its knowledge without
         independent investigation, violate any provision of, or constitute,
         with or without notice or lapse of time, a default under, or result in
         the creation or imposition of any Lien on any properties included in
         the Trust Property pursuant to the provisions of any indenture,
         mortgage, credit agreement, license or other agreement or

                                      -38-


         instrument to which the Property Trustee or the Delaware Trustee is a
         party or by which it is bound, or (iii) violate any law, governmental
         rule or regulation of the United States, the State of Delaware or the
         State of New York, as the case may be, governing the banking,
         corporate, or trust powers of the Property Trustee or the Delaware
         Trustee (as appropriate in context) or any order, judgment or decree
         applicable to the Property Trustee or the Delaware Trustee;

                  (f) neither the authorization, execution or delivery by the
         Property Trustee or the Delaware Trustee of this Declaration nor the
         consummation of any of the transactions by the Property Trustee or the
         Delaware Trustee (as appropriate in context) contemplated herein
         requires the consent or approval of, the giving of notice to, the
         registration with or the taking of any other action with respect to,
         any governmental authority or agency under any existing federal law
         governing the banking, corporate or trust powers of the Property
         Trustee or the Delaware Trustee, as the case may be, under the laws of
         the United States, the State of Delaware or the State of New York; and

                  (g) there are no proceedings pending or, to the best of each
         of the Property Trustee's and the Delaware Trustee's knowledge,
         threatened against or affecting the Property Trustee or the Delaware
         Trustee in any court or before any governmental authority, agency or
         arbitration board or tribunal which, individually or in the aggregate,
         would materially and adversely affect the Trust or would question the
         right, power and authority of the Property Trustee or the Delaware
         Trustee, as the case may be, to enter into or perform its obligations
         as one of the Trustees under this Declaration.

                  Section 7.02 Representations and Warranties of Sponsor

                  The Sponsor hereby represents and warrants for the benefit of
the Securityholders that:

                  (a) the Trust Securities Certificates issued on the Closing
         Date on behalf of the Trust have been duly authorized and will have
         been duly and validly executed, issued and delivered by the Trustees
         pursuant to the terms and provisions of, and in accordance with the
         requirements of, this Declaration and the Securityholders will be, as
         of such date, entitled to the benefits of this Declaration; and

                  (b) there are no taxes, fees or other governmental charges
         payable by the Trust (or the Trustees on behalf of the Trust) under the
         laws of the State of Delaware or any political subdivision thereof in
         connection with the execution, delivery and performance by the Property
         Trustee or the Delaware Trustee, as the case may be, of this
         Declaration.


                                      -39-


                                  ARTICLE VIII

                                  THE TRUSTEES

                  Section 8.01 Certain Duties and Responsibilities

                  (a) The duties and responsibilities of the Trustees shall be
as provided by this Declaration and, in the case of the Property Trustee, also
by the Trust Indenture Act. The Property Trustee, before the occurrence of any
Event of Default and after the curing or waiving of all Events of Default that
may have occurred, shall undertake to perform only such duties and obligations
as are specifically set forth in this Declaration and the Trust Indenture Act
and no implied covenants, duties or obligations shall be read into this
Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 8.02) of which a
responsible officer of the Property Trustee has actual knowledge, the Property
Trustee shall exercise such rights and powers vested in it by this Declaration
and the Trust Indenture Act, and use the same degree of care and skill in its
exercise, as a prudent individual would exercise or use under the circumstances
in the conduct of his or her own affairs. Notwithstanding the foregoing, no
provision of this Declaration shall require the Trustees to expend or risk their
own funds or otherwise incur any financial liability in the performance of any
of their duties hereunder, or in the exercise of any of their rights or powers,
if they shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Declaration relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
No Trustee shall be liable, responsible or accountable in damages or otherwise
to the Trust, any Holder of Trust Securities or any officer, director,
shareholder, employee, representative or agent of the Trust or its Affiliates
for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Trustee in good faith on behalf of the Trust and in
a manner such Trustee reasonably believed to be within the scope of authority
conferred on such Trustee by this Declaration, except that a Trustee shall be
liable for any such loss, damage or claim incurred by reason of such Trustee's
gross negligence (or, in the case of the Property Trustee, negligence) or
willful misconduct with respect to such acts or omissions. To the extent that,
at law or in equity, an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Administrative Trustee's good faith reliance on the
provisions of this Declaration or advice of counsel. The provisions of this
Declaration, to the extent that they restrict the duties and liabilities of the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Sponsor and the Securityholders to replace such other duties and liabilities
of the Administrative Trustees.

                  (b) All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any



                                      -40-


amount distributable in respect of any Trust Security or for any other liability
in respect of any Trust Security. This Section 8.01(b) does not limit the
liability of the Trustees expressly set forth elsewhere in this Declaration or,
in the case of the Property Trustee, in the Trust Indenture Act.

                  (c) No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                           (i) the Property Trustee shall not be liable for any
         error of judgment made in good faith by an authorized officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                           (ii) the Property Trustee shall not be liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the Holders of a
         majority in Liquidation Amount of the Trust Securities relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Property Trustee, or exercising any trust or power
         conferred upon the Property Trustee under this Declaration;

                           (iii) the Property Trustee's sole duty with respect
         to the custody, safekeeping and physical preservation of the Debentures
         and the Payment Account shall be to deal with such property as
         fiduciary assets, subject to the protections and limitations on
         liability afforded to the Property Trustee under this Declaration and
         the Trust Indenture Act;

                           (iv) the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor and money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Payment Account maintained by the Property Trustee pursuant to Section
         3.01 and except to the extent otherwise required by law; and

                           (v) neither the Property Trustee nor the
         Administrative Trustees shall be responsible for monitoring each
         other's compliance or the compliance of the Sponsor with their
         respective duties under this Declaration, nor shall the Property
         Trustee or the Administrative Trustees be liable for each other's
         default or misconduct or that of the Sponsor.

                  Section 8.02 Notice of Defaults

                  (a) Within ten days after the occurrence of any Event of
Default actually known to an officer of the Property Trustee involved in the
administration of this Declaration, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.08, notice of such Event of
Default to the holders of Preferred Securities, the Administrative Trustees and
the Sponsor, unless such Event of Default shall have been cured or waived,
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a trust committee of
directors and/or responsible officers of the Property Trustee


                                      -41-


in good faith determines that the withholding of such notice is in the interests
of the Holders of the Preferred Securities.

                  (b) Within ten days after the receipt of notice of the
Sponsor's exercise of its right to extend the interest payment period for the
Debentures pursuant to the Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.08, notice of such exercise
to the Securityholders, unless such exercise shall have been revoked.

                  (c) The Holders of a majority in Liquidation Amount of
Preferred Securities may, by vote, on behalf of the Holders of all of the
Preferred Securities, waive any Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Debenture
Event of Default:

                           (i) is not waivable under the Indenture, the Event of
         Default under the Declaration shall also not be waivable; or

                           (ii) requires the consent or vote of greater than a
         majority in principal amount of the holders of the Debentures (a "Super
         Majority") to be waived under the Indenture, the Event of Default under
         the Declaration may only be waived by the vote of the Holders of the
         same proportion in Liquidation Amount of the Preferred Securities that
         the relevant Super Majority represents of the aggregate principal
         amount of the Debentures outstanding.

The provisions of Section 6.01(b) and this Section 8.02(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Preferred Securities, as permitted by the Trust Indenture Act. Upon such
waiver, any such default shall cease to exist, and any Event of Default with
respect to the Preferred Securities arising therefrom shall be deemed to have
been cured, for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or an Event of Default with respect to
the Preferred Securities or impair any right consequent thereon. Any waiver by
the Holders of the Preferred Securities of an Event of Default with respect to
the Preferred Securities shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Event of Default with respect to
the Common Securities for all purposes of this Declaration without any further
act, vote, or consent of the Holders of the Common Securities.

                  (d) The Holders of a majority in Liquidation Amount of the
Common Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any Event of Default with respect to the Common Securities and
its consequences, provided that, if the underlying Debenture Event of Default:

                           (i) is not waivable under the Indenture, except where
         the Holders of the Common Securities are deemed to have waived such
         Event of Default under the Declaration as provided below in this
         Section 8.02(d), the Event of Default under the Declaration shall also
         not be waivable; or

                           (ii) requires the consent or vote of a Super Majority
         to be waived, except where the Holders of the Common Securities are
         deemed to have waived such


                                      -42-


         Event of Default under the Declaration as provided below in this
         Section 8.02(d), the Event of Default under the Declaration may only be
         waived by the vote of the Holders of the same proportion in Liquidation
         Amount of the Common Securities that the relevant Super Majority
         represents of the aggregate principal amount of the Debentures
         outstanding;

provided further, that each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and its consequences until all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Preferred Securities and only the Holders of the Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The provisions of Section 6.01(b) and this Section 8.02(d)
shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such
Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded
from this Declaration and the Common Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 8.02(d), upon
such waiver, any such default shall cease to exist and any Event of Default with
respect to the Common Securities arising therefrom shall be deemed to have been
cured for every purpose of this Declaration, but no such waiver shall extend to
any subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

                  (e) A waiver of a Debenture Event of Default under the
Indenture by the Property Trustee at the written direction of the Holders of the
Preferred Securities constitutes a waiver of the corresponding Event of Default
under this Declaration. The foregoing provisions of this Section 8.02(e) shall
be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Preferred Securities, as permitted by the Trust Indenture
Act.

                  Section 8.03 Certain Rights of Property Trustee

                  (a) Subject to the provisions of Section 8.01:

                           (i) the Property Trustee may conclusively rely and
         shall be fully protected in acting or refraining from acting in good
         faith upon any resolution, Opinion of Counsel, certificate, written
         representation of a Holder or transferee, certificate of auditors or
         any other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal, bond, debenture, note, other
         evidence of indebtedness or other paper or document (whether in its
         original or facsimile form) reasonably believed by it to be genuine and
         to have been signed or presented by the proper party or parties;

                           (ii) if no Event of Default has occurred and is
         continuing and, (i) in performing its duties under this Declaration the
         Property Trustee is required to decide between alternative courses of
         action or (ii) in construing any of the provisions in this Declaration
         the Property Trustee finds the same ambiguous or inconsistent with any
         other provisions contained herein or (iii) the Property Trustee is
         unsure of the application of any provision of this Declaration, then,
         except as to any matter as to which the Holders of


                                      -43-


         Preferred Securities are entitled to vote under the terms of this
         Declaration, the Property Trustee shall deliver a notice to the Sponsor
         requesting written instructions of the Sponsor as to the course of
         action to be taken and the Property Trustee shall take such action, or
         refrain from taking such action, as the Property Trustee shall be
         instructed in writing to take, or to refrain from taking, by the
         Sponsor; provided, however, that if the Property Trustee does not
         receive such instructions of the Sponsor within ten Business Days after
         it has delivered such notice, or such reasonably shorter period of time
         set forth in such notice (which to the extent practicable shall not be
         less than two Business Days), it may, but shall be under no duty to,
         take or refrain from taking such action not inconsistent with this
         Declaration as it shall deem necessary, in which event the Property
         Trustee shall have no liability except for its own bad faith,
         negligence or willful misconduct;

                           (iii) any direction or act of the Sponsor or the
         Administrative Trustees contemplated by this Declaration shall be
         sufficiently evidenced by an Officers' Certificate;

                           (iv) whenever in the administration of this
         Declaration, the Property Trustee shall deem it desirable that a matter
         be established before undertaking, suffering or omitting any action
         hereunder, the Property Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officers' Certificate and an
         Opinion of Counsel which, upon receipt of such request, shall be
         promptly delivered by the Sponsor or the Administrative Trustees;

                           (v) the Property Trustee shall have no duty to
         accomplish any recording, filing or registration of any instrument
         (including any financing or continuation statement or any filing under
         tax or securities laws) or any rerecording, refiling or reregistration
         thereof;

                           (vi) the Property Trustee may consult with counsel of
         its selection (which counsel may be counsel to the Sponsor or any of
         its Affiliates, and may include any of its employees) and the 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 and in
         accordance with such advice; and the Property Trustee shall have the
         right at any time, upon prior notice to the Sponsor, to seek
         instructions concerning the administration of this Declaration from any
         court of competent jurisdiction; (vii) the Property Trustee shall be
         under no obligation to exercise any of the rights or powers vested in
         it by this Declaration at the request or direction of any of the
         Securityholders pursuant to this Declaration, unless such
         Securityholders shall have offered to the Property Trustee reasonable
         security or indemnity satisfactory to it against the costs, expenses
         and liabilities which might be incurred by it in compliance with such
         request or direction;

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


                                      -44-


                           (viii) the Property Trustee shall not be bound to
         make any investigation into the facts or matters stated in any
         resolutions, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond, debenture, note or
         other evidence of indebtedness or other paper or document, unless
         requested in writing to do so by Holders of record of 25% or more of
         the Preferred Securities (based upon their Liquidation Amount), but the
         Property Trustee may make such further inquiry or investigation into
         such facts or matters as it may see fit at the expense of the Sponsor
         and shall incur no liability of any kind by reason of such inquiry or
         investigation;

                           (ix) the Property Trustee may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through its agents or attorneys or an Affiliate, and
         shall not be responsible for the negligence, misconduct or bad faith
         with respect to the actions or inaction of any agent or attorney
         appointed with due care by it hereunder;

                           (x) whenever in the administration of this
         Declaration the Property Trustee shall deem it desirable to receive
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Property Trustee (A) may request
         instructions from the Holders of the Trust Securities, which
         instructions may only be given by the Holders of the same proportion in
         Liquidation Amount of the Trust Securities as would be entitled to
         direct the Property Trustee under the terms of the Trust Securities in
         respect of such remedy, right or action, (B) may refrain from enforcing
         such remedy or right or taking such other action until such
         instructions are received, and (C) shall be protected in acting in
         accordance with such instructions; and

                           (xi) except as otherwise expressly provided by this
         Declaration, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Declaration.

                  (b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

                  Section 8.04 Not Responsible for Recitals or Issuance of
Securities

                  The recitals contained herein and in the Trust Securities
Certificates shall not be taken as the statements of the Trustees, and the
Trustees do not assume any responsibility for their correctness. The Trustees
shall not be accountable for the use or application by the Sponsor of the
proceeds of the Debentures.

                  Section 8.05 May Hold Securities

                  Except as provided in the definition of the term "Outstanding"
in Article I, any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Section 8.08 and 8.12, may


                                      -45-


otherwise deal with the Trust with the same rights it would have if it were not
a Trustee or such other agent.

                  Section 8.06 Compensation; Indemnity; Fees

                  The Sponsor agrees:

                  (a) to pay the Trustees from time to time such compensation
         for all services rendered by them hereunder as the parties shall agree
         from time to time in writing (which compensation shall not be limited
         by any provision of law in regard to the compensation of a trustee of
         an express trust);

                  (b) except as otherwise expressly provided herein, to
         reimburse the Trustees upon request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustees in
         accordance with any provision of this Declaration (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         determined by a court of competent jurisdiction to have been caused by
         its own negligence or willful misconduct;

                  (c) to the fullest extent permitted by applicable law, to
         fully indemnify and hold harmless (i) each Trustee, (ii) any Affiliate
         of any Trustee, (iii) any officer, director, shareholder, employee,
         representative or agent of any Trustee, and (iv) any employee or agent
         of the Trust or its Affiliates (referred to herein as an "Indemnified
         Person") from and against any and all loss, damage, liability, tax,
         penalty, expense (including legal fees and expenses) or claim of any
         kind or nature whatsoever incurred by such Indemnified Person by reason
         of the creation, administration, operation or termination of the Trust
         or any act or omission performed or omitted by such Indemnified Person
         in good faith on behalf of the Trust and in a manner such Indemnified
         Person reasonably believed to be within the scope of authority
         conferred on such Indemnified Person by this Declaration, 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, except that no Indemnified Person shall be entitled
         to be indemnified in respect of any loss, damage or claim determined by
         a court of competent jurisdiction to have been caused by such
         Indemnified Person's own negligence or willful misconduct with respect
         to such acts or omissions (or, in the case of the Administrative
         Trustees and the Delaware Trustee, any such loss, damage or claim as
         may be attributable to its, his or her gross negligence or willful
         misconduct); and

                  (d) no Trustee may claim any lien or charge on any Trust
         Property as a result of any amount due pursuant to this Section 8.06.

                  Section 8.07 Property Trustee Required; Eligibility of
Trustees

                  (a) There shall at all times be a Property Trustee hereunder
with respect to the Trust Securities. The Property Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, shall not
be an Affiliate of the Sponsor and shall have a combined capital and surplus of
at least $50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority,



                                      -46-


then for the purposes of this Section, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Property
Trustee with respect to the Trust Securities shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  (b) There shall at all times be one or more Administrative
Trustees hereunder with respect to the Trust Securities. Each Administrative
Trustee shall be either a natural person who is at least 21 years of age or a
legal entity that shall act through one or more persons authorized to bind that
entity.

                  (c) There shall at all times be a Delaware Trustee with
respect to the Trust Securities. The Delaware Trustee shall be either (i) a
natural person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity with its principal place of business in the
State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons authorized to bind such
entity.

                  Section 8.08 Conflicting Interests; Guarantee Described

                  (a) If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Declaration.

                  (b) The Guarantee shall be deemed to be specifically described
in this Declaration for purposes of clause (i) of the first provision contained
in Section 310(b) of the Trust Indenture Act.

                  Section 8.09 Resignation and Removal; Appointment of Successor

                  (a) Subject to Sections 8.09(b) and 8.09(c), any Trustee (the
"Relevant Trustee") may be appointed or removed without cause at any time:

                           (i) until the issuance of any Trust Securities, by
         written instrument executed by the Sponsor; and

                           (ii) after the issuance of any Securities, by vote of
         the Holders of a majority in Liquidation Amount of the Common
         Securities voting as a class.

                  (b) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 8.09(a) until a successor possessing the
qualifications to act as a Property Trustee under Section 8.07 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee and delivered to the
Trust, the Sponsor and the removed Property Trustee.

                  (c) The Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 8.09(a) until a successor possessing the
qualifications to act as Delaware Trustee under Section 8.07 (a "Successor
Delaware Trustee") has been appointed and has accepted such


                                      -47-


appointment by instrument executed by such Successor Delaware Trustee and
delivered to the Trust, the Sponsor and the removed Delaware Trustee.

                  (d) A Trustee appointed to office shall hold office until his,
her or its successor shall have been appointed or until his, her or its death,
removal, resignation, dissolution or liquidation. Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

                           (i) No such resignation of the Trustee that acts as
         the Property Trustee shall be effective:

                                    (A) until a Successor Property Trustee has
                  been appointed and has accepted such appointment by instrument
                  executed by such Successor Property Trustee and delivered to
                  the Trust, the Sponsor and the resigning Property Trustee; or

                                    (B) until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders of the Trust Securities; and

                           (ii) no such resignation of the Trustee that acts as
         the Delaware Trustee shall be effective until a Successor Delaware
         Trustee has been appointed and has accepted such appointment by
         instrument executed by such Successor Delaware Trustee and delivered to
         the Trust, the Sponsor and the resigning Delaware Trustee.

                  (e) The Holders of the Common Securities shall use their best
efforts promptly to appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with Section 8.09(d).

                  (f) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 8.09 within 60 days after delivery pursuant to this Section 8.09 of an
instrument of resignation or removal, the Property Trustee or Delaware Trustee
resigning or being removed, as applicable, may petition, at the expense of the
Sponsor, any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

                  (g) No Property Trustee or Delaware Trustee shall be liable
for the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

                  (h) The Property Trustee shall give notice of each resignation
and each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.08 and shall give notice to
the Sponsor. Each notice shall include the



                                      -48-


name of the successor Relevant Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.

                  (i) Notwithstanding the foregoing or any other provision of
this Declaration, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes, solely in the opinion of the Sponsor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (i) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (ii) otherwise by
the Sponsor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or the Delaware Trustee, as
the case may be, set forth in Section 8.07).

                  (j) The indemnity provided to a Trustee under Section 8.06
shall survive any Trustee's resignation or removal and the termination of this
Declaration.

                  Section 8.10 Acceptance of Appointment by Successor

                  (a) In case of the appointment hereunder of a successor
Trustee, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Trust 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 Sponsor or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and if the Property Trustee is
the resigning Trustee shall duly assign, transfer and deliver to the successor
Trustee all property and money held by such retiring Property Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Relevant Trustee, the retiring Relevant Trustee and each successor Relevant
Trustee shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee and upon the execution and delivery of
such amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee, such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder.

                  (c) Upon request of any such successor Relevant Trustee, the
Trust shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in Sections 8.10(a) or 8.10(b), as the case may be.



                                      -49-


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

                  Section 8.11 Merger, Conversion, Consolidation or Succession
to Business

                  Any Person into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee that is not a natural person may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Relevant Trustee shall be
a party, or any Person succeeding to all or substantially all the corporate
trust business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person 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.

                  Section 8.12 Preferential Collection of Claims Against Sponsor
or Trust

                  If and when the Property Trustee shall be or become a creditor
of the Sponsor or the Trust (or any other obligor upon the Debentures or the
Trust Securities), the Property Trustee shall be subject to and shall take all
actions necessary in order to comply with the provisions of the Trust Indenture
Act regarding the collection of claims against the Sponsor or Trust (or any such
other obligor).

                  Section 8.13 Reports by Property Trustee

                  (a) To the extent required by the Trust Indenture Act, within
60 days after May 15 of each year commencing with May 15, 2002 the Property
Trustee shall transmit to all Securityholders in accordance with Section 10.08
and to the Sponsor, a brief report dated as of such May 15 with respect to:

                           (i) its eligibility under Section 8.07 or, in lieu
         thereof, if to the best of its knowledge it has continued to be
         eligible under said Section, a written statement to such effect;

                           (ii) a statement that the Property Trustee has
         complied with all of its obligations under this Declaration during the
         twelve-month period (or, in the case of the initial report, the period
         since the latest Closing Date) ending with such May 15 or, if the
         Property Trustee has not complied in any material respects with such
         obligations, a description of such noncompliance; and

                           (iii) any change in the property and funds in its
         possession as Property Trustee since the date of its last report and
         any action taken by the Property Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Trust Securities.

                  (b) In addition, the Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Declaration as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto.



                                      -50-


                  (c) A copy of such report shall, at the time of such
transmissions to Holders, be filed by the Property Trustee with each national
securities exchange or self-regulatory organization upon which the Trust
Securities are listed, with the Commission and with the Sponsor.

                  Section 8.14 Reports to the Property Trustee

                  The Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act. Delivery of such reports, information and documents to the
Property Trustee is for informational purposes only and the Property Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Sponsor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers' Certificates).

                  Section 8.15 Evidence of Compliance with Conditions Precedent

                  Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

                  Section 8.16 Number of Trustees

                  (a) The number of Trustees shall be four, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees. The Property Trustee and the
Delaware Trustee may be the same Person.

                  (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.16(a), or
if the number of Trustees is increased pursuant to Section 8.16(a), a vacancy
shall occur.

                  (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust.

                  Section 8.17 Delegation of Power

                  (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.07(a), including any registration statement or
amendment thereof filed with the Commission, or making any other governmental
filing.



                                      -51-


                  (b) The Administrative Trustees shall have power to delegate
from time to time to such of their number or to the Sponsor the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

                  Section 8.18 Appointment of Administrative Trustees

                  (a) The Administrative Trustees shall initially be Elizabeth
S. Acton, an individual, and Ann Marie Petach, an individual, and their
successors shall be appointed by the Holders of a majority in Liquidation Amount
of the Common Securities. Any Administrative Trustee may resign or be removed by
the Holders of a majority in Liquidation Amount of the Common Securities at any
time. Upon any resignation or removal, the Sponsor shall appoint a successor
Administrative Trustee. If at any time there is no Administrative Trustee, the
Property Trustee or any Holder who has been a Holder of Trust Securities for at
least six months may petition any court of competent jurisdiction for the
appointment of one or more Administrative Trustees.

                  (b) Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with this Section 8.18 or Section 8.09, the
Administrative Trustees in office, regardless of their number (and not
withstanding any other provision of this Agreement), shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Declaration.

                  (c) Notwithstanding the foregoing or any other provision of
this Declaration, if any Administrative Trustee who is a natural person dies or
becomes, in the opinion of the Holders of a majority in Liquidation Amount the
Common Securities, incompetent or incapacitated, the vacancy created by such
death, incompetence or incapacity may be filled by the unanimous act of the
remaining Administrative Trustees, if there were at least two of them prior to
such vacancy, and by the Sponsor, if there were not two such Administrative
Trustees immediately prior to such vacancy (with the successor being a Person
who satisfies the eligibility requirement for Administrative Trustees set forth
in Section 8.07).

                  Section 8.19 Administrative Trustee Meetings

                  Meetings of the Administrative Trustees shall be held from
time to time upon the call of any Administrative Trustee. Regular meetings of
the Administrative Trustees may be held at a time and place fixed by resolution
of the Administrative Trustees. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 48 hours before such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of a Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Administrative Trustee attends a



                                      -52-


meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a quorum is present, or without a meeting
by the unanimous written consent of the Administrative Trustees or may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by Administrative Trustees having not less than
the minimum number of votes that would be necessary to authorize or take that
action at a meeting at which all Administrative Trustees entitled to vote on
that action were present and voted. A majority of the Administrative Trustees
or, if there are only one or two Administrative Trustees, all of the
Administrative Trustees shall constitute a quorum. In the event there is only
one Administrative Trustee, any and all action of such Administrative Trustee
shall be evidenced by a written consent of such Administrative Trustee.

                  Section 8.20 Outside Businesses

                  Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware
Trustee, or the Property Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as a depositary for trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates. For purposes of this Section 8.20,
"Covered Person" means (a) any officer, director, trustee, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Trust Securities.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

                  Section 9.01 Dissolution upon Expiration Date

                  Unless earlier dissolved, the Trust shall automatically
dissolve on January 30, 2032 (the "Expiration Date").



                                      -53-


                  Section 9.02 Early Termination

                  The Trust shall dissolve upon the first to occur of any of the
following events (each an "Early Termination Event"):

                  (a) the occurrence of a Bankruptcy Event in respect of, or the
         dissolution or liquidation of, the Sponsor;

                  (b) receipt by the Property Trustee of written notice from the
         Sponsor at any time (which notice is optional and wholly within the
         discretion of the Sponsor) of its intention to dissolve the Trust and
         distribute the Debentures in exchange for the Trust Securities;

                  (c) the redemption, conversion or exchange of all of the Trust
         Securities; and

                  (d) an order for dissolution of the Trust shall have been
         entered by a court of competent jurisdiction.

                  Section 9.03 Termination

                  The respective obligations and responsibilities of the
Trustees and the Trust continued hereby shall terminate upon the latest to occur
of the following:

                  (a) the distribution by the Property Trustee to
         Securityholders upon the liquidation of the Trust pursuant to Section
         9.04, or upon the redemption of all of the Trust Securities pursuant to
         Section 4.02, of all amounts required to be distributed hereunder upon
         the final payment of the Trust Securities;

                  (b) the payment of all expenses owed by the Trust;

                  (c) the discharge of all administrative duties of the
         Administrative Trustees, including the performance of any tax reporting
         obligations with respect to the Trust or the Securityholders; and

                  (d) the filing of a certificate of cancellation canceling the
         Trust's certificate of trust with the Secretary of State of the State
         of Delaware.

                  Section 9.04 Liquidation

                  (a) If an Early Termination Event specified in clause (a), (b)
or (d) of Section 9.02 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each applicable Securityholder an
aggregate principal amount of Debentures equal to the aggregate Liquidation
Amount of Trust Securities held by such Holder, subject to Section 9.04(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust



                                      -54-


Securities at such Holder's address as it appears in the Security Register or
the most recent list provided to the Property Trustee. All notices of
liquidation shall:

                           (i) state the Liquidation Date;

                           (ii) state that, from and after the Liquidation Date,
         the Trust Securities will no longer be deemed to be Outstanding and any
         Trust Securities Certificates not surrendered for exchange will be
         deemed to represent an aggregate principal amount of Debentures equal
         to the aggregate Liquidation Amount of Trust Securities held by such
         Holder; and

                           (iii) provide such information with respect to the
         mechanics by which Holders may exchange Trust Securities Certificates
         for Debentures, or, if Section 9.04(d) applies, receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

                  (b) Except where Section 9.02(c) or 9.04(d) applies, in order
to effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities.

                  (c) Except where Section 9.02(c) or 9.04(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency or its nominee, as the record Holder of
such Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution,
(iii) any Preferred Securities Certificates not held by the Clearing Agency will
be deemed to represent an aggregate principal amount of Debentures equal to the
aggregate Liquidation Amount of Preferred Securities held by such other Holders,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on such Preferred Securities until such Preferred
Securities Certificates are presented to the Security Registrar for transfer or
reissuance, (iv) certificates representing a Like Amount of Debentures will be
issued to the Sponsor upon surrender of all Common Securities Certificates to
the Security Registrar for exchange, and (v) all rights of Securityholders
holding Trust Securities will cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.

                  (d) If, notwithstanding the other provisions of this Section
9.04, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practicable, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding up or other termination of the Trust, Securityholders will be entitled
to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the



                                      -55-


Trust as provided by applicable law, an amount equal to the Liquidation Amount
per Trust Security plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

                  Section 9.05 Mergers, Consolidations, Amalgamations or
Replacements of the Trust

                  The Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 9.05. At the request of the Sponsor, with the consent of the
Administrative Trustees and without the consent of the Property Trustee, the
Delaware Trustee or the Holders of the Preferred Securities, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Trust Securities or (b) substitutes for the Preferred Securities
other securities having substantially the same terms as the Preferred Securities
(the "Successor Securities") so long as the Successor Securities rank the same
as the Preferred Securities rank in priority with respect to Distributions and
payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly
appoints a trustee of such successor entity, possessing the same powers and
duties as the Property Trustee, as the holder of the Debentures, (iii) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the Preferred Securities (including any Successor Securities) to
be downgraded by any nationally recognized statistical rating organization, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose identical to that of
the Trust, (vi) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease the Sponsor has received an Opinion of Counsel to
the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect (other than with respect to any
dilution of the Holder's interest in the new entity) and (b) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
neither the Trust nor such successor entity will be required to register as an
"investment company" under the 1940 Act and (vii) the Sponsor or any permitted
successor or assignee owns all of the Common Securities of such successor entity
and guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of Holders of 100% in
aggregate Liquidation Amount of the Preferred Securities,



                                      -56-


consolidate, amalgamate, merge with or into, be replaced by or convey, transfer
or lease its properties and assets substantially as an entirety to any other
entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity to
be classified as other than a grantor trust for United States federal income tax
purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  Section 10.01 Limitation of Rights of Securityholders

                  The death or incapacity of any person having an interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this
Declaration, nor entitle the legal representatives or heirs of such person or
any Securityholder for such person to claim an accounting, take any action or
bring any proceeding in any court for a partition or winding-up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

                  Section 10.02 Amendment

                  (a) This Declaration may be amended from time to time by the
Trustees and the Sponsor, without the consent of any Securityholders, (i) to
cure any ambiguity, correct or supplement any provision herein that may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Declaration, which shall
not be inconsistent with the other provisions of this Declaration, (ii) to
modify, eliminate or add to any provisions of this Declaration to such extent as
shall be necessary to ensure that the Trust will be classified for United States
federal income tax purposes as a grantor trust at all times that any Trust
Securities are Outstanding or to ensure that the Trust will not be required to
register as an "investment company" under the 1940 Act or (iii) to maintain the
qualification of this Declaration under the Trust Indenture Act; provided,
however, that in the case of clause (i), such action shall not adversely affect
in any material respect the interests of any Securityholder, and, in the case of
any of the foregoing, any amendments of this Declaration shall become effective
when notice thereof is given to the Securityholders.

                  (b) Except as provided in Section 10.02(c) hereof, any
provision of this Declaration may be amended by the Trustees and the Sponsor
with (i) the consent of Holders representing not less than a majority (based
upon Liquidation Amounts) of the Trust Securities then Outstanding, acting as a
single class, and (ii) receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the Trustees
in accordance with such amendment will not affect the Trust's status as a
grantor trust for United States federal income tax purposes or the Trust's
exemption from the status of an "investment company" under the 1940 Act,
provided, however, if any amendment or proposal that would adversely affect only
the Preferred Securities or only the Common Securities, then only the affected
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of a majority in
Liquidation Amount of such class of Trust Securities.



                                      -57-


                  (c) In addition to and notwithstanding any other provision in
this Declaration, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date. Notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 6.03 or 6.06 hereof),
this paragraph (c) of this Section 10.02 may not be amended.

                  (d) Notwithstanding any other provisions of this Declaration,
no Trustee shall enter into or consent to any amendment to this Declaration
which would cause the Trust to fail or cease to qualify for the exemption from
the status of an "investment company" under the 1940 Act or be classified as
other than a grantor trust for United States federal income tax purposes.

                  (e) Notwithstanding anything in this Declaration to the
contrary, without the consent of the Sponsor, this Declaration may not be
amended in a manner which imposes any additional obligation on the Sponsor.

                  (f) If any amendment to this Declaration is made, the
Administrative Trustees shall promptly provide to the Sponsor a copy of such
amendment.

                  (g) Neither the Property Trustee nor the Delaware Trustee
shall be required to enter into any amendment to this Declaration which affects
its own rights, duties or immunities under this Declaration. The Property
Trustee shall be provided with an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Declaration is in compliance with
this Declaration and does not violate Section 10.02(d) hereof.

                  Section 10.03 Separability

                  In case any provision in this Declaration or in the Trust
Securities Certificates 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 10.04 Governing Law

                  THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY
OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY
PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING
TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS
HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE
ACCOUNTS OR



                                      -58-


SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST
BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY
FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS
PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE
ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS
OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST
INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF
HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER
STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND
POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS DECLARATION.
SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE
TRUST.

                  Section 10.05 Payments Due on Non-Business Day

                  If the date fixed for any payment on any Trust Security shall
be a day which is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day which is a Business Day, with
the same force and effect as though made on the date fixed for such payment, and
no interest shall accrue thereon for the period after such date. Section 10.06
Successors

                  This Declaration shall be binding upon and shall inure to the
benefit of any successor to the Sponsor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Sponsor that is permitted under
Article 8 of the Indenture and pursuant to which the assignee agrees in writing
to perform the Sponsor's obligations hereunder, the Sponsor shall not assign its
obligations hereunder.

                  Section 10.07 Headings

                  The Article and Section headings are for convenience only and
shall not affect the construction of this Declaration.

                  Section 10.08 Reports, Notices and Demands

                  (a) Any report, notice, demand or other communications which
by any provision of this Declaration is required or permitted to be given or
served to or upon any Holder of Preferred Securities or the Sponsor may be given
or served in writing by deposit thereof, first-class postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Security Register; and (b)
in the case of the Sponsor, to Ford Motor Company, One American Road, Dearborn,
Michigan 48126; Attention: Secretary. Any notice to Preferred Securityholders
shall also be given to such Owners as have,


                                      -59-


within two years preceding the giving of such notice, filed their names and
addresses with the Property Trustee for that purpose. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given, or made, for all purposes, upon hand delivery, mailing or
transmission.

                  (b) Any notice, demand or other communication which by any
provision of this Declaration is required or permitted to be given or served to
or upon the Trust, the Property Trustee, the Delaware Trustee or the
Administrative Trustees shall be given in writing (which may be by facsimile
transmission) addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee, to JPMorgan Chase Bank, 450
West 33rd Street, 14th Floor, New York, New York 10001, Attention: Institutional
Trust Services, (b) with respect to the Delaware Trustee, to Chase Manhattan
Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Christiana Road,
Floor 3/OP54, Newark, Delaware 19713, Attention: Institutional Trust Services,
with a copy of any such notice to the Property Trustee at its address above, and
(c) with respect to the Administrative Trustees, to them at the address for
notices to the Sponsor, marked "Attention: Secretary." Such notice, demand or
other communication to or upon the Trust or the Property Trustee shall be deemed
to have been sufficiently given or made only upon actual receipt of the writing
by the Trust or the Property Trustee.

                  Section 10.09 Trust Indenture Act; Conflict with Trust
Indenture Act

                  (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Declaration and
shall, to the extent applicable, be governed by such provisions.

                  (b) The Property Trustee shall be the only Trustee which is a
trustee for the purposes of the Trust Indenture Act.

                  (c) If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required or deemed to be included in this
Declaration by any of the provisions of the Trust Indenture Act, such required
or deemed provision shall control. If any provision of this Declaration modifies
or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Declaration as
so modified or to be excluded, as the case may be.

                  (d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Trust Securities as equity
securities representing undivided beneficial interests in the assets of the
Trust.

                  Section 10.10 Acceptance of Terms of Declaration, Guarantee
and Indenture

                  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND THE
PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE



                                      -60-


INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER
AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE
BINDING, OPERATIVE AND EFFECTIVE AS TO THE TRUST AND SUCH SECURITYHOLDER AND
SUCH OTHERS.

                  Section 10.11 Counterparts

                  This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.



                                      -61-



                  IN WITNESS WHEREOF, the parties hereto have caused this
Declaration to be duly executed as of the day and year first above written.


                                        FORD MOTOR COMPANY,
                                        as Sponsor


                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                        JPMORGAN CHASE BANK,
                                        as Property Trustee


                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                        CHASE MANHATTAN BANK USA, NATIONAL
                                        ASSOCIATION, as Delaware Trustee


                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------



                                        ----------------------------------------
                                        Elizabeth S. Acton, as Administrative
                                        Trustee



                                        ----------------------------------------
                                        Ann Marie Petach, as Administrative
                                        Trustee





                                      -62-


                                    EXHIBIT A


                      FORM OF COMMON SECURITIES CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND
THE AMENDED AND RESTATED DECLARATION OF TRUST

         Certificate Number                      Number of Common Securities

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

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                       FORD MOTOR COMPANY CAPITAL TRUST II
                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $50 PER COMMON SECURITY)

                  Ford Motor Company Capital Trust II, a statutory business
trust formed under the laws of the State of Delaware (the "Trust"), hereby
certifies that Ford Motor Company (the "Holder") is the registered owner of
___________ common securities of the Trust representing undivided beneficial
interests in the assets of the Trust (the "Common Securities"). In accordance
with Section 5.10 of the Declaration (as defined below), to the fullest extent
permitted by law, the Common Securities are not transferable and any attempted
transfer hereof shall be void, other than a transfer to certain successors that
are permitted by the Indenture to succeed to the Holder's ownership of the
Common Securities. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Declaration of Trust of the Trust dated as of January 30,
2002, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Common Securities as set forth
therein. Capitalized terms used herein but not defined herein shall have the
meaning given them in the Declaration. The Trust will furnish a copy of the
Declaration to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.

                  Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                  By acceptance the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness of the Sponsor.




                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ___ day of __________, 2002.

                                        FORD MOTOR COMPANY CAPITAL TRUST II


                                        By:  ___________________________________

                                             Name: _____________________________
                                             As Administrative Trustee



                                      -2-


                                    EXHIBIT B


                    FORM OF PREFERRED SECURITIES CERTIFICATE


               [FORM OF FACE OF PREFERRED SECURITIES CERTIFICATE]

[If this Preferred Securities Certificate is a Global Certificate, insert: THIS
PREFERRED SECURITIES CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE CLEARING
AGENCY. THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR ONE OR MORE
PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE DECLARATION AND NO TRANSFER OF THIS PREFERRED SECURITIES CERTIFICATE
(OTHER THAN A TRANSFER OF THIS PREFERRED SECURITIES CERTIFICATE AS A WHOLE BY
THE CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE
CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING
AGENCY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS PREFERRED SECURITIES CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO FORD MOTOR COMPANY CAPITAL TRUST II OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING
AGENCY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]





         Certificate Number                     Number of Preferred Securities

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

                                 CUSIP No. _____

                                 $_____________


                   Certificate Evidencing Preferred Securities
                                       of
                       Ford Motor Company Capital Trust II
            6.50% Cumulative Convertible Trust Preferred Securities
                 (liquidation amount $50 per Preferred Security)

                  Ford Motor Company Capital Trust II, a statutory business
trust formed under the laws of the State of Delaware (the "Trust"), hereby
certifies that Cede & Co. (the "Holder") is the registered owner of _______
preferred securities of the Trust representing an undivided beneficial interest
in the assets of the Trust and designated the Ford Motor Company Capital Trust
II 6.50% Cumulative Convertible Trust Preferred Securities (liquidation amount
$50 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Declaration
(as defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Declaration of Trust of the Trust dated as of January
30, 2002, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of Preferred Securities as set forth
therein. The Holder is entitled to the benefits of the Guarantee Agreement
entered into by Ford Motor Company, a Delaware corporation, and JPMorgan Chase
Bank, as Guarantee Trustee, dated as of January 30, 2002 (the "Guarantee"), to
the extent provided therein. The Trust will furnish a copy of the Declaration
and the Guarantee to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

                  Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

                  By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Debentures as indebtedness of the Sponsor.



                                      -2-


                  IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate this ____ day of ________ 2002.

                                        FORD MOTOR COMPANY CAPITAL TRUST II


                                        By:  _________________________________
                                             Name:  __________________________
                                             As Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Preferred Securities referred to in the
within-mentioned Declaration.

Dated: __________________                    JPMorgan Chase Bank,
                                             as Property Trustee

                                             By: ____________________________
                                                 Authorized Signatory


                                      -3-



              [FORM OF REVERSE OF PREFERRED SECURITIES CERTIFICATE]

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Securities Certificate to:

- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
(Insert assignee's social security or tax identification number)


- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints


- -----------------------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------------------
agent to transfer this Preferred Securities Certificate on the books of the
Trust.  The agent may substitute another to act for him or her.

Date: ___________________

Signature: ____________________

     (Sign exactly as your name appears on the other side of this Preferred
                            Securities Certificate)


Signature Guarantee: ______________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


                                      -4-


   [If this Preferred Securities Certificate is a Global Certificate, insert:

                                   SCHEDULE A

                  The initial liquidation amount of this Global Certificate
shall be $__________. The following increases or decreases in the liquidation
amount of this Global Certificate have been made:



======================================================================================================================
                     Amount of
                     increase in
                     Liquidation                                                                 Signature of
                     Amount of this           Amount of                Liquidation               authorized
                     Global Certificate       decrease in              Amount of this            officer of
                     including upon           Liquidation              Global Certificate        Trustee or
                     exercise of over--       Amount of this           following such            Securities
Date Made            allotment option         Global Certificate       decrease or increase      Custodian
======================================================================================================================
                                                                                     

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                    EXHIBIT C



                              NOTICE OF CONVERSION



To:    EquiServe Trust Company, N.A.,
       as Conversion Agent of
       Ford Motor Company Capital Trust II


                  The undersigned owner of these Trust Securities hereby
irrevocably exercises the option to convert these Trust Securities, or the
portion below designated, into Common Stock of FORD MOTOR COMPANY (the "Ford
Common Stock") in accordance with the terms of the Amended and Restated
Declaration of Trust (the "Declaration"), dated as of January 30, 2002 among
Elizabeth S. Acton and Ann Marie Petach, as Administrative Trustees, Chase
Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase
Bank, as Property Trustee, and Ford Motor Company, as Sponsor. Pursuant to the
aforementioned exercise of the option to convert these Trust Securities, the
undersigned hereby directs the Conversion Agent (as that term is defined in the
Declaration) to (i) exchange such Trust Securities for a portion of the
Debentures (as that term is defined in the Declaration) held by the Trust (at
the rate of exchange specified in the terms of the Trust Securities set forth in
the Declaration) and (ii) immediately convert such Debentures on behalf of the
undersigned, into Ford Common Stock (at the conversion rate specified in the
terms of the Trust Securities set forth in the Declaration).

                  The undersigned does also hereby direct the Conversion Agent
that the shares issuable and deliverable upon conversion, together with any
check in payment for fractional shares, be issued in the name of and delivered
to the undersigned, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.






                                      -i-


Date: ____________, ____

In whole __                   in part __

                              Number of Trust Securities to be converted: _____


                              If a name or names other than the
                              undersigned, please indicate in the
                              spaces below the name or names in which
                              the shares of Ford Common Stock are to
                              be issued, along with the address or
                              addresses of such person or persons:

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


                              ----------------------------------------
                              Signature (for conversion only)


                              Please print or Typewrite Name and
                              Address, Including Zip Code, and Social
                              Security or Other Identifying Number:

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

Signature Guarantee:* ______________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.



                                      -ii-

EX-99.5

                                                                       EXHIBIT 5

                                    FORM OF
                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of January 30, 2002, is executed and
delivered by Ford Motor Company, a Delaware corporation (the "Guarantor"), and
JPMorgan Chase Bank, a New York corporation, as the Guarantee Trustee (as
defined herein) for the benefit of the Holders (as defined herein) from time to
time of the Preferred Securities (as defined herein) of Ford Motor Company
Capital Trust II, a Delaware statutory business trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of January 30, 2002 among the trustees of the Issuer
named therein and Ford Motor Company, as Sponsor, the Issuer is issuing as of
the date hereof up to $5,000,000,000 aggregate liquidation amount of its
preferred securities designated the 6.50% Cumulative Convertible Trust Preferred
Securities (the "Preferred Securities") representing undivided beneficial
interests in the assets of the Issuer and having the terms set forth in
Declaration;

         WHEREAS, the Preferred Securities will be issued by the Issuer upon
deposit of the Guarantor's Debentures (as defined herein) with the Issuer as
trust assets; and

         WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth herein, to pay to the Holders of the Preferred Securities
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.


                                   ARTICLE I

SECTION 1.1        Definitions.

         In this Guarantee Agreement, unless the context otherwise requires:

         (a) capitalized terms used in this Guarantee Agreement but not defined
in the preamble above have the respective meanings assigned to them in this
Section 1. 1 or as otherwise defined herein;

         (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

         (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

         (d) all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified;

         (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires; and

         (f) a reference to the singular includes the plural and vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Securities" means the securities representing undivided
beneficial interests in the assets of the Issuer, having the terms set forth in
Exhibit C to the Declaration.


         "Corporation" means corporations, associations, companies (including
limited liability companies) and business trusts or any similar entity.

         "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

         "Debentures" means the series of junior subordinated debentures issued
by the Guarantor designated the 6.50% Junior Subordinated Convertible Debentures
due January 15, 2032.

         "Distributions" means the periodic distributions and other payments
payable to Holders of Preferred Securities in accordance with the terms of the
Preferred Securities set forth in Exhibit B to the Declaration.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement.

         "Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Preferred Securities, to
the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions and the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price"), with respect
to the Preferred Securities called for redemption by the Issuer but if and only
to the extent that in each case the Guarantor has made a payment to the Trust of
interest or principal on the Debentures and (ii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Issuer (other than in connection
with the distribution of Debentures to Holders or the redemption of all the
Preferred Securities upon the maturity or redemption of the Debentures as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Preferred Securities to
the date of payment, to the extent the Issuer has funds available therefor, and
(b) the amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer (in either case, the "Liquidation
Distribution").

         "Guarantee Trustee" means JPMorgan Chase Bank, a New York corporation,
until a Successor Guarantee Trustee has been appointed and accepted such
appointment pursuant to the terms of this Guarantee Agreement, and thereafter
means each such Successor Guarantee Trustee.

         "Holder" shall mean any holder, as registered on the books and records
of the Issuer, of any Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any entity directly or indirectly controlling
or controlled by or under direct or indirect common control with the Guarantor;
provided further, that in determining whether the Holders of the requisite
liquidation amount of Preferred Securities have voted on any matter provided for
in this Guarantee Agreement, then for purposes of such determination only (and
not for any other purposes hereunder), if the Preferred Securities remain in the
form of one or more Global Certificates (as defined in the Declaration), the
term "Holders" shall mean the holder of the Global Certificates acting at the
direction of the Preferred Security Beneficial Owners (as defined in the
Declaration).

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

         "Indenture" means the Indenture dated as of January 30, 2002 between
the Guarantor and JPMorgan Chase Bank, as trustee, and any supplemental
indenture thereto, pursuant to which the Debentures are to be issued.

         "Majority in liquidation amount of the Preferred Securities" means,
except as otherwise required by the Trust Indenture Act, Holder(s) of
outstanding Preferred Securities voting together as a single class, who are the
record owners of Preferred Securities whose liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) represents more than 50% of the liquidation amount of all
outstanding Preferred Securities. In determining whether the Holders of the
requisite amount of Preferred Securities have voted, Preferred Securities which
are owned by the Guarantor or any entity directly or indirectly controlling or
controlled by or under direct or indirect common control with the Guarantor or
any other obligor on the





Preferred Securities shall be disregarded (to the extent known to be so owned by
the Guarantee Trustee) for the purpose of such determination.

         "Offer" means the offer by the Issuer to sell Preferred Securities in
consideration for the deposit by the Guarantor of Debentures as trust assets of
the Issuer, all as described in a Prospectus dated January 24, 2002.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Securities" has the meaning set forth in the first WHEREAS
clause above.

         "Redemption Price" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.

         "Responsible Officer", with respect to the Guarantee Trustee, shall
mean any officer within the Guarantee Trustee's Corporate trust department,
including without limitation, any vice-president, any assistant vice-president,
the secretary, any assistant secretary, the treasurer, any assistant treasurer,
any trust officer or assistant trust officer or any other officer of the
Guarantee 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 that officer's knowledge of and familiarity with the
particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4. 1.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.


                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.

         (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Guarantee Agreement
and shall, to the extent applicable, be governed by such provisions.

         (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by. Sec. 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (c) The application of the Trust Indenture Act to this Guarantee
Agreement shall not affect the nature of the Preferred Securities as equity
securities representing undivided beneficial interests in the assets of the
Issuer.

SECTION 2.2 Lists of Holders of Preferred Securities.

         (a) The Guarantor shall provide the Guarantee Trustee with such
information as is required under Sec. 312(a) of the Trust Indenture Act at the
times and in the manner provided in Sec. 312(a).

         (b) The Guarantee Trustee shall comply with its obligations under Sec.
310(b), 311 and 312(b) of the Trust Indenture Act.

SECTION 2.3 Reports by the Guarantee Trustee.


         Within 60 days after May 15 of each year (commencing with the year of
the first anniversary of the issuance of the Preferred Securities), the
Guarantee Trustee shall provide to the Holders of the Preferred






Securities such reports as are required by Sec. 313 of the Trust Indenture Act,
if any, in the form, in the manner and at the times provided by Sec. 313 of the
Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Sec. 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Guarantee Trustee.

         The Guarantor shall provide to the Guarantee Trustee, the Commission
and the Holders of the Preferred Securities, as applicable, such documents,
reports and information as required by Sec. 314(a)(l)-(3) (if any) of the Trust
Indenture Act and the compliance certificates required by Sec. 314(a)(4) and (c)
of the Trust Indenture Act, any such certificates to be provided in the form, in
the manner and at the times required by Sec. 314(a)(4) and (c) of the Trust
Indenture Act (provided that any certificate to be provided pursuant to Sec.
314(a)(4) of the Trust Indenture Act shall be provided within 120 days of the
end of each fiscal year of the Issuer).

SECTION 2.5 Evidence of Compliance with Conditions Precedent.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement which relate to any of the matters set forth in Sec. 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given pursuant to
Sec. 314(c) shall comply with Sec. 314(e) of the Trust Indenture Act.

SECTION 2.6 Events of Default; Waiver.

         (a) Subject to Section 2.6(b), Holders of Preferred Securities may by
vote of at least a Majority in liquidation amount of the Preferred Securities,
(A) direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee, or exercising any trust or power
conferred upon by the Guarantee Trustee or (B) on behalf of the Holders of all
Preferred Securities waive any past Event of Default and its consequences. Upon
such waiver, any 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
Guarantee Agreement, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

         (b) The right of any Holder of Preferred Securities to receive payment
of the Guarantee Payments in accordance with this Guarantee Agreement, or to
institute suit for the enforcement of any such payment, shall not be impaired
without the consent of each such Holder.

SECTION 2.7 Disclosure of Information.

         The disclosure of information as to the names and addresses of the
Holders of the Preferred Securities in accordance with Sec. 312 of the Trust
Indenture Act, regardless of the source from which such information was derived,
shall not be deemed to be a violation of any existing law, or any law hereafter
enacted which does not specifically refer to Sec. 312 of the Trust Indenture
Act, nor shall the Guarantee Trustee be held accountable by reason of mailing
any material pursuant to a request made under Sec. 312(b) of the Trust Indenture
Act.

SECTION 2.8 Conflicting Interest.

         The Declaration shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.


                                   ARTICLE III

                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Guarantee Trustee.

         (a) This Guarantee Agreement shall be held by the Guarantee Trustee on
behalf of the Issuer for the benefit of the Holders of the Preferred Securities.
The Guarantee Trustee shall not transfer its right, title and interest in the
Guarantee Agreement to any Person except a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Guarantee Trustee or to a Holder of Preferred Securities




exercising his or her rights pursuant to Section 5.4. The right, title and
interest of the Guarantee Trustee to the Guarantee Agreement shall vest
automatically in each Person who may hereafter be appointed as Guarantee Trustee
in accordance with Article IV. Such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and
delivered.

         (b) If an Event of Default occurs and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders of
the Preferred Securities.

         (c) This Guarantee Agreement and all moneys received by the Trust
hereunder in respect of the Guarantee Payments will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of, or for the
benefit of that Guarantee Trustee or its agents or their creditors.

         (d) The Guarantee Trustee shall after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the holders of the
Preferred Securities, as their names and addresses appear upon the register,
notice of all Events of Default known to the Guarantee Trustee, unless such
defaults shall have been cured before the giving of such notice; provided that
the Guarantee 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 Guarantee Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Preferred Securities. The Guarantee Trustee shall not be deemed to have
knowledge of any default except any default as to which the Guarantee Trustee
shall have received written notice or a Responsible Officer charged with the
administration of this Guarantee Agreement shall have obtained written notice.

         (e) The Guarantee Trustee shall not resign as a Trustee unless a
Successor Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article IV.

SECTION 3.2  Certain Rights and Duties of the Guarantee Trustee.

         (a) The Guarantee Trustee, before the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6(a)), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

         (b) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

                  (i) prior to the occurrence of an Event of Default and after
                      the curing or waiving of all such Events of Default that
                      may have occurred:

                      (A) the duties and obligations of the Guarantee Trustee
                      shall be determined solely by the express provisions of
                      this Guarantee Agreement, and the Guarantee Trustee shall
                      not be liable except for the performance of such duties
                      and obligations as are specifically set forth in this
                      Guarantee Agreement, and no implied covenants or
                      obligations shall be read into this Guarantee Agreement
                      against the Guarantee Trustee; and

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



                (ii)  The Guarantee Trustee shall not be liable for any error
                      of judgment made in good faith by a Responsible Officer of
                      the Guarantee Trustee, unless it shall have proved that
                      the Guarantee Trustee was negligent in ascertaining the
                      pertinent facts;

                (iii) The Guarantee Trustee shall not be liable with respect
                      to any action taken or omitted to be taken by it in good
                      faith in accordance with the direction of the Holders of
                      Preferred Securities as provided herein relating to the
                      time, method and place of conducting any proceeding for
                      any remedy available to the Guarantee Trustee, or
                      exercising any trust or power conferred upon the Guarantee
                      Trustee under this Guarantee Agreement; and

                (iv)  No provision of this Guarantee Agreement shall require
                      the Guarantee Trustee to expend or risk its own funds or
                      otherwise incur personal financial liability in the
                      performance of any of its duties or in the exercise of any
                      of its rights or powers, if it shall have reasonable
                      ground for believing that the repayment of such funds or
                      liability is not reasonably assured to it under the terms
                      of this Guarantee Agreement or adequate indemnity against
                      such risk or liability is not reasonably assured to it.

         (c)    Subject to the provisions of Section 3.2(a) and (b):

                (i)   Whenever in the administration of this Guarantee
                      Agreement, the Guarantee Trustee shall deem it desirable
                      that a matter be proved or established prior to taking,
                      suffering or omitting any action hereunder, the Guarantee
                      Trustee (unless other evidence is herein specifically
                      prescribed) may, in the absence of bad faith on its part,
                      request and rely upon a certificate, which shall comply
                      with the provisions of Sec. 314(e) of the Trust Indenture
                      Act, signed by any authorized officer of the Guarantor;

                (ii)  The Guarantor Trustee (A) may consult with counsel (which
                      may be counsel to the Guarantor or any of its Affiliates
                      and may include any of its employees) selected by it in
                      good faith and with due care and the advice or opinion of
                      such counsel with respect to legal matters 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 and in accordance with
                      such advice and opinion and (B) shall have the right at
                      any time to seek instructions concerning the
                      administration of this Guarantee Agreement from any court
                      of competent jurisdiction;

                (iii) The Guarantee 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
                      Guarantee Trustee shall not be responsible for any
                      misconduct or negligence on the part of any agent or
                      attorney appointed by it in good faith and with due care;

                (iv)  The Guarantee Trustee shall be under no obligation to
                      exercise any of the rights or powers vested in it by this
                      Guarantee Agreement at the request or direction of any
                      Holders of Preferred Securities, unless such Holders shall
                      have offered to the Guarantee Trustee reasonable security
                      and indemnity against the costs, expenses (including
                      attorneys' fees and expenses) and liabilities that might
                      be incurred by it in complying with such request or
                      direction; provided that nothing contained in this clause
                      (iv) shall relieve the Guarantee Trustee of the
                      obligation, upon the occurrence of an Event of Default
                      (which has not been cured or waived) to exercise such of
                      the rights and powers vested in it by this Guarantee
                      Agreement, and to use the same degree of care and skill in
                      this exercise, as a prudent person would exercise or use
                      under the circumstances in the conduct of his or her own
                      affairs; and

                (v)   Any action taken by the Guarantee Trustee or its agents
                      hereunder shall bind the Holders of the Preferred
                      Securities and the signature of the Guarantee Trustee or
                      its agents alone shall be sufficient and effective to
                      perform any such action; and no third party shall be
                      required to inquire as to the authority of the Guarantee
                      Trustee to so act, or as to its compliance with any of the
                      terms and provisions of this Guarantee Agreement, both of
                      which shall be conclusively evidenced by the Guarantee
                      Trustee's or its agent's taking such action.




SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.

         The recitals contained in this Guarantee Agreement shall be taken as
the statements of the Guarantor and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.


                                   ARTICLE IV

                                GUARANTEE TRUSTEE

SECTION 4.1       Qualifications.

         (a)      There shall at all times be a Guarantee Trustee which shall:

                  (i)      not be an Affiliate of the Guarantor; and

                  (ii)     be a corporation organized and doing business under
                           the laws of the United States of America or any State
                           or Territory thereof or of the District of Columbia,
                           or a corporation or Person permitted by the
                           Commission to act as an institutional trustee under
                           the Trust Indenture Act, authorized under such laws
                           to exercise corporate trust powers, having a combined
                           capital and surplus of at least $50,000,000, and
                           subject to supervision or examination by Federal,
                           State, Territorial or District of Columbia authority.
                           If such corporation publishes reports of condition at
                           least annually, pursuant to law or to the
                           requirements of the supervising or examining
                           authority referred to above, then for the purposes of
                           this Section 4.1(a)(ii), 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 Guarantee Trustee shall cease to satisfy the
requirements of clauses (i)-(ii) above, the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 4.2. If the
Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Sec. 310(b) of the Trust Indenture Act, the Guarantee Trustee and the
Guarantor shall in all respects comply with the provisions of Sec. 310(b) of the
Trust Indenture Act.

         Any corporation into which the Guarantee 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 Guarantee Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Guarantee Trustee, shall be a Successor
Guarantee 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.

SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee.

         (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor Guarantee Trustee possessing the qualifications
to act as Guarantee Trustee under Section 4.1(a) has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

         (c) The Guarantee Trustee appointed to office shall hold office until
his successor shall have been appointed or until its removal or resignation.

         (d) The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument (a "Resignation Request") in
writing signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor





Guarantee Trustee possessing the qualifications to act as Guarantee Trustee
under Section 4.1(a) has been appointed and has accepted such appointment by
instrument executed by such Successor Guarantee Trustee and delivered to
Guarantor and the resigning Guarantee Trustee.

         (e) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of a Resignation Request, the resigning Guarantee
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if any,
as it may deem proper and prescribe, appoint a Successor Guarantee Trustee.


                                    ARTICLE V

                                    GUARANTEE

SECTION 5.1 Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer) as and when due, to the Holders of record as of the date
upon which such Guarantee Payments are due, regardless of any defense, right of
set-off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

SECTION 5.2 Waiver of Notice.

         The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands. Notwithstanding anything to the contrary herein, the Guarantor retains
all of its rights to (i) extend the interest payment period on the Debentures
and the Guarantor shall not be obligated hereunder to make any Guarantee
Payments during any extended interest payment period with respect to the
Distributions (as defined in the Declaration) on the Preferred Securities and
(ii) redeem or change the maturity date of the Debentures, in each case to the
extent permitted by the Indenture.

SECTION 5.3 Obligations Not Affected.

         The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

         (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

         (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures), Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Preferred Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection
with, the Preferred Securities;

         (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

         (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

         (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;




         (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances. There shall be no
obligation of the Holders to give notice to, or obtain consent of, the Guarantor
with respect to the happening of any of the foregoing.

SECTION 5.4 Enforcement of Guarantee.

         The Guarantor and the Guarantee Trustee expressly acknowledge that (i)
this Guarantee Agreement will be deposited with the Guarantee Trustee to be held
for the benefit of the Holders; (ii) the Guarantee Trustee has the right to
enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders
representing not less than a Majority in liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available in respect of this Guarantee Agreement
including the giving of directions to the Guarantee Trustee, or exercising any
trust or other power conferred upon the Guarantee Trustee under this Guarantee
Agreement, and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce such Holder's rights under this Guarantee Agreement,
without first instituting a legal proceeding against the Issuer, the Guarantee
Trustee, or any other Person.

SECTION 5.5 Guarantee of Payment.

         This Guarantee Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer).

SECTION 5.6 Subrogation.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

SECTION 5.7 Independent Obligations.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.


                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions.

         So long as any Preferred Securities remain outstanding, the Guarantor
will not declare or pay any dividend on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any of its common stock or
preferred stock, or any other securities similar to the Preferred Securities or
the Debentures, or make any guarantee payments with respect thereto, if at such
time (i) the Guarantor shall be in default with respect to its Guarantee
Payments or other payment obligations hereunder or (ii) there shall have
occurred and be continuing any event of default under the Indenture





provided that the Guarantor will be permitted to pay dividends (and cash in lieu
of fractional shares) upon the mandatory conversion of any of its preferred
stock in accordance with the terms of such stock. In addition, so long as any
Preferred Securities remain outstanding, the Guarantor (i) will remain the sole
direct or indirect owner of all of the outstanding Common Securities and shall
not cause or permit the Common Securities to be transferred except to the extent
such transfer is permitted under Section 5.10 of the Declaration; provided that
any permitted successor of the Guarantor under the Indenture may succeed to the
Guarantor's ownership of the Common Securities and (ii) will not take any action
which would cause the Issuer to cease to be treated as a grantor trust for
United States federal income tax purposes except in connection with a
distribution of Debentures as provided in the Declaration.

SECTION 6.2 Subordination.

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor, including the Debentures, except those made
pari passu or subordinate by their terms, and (ii) senior to all capital stock
now or hereafter issued by the Guarantor and to any guarantee now or hereafter
entered into by the Guarantor in respect of any of its capital stock.


                                   ARTICLE VII

                                   TERMINATION

SECTION 7.1 Termination.

         This Guarantee Agreement shall terminate and be of no further force and
effect upon full payment of the Redemption Price of all Preferred Securities,
upon the distribution of Debentures to Holders of Preferred Securities and
Common Securities in exchange for all of the Preferred Securities and Common
Securities or upon full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to the Preferred Securities or this Guarantee Agreement.


                                  ARTICLE VIII

                    LIMITATION OF LIABILITY; INDEMNIFICATION

SECTION 8.1 Exculpation.

         (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Guarantee Agreement or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Preferred Securities might properly be paid.






SECTION 8.2 Indemnification.

         (a) To the fullest extent permitted by applicable law, the Guarantor
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith and in
a manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Guarantee Agreement,
except that no Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions.

         (b) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the
Guarantor prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Guarantor of an undertaking by or on behalf of
the Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as authorized in Section
8.2(a).


                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1 Successors and Assigns.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture, the Guarantor shall not assign its obligations hereunder.

SECTION 9.2 Amendments.

         Except with respect to any changes which do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Guarantee Agreement may only be amended with the prior approval of the Holders
of not less than a Majority in liquidation amount of the Preferred Securities.
The provisions of Section 6.03 of the Declaration concerning meetings of Holders
shall apply to the giving of such approval.

SECTION 9.3 Notices.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

         (a) if given to the Guarantor, to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:

                  Ford Motor Company
                  One American Road
                  Dearborn, Michigan 48126
                  Facsimile No.: (313) 248-8049
                  Attention: Treasurer

         (b) if given to the Guarantee Trustee, to the address set forth below
or such other address as the Guarantee Trustee may give notice to the Holders:

                  JPMorgan Chase Bank
                  450 West 33rd Street, 14th Floor
                  New York, New York 10001
                  Attention: Institutional Trust Services




         (c) if given to any Holder of Preferred Securities, at the address set
forth on the books and records of the Issuer.

         All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 9.4 Genders.

         The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.

SECTION 9.5 Benefit.

         This Guarantee Agreement is solely for the benefit of the Holders and
subject to Section 3. 1 (a) is not separately transferable from the Preferred
Securities.

SECTION 9.6 Governing Law.

         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 9.7        Counterparts.

         This Guarantee Agreement may be executed in counterparts, each of which
shall be an original; but such counterparts shall together constitute one and
the same instrument.

         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                          FORD MOTOR COMPANY


                                          By: __________________________________
                                          Name:
                                          Title:


                                          JPMORGAN CHASE BANK,
                                          as Guarantee Trustee


                                          By: __________________________________
                                          Name:
                                          Title:

EX-99.7

                               FORD MOTOR COMPANY



No. 1

                6.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE
                              DUE JANUARY 15, 2032

                    ________________________________________


         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 FORD MOTOR COMPANY CAPITAL TRUST II,
or registered assigns, the principal sum of _________________________________
($_____________) on January 15, 2032, and to pay interest thereon from
January 30, 2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly in arrears on January 15, April
15, July 15, and October 15 of each year, subject to deferral as set forth
herein, commencing April 15, 2002, at the rate of 6.50% per annum, plus
Compounded Interest, if any, until the principal hereof is paid or made
available for payment and, (to the extent that the payment of such interest
shall be legally enforceable) at the rate of 6.50% per annum, compounded
quarterly, on any overdue principal and premium and on any overdue installment
of interest. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarterly interest period for which interest is
computed, the amount of interest payable will be computed on the basis of the
actual number of days elapsed in such a 30-day month. In the event that any
Interest Payment Date is not a business day, then payment of interest payable on
such date will be made on the next succeeding day which is a business day (and
without any interest or other payment in respect of any such delay), except
that, if such business day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding business day, in each case with the
same force and effect as if made on such date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the 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 close of business
on the fifteenth day (whether or not a business day), next preceding the
relevant 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 this






Security may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any, on) and 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;
provided, however, that, at the option of the Company, payment of interest may
be made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or (ii) by wire transfer of
immediately available funds to an account maintained by the Person entitled
thereto as specified in the Security Register, provided that proper transfer
instructions have been received by the Company by the Regular Record Date; and
provided further, that the payment of principal will only be made upon surrender
of this Security to the Trustee. Notwithstanding the foregoing, so long as the
owner and record holder of this Security is Ford Motor Company Capital Trust II,
the payment of the principal of (and premium, if any, on) and interest
(including Compounded Interest, if any) on this Security will be made at such
place and to such account of the Trust as may be designated by the Property
Trustee (as hereinafter defined).

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder of this Security, by his acceptance of
the same, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such Holder upon said provisions.

         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 though fully set forth at this place.

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

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.



                                       2



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



                               FORD MOTOR COMPANY




                               By:  _________________________________________
                               Name:
                               Title:  Assistant Treasurer




                               By:  _________________________________________
                               Name:
                               Title:  Assistant Secretary




[Corporate Seal]






Attest: ___________________________






                                       3



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


                                           JPMORGAN CHASE BANK,
                                             as Trustee



                                           By:_________________________________
                                                   Authorized Signatory


Dated:  ________________________




                                       4



                   FOR VALUE RECEIVED, the undersigned hereby
                        sells, assigns and transfers unto



PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE


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


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

- --------------------------------------------------------------------------------
         (Print or Type Name and Address including Zip Code of Assignee)

- --------------------------------------------------------------------------------
the within Security and all rights, thereunder, hereby irrevocably constituting
and appointing

- --------------------------------------------------------------------------------
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.




Dated: _________________________________



NOTE:        The signature to this assignment must correspond with the name as
             written upon the face of the within Security in every particular
             without alteration or enlargement or any change whatsoever and must
             be guaranteed.





                                       5



                               REVERSE OF SECURITY


                               FORD MOTOR COMPANY

                6.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE
                              DUE JANUARY 15, 2032


         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 January 30, 2002, (herein called the
"Indenture"), among the Company and JPMorgan Chase Bank, as 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 Securities of the series designated on
the face hereof, whose issuance on the date hereof is limited in aggregate
principal amount to $5,154,639,176.

         The Securities of this series are subject to the defeasance and
covenant defeasance provisions set forth in Article Fourteen of the Indenture.

         1. Optional Redemption. Except as provided in the next paragraph, the
Securities may not be redeemed by the Company prior to January 15, 2007. The
Securities of this series are subject to redemption upon not less than 30 nor
more than 60 days' notice (provided that, so long as any Preferred Securities
(as defined herein) are Outstanding, the Company shall give such notice no later
than at such time so as to allow the Property Trustee (as defined herein) to
comply with Section 4.02(b) of the Declaration (as defined herein)) by mail, at
any time on or after January 15, 2007, as a whole or in part, at the election of
the Company (an "Optional Redemption"), at the Redemption Prices indicated for
the twelve-month periods beginning on January 15 in each of the following years
(expressed as a percentage of the principal amount of the Security being
redeemed), together with any accrued but unpaid interest, including Compounded
Interest, if any, on the portion of the Security being redeemed, to the
Redemption Date.




                                       2



                  Year                               Redemption Price
                  ----                               ----------------
                                                  
                  2007                                     103.26%
                  2008                                     102.60%
                  2009                                     101.96%
                  2010                                     101.30%
                  2011                                     100.66%
                  2012, and thereafter                     100.00%


         The Company may not redeem any Securities in part unless all accrued
and unpaid interest thereon (including Compounded Interest, if any) has been
paid in full on all Outstanding Securities. The Company may not, in any case,
redeem the Securities unless all accrued and unpaid interest thereon has been
paid in full on all Outstanding Securities through the last Interest Payment
Date before and including the Redemption Date.

         2. Special Redemption. If, at any time, a Tax Event (as defined below)
or an Investment Company Event (as defined below) shall occur and be continuing,
the Company shall have the right at any time, upon not less than 30 nor more
than 60 days' notice (provided that, so long as any Preferred Securities are
Outstanding, the Company shall give such notice no later than at such time so as
to allow the Property Trustee to comply with Section 4.02(b) of the
Declaration), (i) in the case of an Investment Company Event, to redeem the
Securities in whole but not in part, and (ii) in the case of a Tax Event, to
redeem the Securities in whole or in part, in each case for cash, within 90 days
following the occurrence of such Tax or Investment Company Event, as the case
may be, at a Redemption Price equal to the principal amount of such Security
plus any accrued and unpaid interest, including Compounded Interest, if any, to
the date fixed for such redemption; provided that, if a Tax Event shall occur
and be continuing, and the Company shall not have (i) redeemed all of the
Securities pursuant to this paragraph or (ii) dissolved the Ford Motor Company
Capital Trust II, a statutory business trust formed under the laws of the State
of Delaware (the "Trust"), pursuant to Section 9.02(b) of the Amended and
Restated Declaration of Trust of the Trust, dated January 30, 2002 (the
"Declaration of Trust"), the Company shall pay from time to time to the Trust
(and its permitted successors and assigns under the Declaration of Trust) for so
long as the Trust (or its permitted successor or assignee) is the registered
Holder of the Securities, such additional amounts (the "Additional Sums") as may
be necessary in order that the amount of distributions (including any Additional
Amounts (as defined in the Declaration of Trust)) then due and payable by the
Trust on the trust preferred securities issued by the Trust (the "Preferred
Securities") that at such time remain outstanding in accordance with the terms
thereof shall not be reduced as a result of any additional taxes, duties or
other governmental charges to which the Trust has become subject from time to
time as a result of a Tax Event. Whenever in this Security or in the Indenture
there is a reference in any context to the payment of principal of or interest
on the Securities, such mention shall be deemed to include mention of the
payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or



                                       3


would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provision hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided that the
extension of an interest payment period pursuant to this Security shall not
extend the payment of any Additional Sums that may be due and payable during
such interest payment period.

         "Tax Event" means the receipt by the property trustee of the Trust (the
"Property Trustee"), on behalf of the Trust, of an Opinion of Counsel, rendered
by a law firm having a recognized national tax and securities law practice
(which opinion shall not have been rescinded by such law firm), to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein
affecting taxation, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or such pronouncement or decision is announced
on or after the date of issuance of any Preferred Securities, there is more than
an insubstantial risk in each case after the date hereof that (i) the Trust is,
or will be within 90 days of the date thereof, subject to United States federal
income tax with respect to income received or accrued on the Securities, (ii)
interest payable by the Company on the Securities is not, or within 90 days of
the date thereof will not be, deductible by the Company, in whole or in part,
for United States federal income tax purposes or (iii) the Trust is, or will be
within 90 days of the date thereof, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

         "Investment Company Event" means the receipt by the Property Trustee,
on behalf of the Trust, of an Opinion of Counsel, rendered by a law firm having
a recognized national securities law practice (which opinion shall not have been
rescinded by such law firm), to the effect that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, government agency or
regulatory authority on or after the date of original issuance of the Preferred
Securities, there is more than an insubstantial risk that the Trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended.

         3. Redemption Procedures. If the Securities are only partially redeemed
by the Company pursuant to an Optional Redemption or as a result of a Tax Event
as described above, the Securities will be redeemed pro rata or by lot or by any
other method as the Trustee shall deem fair and appropriate. Notwithstanding the
foregoing, if a partial redemption of the Securities would result in the
delisting of the Preferred Securities by any national securities exchange or
other organization on which the Preferred Securities are then listed, the
Company shall not be permitted to effect such partial redemption and will only
redeem the Securities as a whole.



                                       4


         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.

         4. Event of Default. 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.

         5. Conversion. Subject to and upon compliance with the provisions
contained herein, the Securities are convertible, at the option of the Holder,
at any time before the close of business on January 15, 2032 (or, in the case of
a Security called for redemption, prior to the close of business on the business
day prior to the corresponding Redemption Date) into fully paid and
nonassessable shares of common stock of the Company, par value $.01 per share
("Common Stock"), at an initial conversion rate of 2.8249 shares of Common
Stock for each $50 in aggregate principal amount of Securities (equivalent to a
conversion price (as adjusted the "Conversion Price") of $17.70 per share
of Common Stock), subject to adjustment as set forth herein. A Holder may
convert any portion of the principal amount of Securities into that number of
fully paid and nonassessable shares of Common Stock obtained by dividing the
principal amount of Securities to be converted by the Conversion Price. All
calculations under this paragraph shall be made to the nearest cent or 1/100 of
a share, as the case may be. In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at the close of business on the corresponding Redemption
Date, unless the Company defaults in making the payment due upon redemption.

         The Company shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares of Common Stock to provide for
the conversion of the Securities from time to time as such Securities are
presented for conversion; provided that nothing contained herein shall be
construed to preclude the Company from satisfying its obligations in respect of
the conversion of Securities by delivery of repurchased shares of Common Stock
which are held in the treasury of the Company.

         6. Conversion Procedures. In order to convert all or a portion of the
Securities, the Holder thereof shall deliver to EquiServe Trust Company, N.A.,
as conversion agent, or such other conversion agent as the Company may appoint
(the "Conversion Agent") an irrevocable Notice of Conversion (as defined below)
setting forth the principal amount of Securities to be converted, together with
the name or names, if other than the Holder, in which the shares of Common Stock
should be issued upon conversion and, if such Securities are definitive
securities, surrender to the Conversion Agent the Securities to be converted,
duly endorsed or assigned to the Company or in blank. In addition, a holder of
Preferred Securities may exercise its right under the Declaration of Trust to
convert such Preferred Securities into Common Stock by delivering to the
Conversion Agent an irrevocable Notice of Conversion setting forth the
information called for by the preceding sentence and



                                       5


directing the Conversion Agent (i) to exchange such Preferred Security for a
portion of the Securities held by the Trust (at an exchange rate of $50
principal amount of Securities for each Preferred Security) and (ii) to
immediately convert such Securities, on behalf of such holder, into Common Stock
of the Company pursuant to the conversion provisions hereof and, if such
Preferred Securities are in definitive form, surrendering such Preferred
Securities, duly endorsed or assigned to the Company or in blank. So long as any
Preferred Securities are outstanding, the Trust shall not convert any Securities
except pursuant to a Notice of Conversion delivered to the Conversion Agent by a
holder of Preferred Securities. Unless the shares of Common Stock issuable on
conversion are to be issued in the same name as the name in which the Securities
so to be converted are registered, the Securities surrendered for conversion
shall be accompanied by instruments of transfer, in form satisfactory to the
Company, duly executed by the Holder or such Holder's duly authorized attorney
(or the holder of Preferred Securities or such holder's duly authorized
attorney, as the case may be) and an amount sufficient to pay any transfer or
similar tax (or evidence reasonably satisfactory to the Company demonstrating
that such taxes have been paid). "Notice of Conversion" means either (i) the
notice to be given by a holder of the Securities to the Conversion Agent
directing the Conversion Agent to exchange such Securities (or a portion
thereof) for Common Stock or (ii) the notice to be given by a holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such Preferred Securities for Securities and to convert such Securities
into Common Stock on behalf of such holder, as the case may be.

         If a Security is surrendered after the close of business on any Regular
Record Date and prior to opening of business on the corresponding Interest
Payment Date, then, notwithstanding such conversion, the interest payable on
such Interest Payment Date will be paid in cash to the Person in whose name the
Security is registered at the close of business on such Regular Record Date, and
(other than a Security called for redemption on a redemption date occurring
after such record date and prior to such interest payment date), when so
surrendered for conversion, the Security must be accompanied by payment of an
amount equal to the interest payable on such Security on such Interest Payment
Date. A Holder of Securities on a Regular Record Date who (or whose transferee)
tenders any such Securities for conversion into shares of Common Stock on the
corresponding Interest Payment Date will receive the interest payable by the
Company on such Securities on such date, and the converting Holder need not
include payment of the amount of such interest upon surrender of Securities for
conversion. Except as provided above, the Company shall make no payment or
allowance for unpaid interest, whether or not in arrears, on converted
Securities or for interest on the shares of Common Stock issued upon such
conversion.

         As promptly as practicable after delivery to the Conversion Agent of
the Notice of Conversion, the Company shall issue and shall deliver at the
office of the Conversion Agent, unless otherwise directed by the Holder in the
Notice of Conversion, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Securities, together
with the cash payment, if any, in lieu of any fraction of any share to the
Person or Persons



                                       6


entitled to receive the same. The Conversion Agent shall deliver such
certificate or certificates to such Person or Persons.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the Notice of Conversion shall
have been delivered to the Conversion Agent (the "Conversion Date"), and the
Person or Persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become the holder or holders of record of the shares represented thereby at
such time on such date and such conversion shall be at the Conversion Price in
effect at such time on such date, unless the stock transfer books of the Company
shall be closed on that date, in which event such Person or Persons shall be
deemed to have become such holder or holders of record at the close of business
on the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such Notice of Conversion shall have been delivered to the Conversion Agent. All
shares of Common Stock delivered upon conversion of the Securities will upon
delivery be duly and validly issued and fully paid and nonassessable.

         No fractional shares or scrip representing fractions of shares of
Common Stock will be issued upon conversion of the Securities. Instead of any
fractional interest in a share of Common Stock that would otherwise be
deliverable upon the conversion of a Security, the Company shall pay to the
Conversion Agent an amount in cash (computed to the nearest cent) equal to the
same fraction of the Closing Price (as defined below) of such fractional
interest on the Conversion Date, or, if such day is not a day on which any
securities are traded on the national securities exchange or quotation system
used to determine such Closing Price (a "Trading Day"), on the next Trading Day,
and the Conversion Agent in turn will make such payment, if any, to the Holder
of the Securities or the holder of record of the Preferred Securities so
converted. "Closing Price" with respect to any securities on any day shall mean
the closing sale price, regular way, on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and asked prices,
regular way, in each case on the New York Stock Exchange, or, if such security
is not then listed or admitted to trading on such Exchange, on the principal
national securities exchange or quotation system on which such security is
quoted or listed or admitted to trading or, if not quoted or listed or admitted
to trading on any national securities exchange or quotation system, the average
of the closing bid and asked prices of such security on the over-the-counter
market on the date in question as reported by the National Quotation Bureau
Incorporated, or a similarly generally accepted reporting service or, if not so
available, in such manner as furnished by any New York Stock Exchange member
firm selected from time to time by the Board of Directors of the Company for
that purpose or a price determined in good faith by the Board of Directors of
the Company.

         The Company's delivery upon conversion of the fixed number of shares of
Common Stock into which the Securities are convertible (together with the cash
payment, if any, in lieu of fractional shares) shall be deemed to satisfy the
Company's obligation to pay the principal amount at maturity of the proportion
of



                                       7


the Securities so converted and any unpaid interest (including Compounded
Interest, if any) accrued on such Securities at the time of such conversion.

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

         In effecting the conversion transactions described herein, the
Conversion Agent is acting as agent of the holders of Preferred Securities (in
the exchange of Preferred Securities for Securities) and as agent of the Holders
of Securities (in the conversion of Securities into Common Stock), as the case
may be, directing it to effect such conversion transactions. The Conversion
Agent is hereby authorized (i) to exchange Securities held by Trust from time to
time for Preferred Securities in connection with the conversion of such
Preferred Securities in accordance with the conversion provisions hereof and
(ii) to convert all or a portion of the Securities into Common Stock and
thereupon to deliver such shares of Common Stock in accordance with the
conversion provisions hereof and to deliver to the Trust a new Security or
Securities for any resulting unconverted principal amount.

         7. Conversion Price Adjustments. The Conversion Price shall be adjusted
(without duplication) from time to time as follows:

         (a) In case the Company shall, while any of the Securities are
outstanding, (i) pay a dividend or make a distribution on its Common Stock in
shares of its Common Stock, (ii) subdivide its outstanding Common Stock into a
greater number of shares, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares of capital stock by
reclassification of its Common Stock, the Conversion Price in effect immediately
prior thereto shall be adjusted so that the Holder of any Securities thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock of the Company which such Holder would have owned or have been
entitled to receive immediately after the happening of any of the events
described above had such Securities been converted immediately prior to the
happening of such event or the record date therefor, whichever is earlier. An
adjustment made pursuant to this Section 7 (a) shall become effective
immediately after the close of business on the record date in the case of a
dividend or other distribution (except as provided below) and shall become
effective immediately after the close of business on the effective date in the
case of a subdivision, combination or reclassification (or immediately after the
record date if a record date shall have been established for such event).

         (b) In case the Company shall issue, while any of the Securities are
outstanding (i) rights or warrants to all holders of Common Stock entitling them
(for a period expiring within 45 days after the record date mentioned below) to
subscribe for or purchase Common Stock at a price per share less than the
Current Market Price (as defined below) per share of Common Stock at the record
date for the determination of shareholders entitled to receive such rights or
warrants or (ii) shares of Common Stock or securities exercisable for (including
rights or warrants other than those referred to in (i) above and Section 7 (c)
below) or exchangeable or



                                       8


convertible into shares of Common Stock at a price per share (or having an
exercise, exchange or conversion price per share) less than the Current Market
Price per share of Common Stock as of such record date, then in each such case
the Conversion Price in effect immediately prior thereto shall be adjusted to
equal the price determined by multiplying (I) the Conversion Price in effect
immediately prior to the date of issuance of such rights, warrants or shares of
Common Stock (or securities exercisable for or exchangeable or convertible into
shares of Common Stock) by (II) a fraction, the numerator of which shall be the
sum of (A) the number of shares of Common Stock outstanding on the date of
issuance of such rights, warrants or shares of Common Stock (or securities
exercisable for or exchangeable or convertible into shares of Common Stock)
(without giving effect to any such issuance) and (B), in the case of (i) above,
the number of shares which the aggregate proceeds from the exercise of such
rights or warrants for Common Stock or, in the case of (ii) above, the number of
shares which the aggregate consideration receivable by the Company for the total
number of shares of Common Stock (or securities exercisable for or exchangeable
or convertible into shares of Common Stock) so issued would purchase at such
Current Market Price, and the denominator of which shall be the sum of (A) the
number of shares of Common Stock outstanding on the date of issuance of such
rights, warrants or shares of Common Stock (or securities exercisable for or
exchangeable or convertible into Common Stock) (without giving effect to any
such issuance) and (B), in the case of (i) above, the number of additional
shares of Common Stock offered for subscription or purchase or, in the case of
(ii) above, the number of shares of Common Stock so issued or into which the
exercisable, exchangeable or convertible securities may be exercised, exchanged
or converted. Such adjustment shall be made successively whenever any such
rights, warrants or shares of Common Stock (or securities exercisable for or
exchangeable or convertible into Common Stock) are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants or, in the case of the
issuance of Common Stock after the date of issuance thereof (or in the case of
securities exercisable for or exchangeable or convertible into shares of Common
Stock, the date on which holders may first exercise, exchange or convert the
same in accordance with the respective terms thereof). In determining whether
any rights or warrants entitle the holders of Common Stock to subscribe for or
purchase shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of shares of Common Stock (or
securities exercisable for or exchangeable or convertible into shares of Common
Stock), there shall be taken into account any consideration received by the
Company upon issuance and upon exercise of such rights or warrants or upon
issuance of shares of Common Stock (or securities exercisable for or
exchangeable or convertible into shares of Common Stock), the value of such
consideration, if other than cash, to be determined in good faith by the Board
of Directors of the Company. The foregoing notwithstanding, no adjustment shall
be made pursuant to this Section 7 (b) as a result of the issuance or sale of
shares of Common Stock by the Company at a cash price (without deducting from
such consideration any commissions, fees or expenses payable in connection
therewith) not less than ninety-nine percent of the Current Market Price of the
Common Stock on the Trading Day immediately preceding the date of a binding
contract with respect to such sale or, if no such contract has been entered
into, the last Current



                                       9


Market Price of Common Stock on the Trading Day immediately preceding the date
of the issuance of such Common Stock.

         (c) In case the Company shall distribute to all holders of its Common
Stock any shares of capital stock of the Company (other than Common Stock),
evidences of its indebtedness, cash or assets (including securities but
excluding (i) dividends or distributions paid exclusively in cash, (ii) any
rights or warrants referred to in Section 7 (b)(i) above or, (iii) distributions
of cash that would otherwise constitute a Fundamental Change (as defined herein)
and be reflected in a resulting adjustment to the Conversion Price as provided
in Section 8 hereof (any of the foregoing being hereinafter in this subparagraph
(c) called the "Distributed Assets"), then in each such case, unless the Company
elects to reserve shares or other units of such Distributed Assets for
distribution to the Holders of the Securities upon the conversion of the
Securities so that any such Holder converting Securities will receive upon such
conversion, in addition to the shares of the Common Stock to which such holder
is entitled, the amount and kind of such Distributed Assets which such Holder
would have received if such Holder had, immediately prior to the record date for
the distribution of the Distributed Assets, converted his or her Securities into
Common Stock (such election to be based upon a determination by the Board of
Directors of the Company that such reservation will not materially adversely
affect the interests of any Holder of Securities in any such reserved
Distributed Assets), the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying (I) the Conversion Price in
effect immediately prior to the close of business on the record date for the
determination of shareholders entitled to receive such distribution by (II) a
fraction, the numerator of which shall be the Current Market Price per share of
the Common Stock on such record date (the "Reference Date") less the then fair
market value on the Reference Date (as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive) of the
portion of the capital stock or assets or evidences of indebtedness so
distributed applicable to one share of Common Stock, and the denominator of
which shall be the Current Market Price per share of the Common Stock on the
Reference Date. Such adjustment shall become effective immediately, except as
provided herein, after the close of business on the Reference Date. If the Board
of Directors determines the fair market value of any distribution for purposes
of this Section 7 (c) by reference to the actual or when issued trading market
for any securities comprising such distribution, it must, in doing so, consider
the prices in such market over the same period used in computing the Current
Market Price per share of Common Stock. For purposes of this Section 7 (c), any
dividend or distribution that includes shares of Common Stock or rights or
warrants to subscribe for or purchase shares of Common Stock shall be deemed
instead to be (i) a dividend or distribution of the evidence of indebtedness,
shares of capital stock, cash or assets other than such shares of Common Stock
or such rights or warrants (making any reduction of the Conversion Price
required by this Section 7 (c)) immediately followed by (ii) a dividend or
distribution of such shares of Common Stock or such rights or warrants (making
any further reduction of the Conversion Price required by Section 7 (a) or (b)),
except that (A) the Reference Date of such dividend or distribution as defined
in this subparagraph shall be substituted as "the record date in the case of a
dividend or other distribution" and "the record date for



                                       10


the determination of stockholders entitled to receive such rights or warrants"
within the meaning of subparagraphs (a) and (b) and (B) any shares of Common
Stock included in such dividend or distribution shall not be deemed outstanding
for purposes of calculating any adjustment of the Conversion Price in Section 7
(a).

         In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in the immediately preceding
paragraph of this Section 7 (c) (including, without limitation, dividends or
distributions referred to in the last sentence thereof), the Holder of the
Securities, upon the conversion thereof subsequent to the close of business on
the date fixed for the determination of stockholders entitled to receive such
distribution and prior to the effectiveness of the Conversion Price adjustment
in respect of such distribution, shall also be entitled to receive for each
share of Common Stock into which the Securities are converted, the portion of
the Distributed Assets applicable to one share of Common Stock; provided that,
at the election of the Company with respect to all Holders so converting, the
Company may, in lieu of distributing to such Holder any portion of such
Distributed Assets not consisting of cash or securities of the Company, pay such
Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be
conclusive). If any conversion of Securities described in the immediately
preceding sentence occurs prior to the payment date for a distribution to
holders of Common Stock which the Holder of Securities so converted is entitled
to receive in accordance with the immediately preceding sentence, the Company
may elect to distribute to such Holder a due bill for the portion of Distributed
Assets to which such Holder is so entitled; provided that such due bill (i)
meets any applicable requirements of the principal national securities exchange
or other market on which the Common Stock is then traded and (ii) requires
payment or delivery of the Distributed Assets no later than the date of payment
or delivery thereof to holders of shares of Common Stock receiving such
distribution.

         (d) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock and Class B stock, par value $0.01 per share
(the "Class B Stock") cash (excluding regular quarterly dividends in cash that
may from time to time be fixed by the Board of Directors of the Company, and
distributions of cash (i) that would otherwise constitute a Fundamental Change
and be reflected in a resulting adjustment to the Conversion Price as provided
herein or (ii) as part of a distribution referred to in Section 7(c) hereof), in
an aggregate amount (for purposes of this Section 7(d), the "Triggering Amount")
that, combined together with (x) the aggregate amount of any other such
distributions to all holders of Common Stock and Class B Stock made exclusively
in cash within the 12 months preceding the date of payment of such distribution,
and in respect of which no adjustment pursuant to this paragraph (d) has been
made, and (y) the aggregate of any cash plus the fair market value (as
determined in good faith by the Board of Director of the Company, whose
determination shall be conclusive) of consideration payable in respect of any
tender offer by the Company or any of its subsidiaries for all or any portion of
the Common Stock and/or Class B Stock concluded within the 12 months preceding
the date of such distribution, and in respect of which no adjustment pursuant to
paragraph (e) below has been made (for purposes of this Section 7(d),



                                       11


the sum of the Triggering Amount and the amounts referred to in clauses (x) and
(y) above is referred to as the "Total Distribution Amount"), exceeds 17.5% of
the Market Capitalization (as defined below) on the record date with respect to
such distribution, then and in each such case, immediately after the close of
business on the fifth Trading Day after the "ex" date (as defined below), the
Conversion Price shall be reduced so that the same shall equal the amount
determined by multiplying the Conversion Price in effect immediately prior to
the close of business on such date by a fraction, the numerator of which shall
be equal to the Adjustment Date Market Price (as defined below), and the
denominator of which shall be equal to the sum of (A) the Adjustment Date Market
Price and (B) an amount equal to the quotient of (1) the Total Distribution
Amount and (2) the number of shares of Common Stock and Class B Stock
outstanding on such distribution date. Such decrease (if any) in the Conversion
Price shall be given retroactive effect to the opening of business on the "ex"
date. For purposes of Section 7(d) and (e) hereof, the "Adjustment Date Market
Price" with respect to a distribution referred to in this Section 7(d) or a
tender offer referred to in Section 7(e) below, shall be the average of the
daily Closing Prices of Common Stock for the five consecutive Trading Days after
the "ex" date related to such distribution or tender offer, as the case may be.
The term "Market Capitalization" as of any time of determination means the
product of the Current Market Price per share of Common Stock on such date
multiplied by the number of shares of Common Stock and Class B Stock outstanding
on such date. "Ex" date means (i) when used with respect to any issuance,
dividend or distribution, the first date on which the Common Stock trades
regular way on the New York Stock Exchange (or on such successor securities
exchange as the Common Stock may be listed or in the relevant market from which
the Closing Prices were obtained) without the right to receive such dividend or
distribution, and (ii) when used with respect to any tender offer, the first
date on which the Common Stock is quoted regular way on such securities exchange
or in such market after the Tender Expiration Time (as defined herein) of such
tender offer.

         However, in the event that the Triggering Amount applicable to one
share of Common Stock is equal to or greater than the Current Market Price per
share of Common Stock on the record date with respect to such distribution, the
Company shall have the option, in lieu of the foregoing adjustment, to make
adequate provision so that each Holder shall have the right to receive, upon
conversion of Securities, in addition to the shares of Common Stock to which
such Holder is entitled, an amount in cash equal to (i)(A) the Total
Distribution Amount, divided by (B) the number of shares of Common Stock and
Class B Stock outstanding as of the record date with respect to such
distribution, times (ii)(A) the principal amount of Securities so converted,
divided by (B) the Conversion Price in effect on the record date with respect to
such distribution.

         (e) In case a tender offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock and/or Class B Stock
shall expire and such tender offer (as amended upon the expiration thereof)
shall require the payment to shareholders (based on the acceptance (up to any
maximum specified in the terms of the tender offer) of all shares validly
tendered and not withdrawn as of



                                       12


the last time (the "Tender Expiration Time") tenders could have been made
pursuant to such tender offer (as it may be amended)) of an aggregate
consideration having a fair market value (as determined in good faith by the
Board of Director of the Company, whose determination shall be conclusive) (for
purposes of this Section 7(e), the "Triggering Value") that, combined together
with (x) the aggregate of the cash plus the fair market value, as of the Tender
Expiration Time, of consideration payable in respect of any other tender offers,
by the Company or any of its subsidiaries for all or any portion of the Common
Stock and/or Class B Stock outstanding expiring within the 12 months preceding
the Tender Expiration Time and in respect of which no adjustment pursuant to
this Section 7(e) has been made, and (y) the aggregate amount of any
distributions to all holders of Common Stock and Class B Stock made exclusively
in cash within the 12 months preceding the expiration of such tender offer and
in respect of which no adjustment pursuant to Section 7(d) has been made (for
purposes of this Section 7(e), the sum of the Triggering Value and the amounts
referred to in clauses (x) and (y) above is referred to as the "Total
Distribution Value"), exceeds 17.5% of the Market Capitalization as of the
Tender Expiration Time, then, and in each such case, immediately after the close
of business on the fifth Trading Day after the "ex" date, the Conversion Price
shall be adjusted so that the same shall equal the amount determined by
multiplying the Conversion Price in effect immediately prior to the close of
business on the date of the Tender Expiration Time by a fraction, the numerator
of which shall be the Adjustment Date Capitalization (as defined below), and the
denominator of which shall be the sum of the Adjustment Date Capitalization and
the Total Distribution Value. "Adjustment Date Capitalization" shall mean the
product of the Adjustment Date Market Price multiplied by the number of shares
of Common Stock and Class B Stock outstanding on the date of determination of
such Adjustment Date Market Price.

         Such decrease (if any) in the Conversion Price shall be given
retroactive effect to the opening of business on the "ex" date. In the event
that the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such tender offer had not been made. If the application of this Section 7(e)
to any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 7(e).

         (f) Notwithstanding anything in Section 7 (b) and (c), if such
exercisable, exchangeable or convertible securities, rights or warrants shall by
their terms provide for an increase or increases with the passage of time or
otherwise in the price payable to the Company upon the exercise thereof, the
Conversion Price upon any such increase becoming effective shall forthwith be
readjusted (but to no greater extent than originally adjusted by reason of such
issuance or sale) to reflect the same. Upon the expiration or termination of
such rights or warrants, if any such rights or warrants shall not have been
exercised, and upon the expiration or termination of the exercise, exchange or
conversion rights under such exercisable, exchangeable or convertible
securities, if any such exercisable, exchangeable or


                                       13


convertible securities shall not have been exercised, exchanged or converted,
then the Conversion Price thereof shall forthwith be readjusted and thereafter
be the rate which it would have been had an adjustment been made on the basis
that (x) the only rights or warrants so issued or sold were those so exercised
and they were issued or sold for the consideration actually received by the
Company upon such exercise, plus the consideration, if any, actually received by
the Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such options, rights or warrants
whether or not exercised and (y) the Company issued and sold a number of shares
of Common Stock equal to those actually issued upon exercise of such
exercisable, exchangeable or convertible securities, and such shares were issued
and sold for a consideration equal to the aggregate exercise, exchange or
conversion price actually paid at the respective dates of their exercise. An
adjustment made pursuant to this Section 7 (f) shall be made on the next
business day following the date on which any such issuance is made and shall be
effective immediately after the close of business on such date. For purposes of
Section 7 (b) and (c), the aggregate consideration received by the Company in
connection with the issuance of shares of Common Stock or of rights, warrants or
securities exercisable for or exchangeable or convertible into shares of Common
Stock shall be deemed to be equal to the sum of the aggregate offering price
(before deduction of underwriting discounts or commissions and expenses payable
to third parties) of all such securities plus the minimum aggregate amount, if
any, payable upon exercise of such rights or warrants and conversion of any such
exercisable, exchangeable or convertible securities into shares of Common Stock.

         (g) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 7 (g)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment; and provided further, any adjustment shall be
required and made in accordance with the provisions set forth herein (other than
this Section 7(g)) not later than such time as may be required in order to
preserve the tax-free nature of a distribution to the holders of shares of
Common Stock. All calculations hereunder shall be made to the nearest cent (with
$.005 being rounded upward) or to the nearest 1/100 of a share (with .005 of a
share being rounded upward), as the case may be. Anything herein to the contrary
notwithstanding, the Company shall be entitled, to the extent permitted by law,
to make such reductions in the Conversion Price, in addition to those required
herein, as it in its discretion shall determine to be advisable in order that
any stock dividends, subdivision of shares, distribution of rights or warrants
to purchase stock or securities, or a distribution of other assets (other than
cash dividends) hereafter made by the Company to its stockholders shall not be
taxable.

         (h) For purposes of any computation under Section 7 (b), (c), (d) and
(e), the "Current Market Price" per share of Common Stock on any date in
question shall be deemed to be average of the daily Closing Prices for the ten
consecutive Trading Days prior to the earlier of the day in question or, if
applicable, the day before the "ex" date with respect to the issuance or
distribution requiring such computation; provided that if another event occurs
that would require an adjustment to the



                                       14


Conversion Price pursuant to Section 7, the Board of Directors may make such
adjustments to the Closing Prices during such ten Trading Day period as it deems
appropriate to effectuate the intent of the adjustments herein, in which case
any such determination by the Board of Directors shall be conclusive.

         8. Fundamental Change.

         (a) In case the Company shall be a party to any transaction
constituting a Fundamental Change (as defined below) (including without
limitation a merger, consolidation, sale of all or substantially all of the
Company's assets or recapitalization of the Common Stock and excluding any
transaction as to which Section 7 (a) above applies) (each of the foregoing
being referred to as a "Transaction"), then appropriate provision shall be made
as part of the terms of such transaction or series of transactions so that the
Holder of each Security then outstanding shall have the right thereafter to
convert such Security only into (A) if any such transaction does not constitute
a Common Stock Fundamental Change (as hereinafter defined), the kind and amount
of the securities, cash or other property that would have been receivable upon
such recapitalization, reclassification, consolidation, merger, sale, transfer
or share exchange by a holder of the number of shares of Common Stock into which
such Security might have been converted immediately prior to such
recapitalization, reclassification, consolidation, merger, sale, transfer or
share exchange, after, in the case of a Non-Stock Fundamental Change (as
hereinafter defined), giving effect to any adjustment in the Conversion Price
required by the provisions which follow in subparagraph (i) of Section 8(c), and
(B) if any such transaction constitutes a Common Stock Fundamental Change,
common stock of the kind received by holders of Common Stock as a result of such
Common Stock Fundamental Change in an amount determined pursuant to the
provisions which follow in subparagraph (ii) of Section 8(c). The company formed
by such consolidation or resulting from such merger or that acquires such assets
or that acquires the Common Stock, as the case may be, shall enter into a
supplemental indenture with the Trustee, satisfactory in form to the Trustee,
the provisions of which establishes such right and provide for adjustments
which, for events subsequent to the effective date of such supplemental
indenture, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The above provisions shall similarly
apply to successive recapitalization, reclassifications, consolidations,
mergers, sales, transfers or share exchanges.

         (b) Notwithstanding any other provisions in this Section 8 to the
contrary, if any Fundamental Change (as hereinafter defined) occurs, then the
Conversion Price in effect will be adjusted immediately following such
Fundamental Change as described below in Section 8(c).

         (c) For purposes of calculating any adjustment to be made pursuant to
this Section 8 in the event of a Fundamental Change, immediately following such
Fundamental Change (and for such purposes a Fundamental Change shall be deemed
to occur on the earlier of (a) the occurrence of such Fundamental Change and (b)
the date, if any, fixed for determination of shareholders entitled to receive




                                       15


the cash, securities, property or other assets distributable in such Fundamental
Change to holders of the Common Stock):

                  (i) in the case of a Non-Stock Fundamental Change, the
         Conversion Price per share of Common Stock immediately following such
         Non-Stock Fundamental Change shall be the lower of (A) the Conversion
         Price in effect immediately prior to such Non-Stock Fundamental Change,
         but after giving effect to any other adjustments effected pursuant to
         this Section 8, and (B) the product of (1) the greater of the
         Applicable Price (as hereinafter defined) or the then applicable
         Reference Market Price (as hereinafter defined) and (2) a fraction the
         numerator of which shall be 100 and the denominator of which shall be
         the amount determined in the next sentence based on the date on which
         such Non-Stock Fundamental Change occurs. For the twelve month period
         beginning January 30, 2002, the denominator will be 106.5, and the
         denominator will decrease by 0.65 during each successive 12-month
         period; provided that the denominator shall in no event be less than
         100.

                  (ii) in the case of a Common Stock Fundamental Change, the
         Conversion Price per share of Common Stock immediately following the
         Common Stock Fundamental Change shall be the Conversion Price in effect
         immediately prior to such Common Stock Fundamental Change, but after
         giving effect to any other adjustments effected pursuant to this
         Section 8, multiplied by a fraction, the numerator of which is the
         Purchaser Stock Price (as hereinafter defined) and the denominator of
         which is the Applicable Price; provided that, in the event of a Common
         Stock Fundamental Change in which (A) 100% of the value of the
         consideration received by a holder of Common Stock is common stock of
         the successor, acquiror or other third party (and cash, if any, paid
         with respect to any fractional interests in such common stock resulting
         from such Common Stock Fundamental Change) and (B) all of the Common
         Stock shall have been exchanged for, converted into or acquired for
         common stock (and cash, if any, with respect to fractional interests)
         of the successor, acquiror or other third party, the Conversion Price
         per share of Common Stock immediately following such Common Stock
         Fundamental Change shall be the Conversion Price in effect immediately
         prior to such Common Stock Fundamental Change divided by the number of
         shares of common stock of the successor, acquiror, or other third party
         received by a holder of one share of Common Stock as a result of such
         Common Stock Fundamental Change.

         (d) The following definitions shall apply to terms used in this Section
8:

                  (i) "Applicable Price" shall mean (A) in the event of a
         Non-Stock Fundamental Change in which the holders of Common Stock
         receive only cash, the amount of cash receivable by a holder of one
         share of Common Stock and (B) in the event of any other Fundamental
         Change, the average of the Closing Prices for one share of Common Stock
         during the ten Trading Days immediately prior to the record date for
         the determination of the



                                       16


         holders of Common Stock entitled to receive cash, securities, property
         or other assets in connection with such Fundamental Change or, if there
         is no such record date, prior to the date upon which the holders of
         Common Stock shall have the right to receive such cash, securities,
         property or other assets.

                  (ii) "Common Stock Fundamental Change" shall mean any
         Fundamental Change in which more than 50% of the value (as determined
         in good faith by the Board of Directors of the Company) of the
         consideration received by the holders of Common Stock pursuant to such
         transactions consists of shares of common stock that, for the ten
         consecutive Trading Days immediately prior to such Fundamental Change,
         has been admitted for listing or admitted for listing subject to notice
         of issuance on a national securities exchange or quoted on the Nasdaq
         National Market; provided, however, that a Fundamental Change shall not
         be a Common Stock Fundamental Change unless either (A) the Company
         continues to exist after the occurrence of such Fundamental Change and
         the outstanding Preferred Securities continue to exist as outstanding
         Preferred Securities, or (B) the outstanding Preferred Securities
         continue to exist as Preferred Securities and are convertible into
         common stock of the successor to the Company.

                  (iii) "Fundamental Change" shall mean the occurrence of any
         transaction or event or series of transactions or events pursuant to
         which all or substantially all of the Common Stock shall be exchanged
         for, converted into, acquired for or constitutes solely the right to
         receive cash, securities, property or other assets (whether by means of
         an exchange offer, liquidation, tender offer, consolidation, merger,
         combination, reclassification, recapitalization or otherwise);
         provided, however, in the case of a plan involving more than one such
         transaction or event, for purposes of adjustment of the Conversion
         Price, such Fundamental Change shall be deemed to have occurred when
         substantially all of the Common Stock has been exchanged for, converted
         into, or acquired for or constitutes solely the right to receive cash,
         securities, property or other assets, but the adjustment shall be based
         upon the consideration that the holders of Common Stock received in
         such transaction or event as a result of which more than 50% of the
         Common Stock shall have been exchanged for, converted into, or acquired
         for or shall constitute solely the right to receive such cash,
         securities, property or other assets.

                  (iv) "Non-Stock Fundamental Change" shall mean any Fundamental
         Change other than a Common Stock Fundamental Change.

                  (v) "Purchaser Stock Price" shall mean, with respect to any
         Common Stock Fundamental Change, the average of the Closing Prices for
         one share of the common stock received by holders of Common Stock in
         such Common Stock Fundamental Change during the ten Trading Days
         immediately prior to the record date for the determination of the
         holders of Common Stock entitled to receive such common stock or, if
         there is no such



                                       17


         record date, prior to the date upon which the holders of Common Stock
         shall have the right to receive such common stock.

                  (vi) "Reference Market Price" shall initially mean $9.63
         (which is an amount equal to 66-2/3% of the last reported sale price
         for the Common Stock on the New York Stock Exchange on January 24,
         2002) and, in the event of any adjustment to the Conversion Price other
         than as a result of a Fundamental Change, the Reference Market Price
         shall also be adjusted so that the ratio of the Reference Market Price
         to the Conversion Price after giving effect to any such adjustment
         shall always be the same as the ratio of the initial Reference Market
         Price to the initial Conversion Price set forth in Section 5 hereof.

         (e) In determining the amount and type of consideration received by a
holder of Common Stock in the event of a Fundamental Change, consideration
received by a holder of Common Stock pursuant to a statutory right of appraisal
will be disregarded.

         9. Provisions Generally Applicable to Conversion Price Adjustments. In
any case in which the conversion price adjustment provisions herein provide that
an adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event (A) issuing to
the Holders of the Securities converted after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (B) paying to such Holder any amount in cash in lieu of any
fraction as set forth herein.

         For purposes hereof, the number of shares of Common Stock at any time
outstanding shall not include any shares of Common Stock then owned or held by
or for the account of the Company.

         Notwithstanding any other provision herein to the contrary, the
issuance of any shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of the Company and
the investment of additional optional amounts in shares of Common Stock under
any such plan, and the issuance of any shares of Common Stock or options or
rights to purchase such shares pursuant to any employee benefit plan or program
of the Company or pursuant to any option, warrant or exercisable, exchangeable
or convertible security (including, but not limited to, Class B Stock)
outstanding as of January 24, 2002, shall not be deemed to constitute an
issuance of Common Stock or exercisable, exchangeable or convertible securities
by the Company to which any of the Conversion Price adjustment provisions hereof
apply. There shall be no adjustment of the Conversion Price in case of the
issuance of stock of the Company in a reorganization, acquisition or other
similar transaction except as specifically set forth herein. If any action or
transaction would require adjustment of the Conversion Price pursuant to more
than one paragraph hereof, only one adjustment



                                       18


shall be made and such adjustment shall be the amount of adjustment which has
the highest absolute value.

         10.      Notice of Certain Events. If:

                  (i)      the Company shall declare a dividend (or any other
                           distribution) on the Common Stock (other than a
                           dividend in cash that would not require an adjustment
                           of the Conversion Price pursuant to Section 7(c)
                           above); or

                  (ii)     the Company shall authorize the granting to the
                           holders of the Common Stock of rights or warrants to
                           subscribe for or purchase any shares of any class or
                           any other rights or warrants; or

                  (iii)    there shall be any reclassification of the Common
                           Stock (other than an event to which Section 7 (a)
                           (ii) or (iii) above applies) or any consolidation or
                           merger to which the Company is a party and for which
                           approval of any stockholders of the Company is
                           required, or the sale or transfer of all or
                           substantially all of the assets of the Company, or of
                           any compulsory share exchange whereby the Common
                           Stock is converted into other securities, cash or
                           other property; or

                  (iv)     of the voluntary or involuntary dissolution,
                           liquidation or winding up of the Company,

then the Company shall, (a) if any Preferred Securities are outstanding, cause
to be filed with the transfer agent for the Preferred Securities, and shall
cause to be mailed to the holders of record of the Preferred Securities, at
their last addresses as they shall appear upon the stock transfer books of the
Trust or (b) cause to be mailed to the Holders of the Securities at their
addresses as shown on the Securities Register, as promptly as possible, but at
least 15 days prior to the applicable record or effective date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution or rights or warrants are to be
determined or (B) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, distribution, liquidation or winding up
is expected to become effective and the date as of which it is expected, that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
distribution, liquidation or winding up. Failure to give such notice or any
defect therein shall not affect the legality or validity of the proceedings
described herein.

         11. Notice of Adjustment to Conversion Price. Whenever the Conversion
Price is adjusted as herein provided, the Company shall promptly calculate such


                                       19


adjustment and file with the Trustee, the transfer agent for the Preferred
Securities and the Securities and the Conversion Agent an officers' certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts upon which such adjustment is based. Neither the
Trustee nor the Property Trustee shall have any duty or obligation to make any
of the calculations required to be made in Section 7 or 8 hereof or to verify or
confirm the accuracy of any of such calculations. Promptly after delivery of
such certificate, the Company shall prepare a notice of such adjustment of the
Conversion Price setting forth the adjusted Conversion Price and the date on
which such adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Price to the Holders of the Securities and all
record holders of Preferred Securities at his or her last address as shown on
the Security Register or the stock transfer books of the Trust, as applicable.

         12. Amendments and Waivers. The Indenture permits, with certain
exceptions as therein provided, the Company and the Trustee, with the consent of
the Holders of not less than 66-2/3% in aggregate principal amount of the
Securities of all series affected at the time Outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities; 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 on any Security, or reduce the
principal amount thereof, or reduce the rate of payment of interest thereon,
without the consent of the Holder of each Security so affected or (ii) reduce
the aforesaid percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holders
of each Security then Outstanding. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Securities of all series at the time outstanding affected thereby, on behalf of
the Holders of the 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 (unless revoked as provided in the Indenture) 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.

         Subject to Article XIV of the Indenture, no reference herein to the
Indenture (other than such Section) 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 on this Security herein provided, and at the times, place and rate,
and in the coin or currency, herein prescribed.

         13. Interest Deferral. So long as no Event of Default has occurred and
is continuing, the Company shall have the right, at any time during the term of
the Securities, from time to time to extend the interest payment period of such


                                       20


Securities for up to 20 consecutive quarterly interest periods (the "Extended
Interest Payment Period"), at the end of which period the company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate of
6.50% per annum compounded quarterly to the extent permitted by applicable law
("Compounded Interest")); provided that no Extended Interest Payment Period may
extend beyond the date of maturity or any redemption date of the Securities.
During such Extended Interest Payment Period, the Company shall not declare or
pay any dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common or Class B stock,
preferred stock or any other securities similar to the Preferred Securities or
debt securities of the Company ranking equally in right of payment with or
junior to the Securities, or make any guarantee payments with respect thereto;
provided, however, that, during any such Extended Interest Payment Period, the
Company may (i) make any dividend, redemption, liquidation, interest, principal
or guarantee payment by way of securities, including capital stock, that rank
equally with or junior to the securities on which such dividend, redemption,
liquidation, interest, principal or guarantee payment is being made, (ii) pay
dividends (and cash in lieu of fractional shares) upon the conversion, other
than at the Company's option, of any of its preferred stock, in accordance with
the terms of such stock (iii) make payments under the Guarantee (as defined in
the Declaration of Trust), (iv) purchase Common Stock issued under any of the
Company's benefit plans for its directors, officers or employees, (v) make
payments or distributions in connection with a reclassification of the Company's
capital stock or the exchange or conversion of one series or class of the
Company's capital stock for another series or class of the Company's capital
stock and (vi) purchase fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged. Prior to the termination of any such
Extended Interest Payment Period, the Company may pay all or any portion of the
interest accrued on the Securities on any Interest Payment Date to Holders of
record on the Regular Record Date for such Interest Payment Date or from time to
time further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period, together with all such further extensions
thereof, shall not exceed 20 consecutive quarterly interest periods or extend
beyond the date of maturity of any redemption date of the Securities. At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest then due, together with Compounded Interest, the
Company may select a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest on this Security shall be due and payable
during an Extended Interest Payment Period, except at the end thereof. At the
end of the Extended Interest Payment Period, the Company shall pay all interest
accrued and unpaid on the Securities including any Compounded Interest which
shall be payable to the Holders of the Securities in whose names the Securities
are registered in the Security Register on the Regular Record Date for the first
Interest Payment Date occurring on or after the end of the Extended Interest
Payment Period.

         So long as the Property Trustee is the sole owner and holder of record
of the Securities at the time the Company selects an Extended Interest Payment
Period, the Company shall give both the Property Trustee and the Trustee written
notice of



                                       21


its selection of such Extended Interest Payment Period ten business days prior
to the earlier of (i) the next succeeding date on which distributions on the
Preferred Securities are payable or (ii) the date the Trust is required to give
notice of the record date or the date such distributions are payable to the New
York Stock Exchange or other applicable self-regulatory organization or to
holders of the Preferred Securities, but in any event not less than one business
day prior to such record date. The Company shall cause the Trust to give notice
of the Company's selection of such Extended Interest Payment Period to the
holders of Preferred Securities.

         If, as a result of an Early Termination Event (as defined in the
Declaration of Trust), Securities have been distributed to holders of Preferred
Securities, at the time the Company selects an Extended Interest Payment Period,
the Company shall give the holders of Securities and the Trustee written notice
of its selection of such Extended Interest Payment Period at least ten business
days prior to the earlier of (i) the next succeeding Interest Payment Date or
(ii) the date the Company is required to give notice of the record or payment
date of such interest payment to the New York Stock Exchange (if the Securities
are then listed thereon) or other applicable self-regulatory organization or to
holders of the Securities.

         14. Agreed Tax Treatment. The Company and, by acceptance of a Security
or a beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Security, agree that for United States federal,
state and local tax purposes it is intended that such Security constitute
indebtedness.

         15. Listing of Securities upon Distribution to Preferred Security
Holders. In connection with the distribution of the Securities to the holders of
the Preferred Securities upon an Early Termination Event, the Company will use
its best efforts to list such Securities on the New York Stock Exchange or on
such other exchange as the Preferred Securities are then listed and traded.

         16. Transfer of Securities. 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 the Borough
of Manhattan, the City and State of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         Except as provided below, the Securities of this series are issuable
only in registered form without coupons in denominations of $50 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. In
connection with the distribution



                                       22


of Securities to holders of the Preferred Securities in connection with an early
termination event (as defined in the Declaration of Trust):

                  (i) the Securities in certificated form may be presented to
the Trustee by the Property Trustee in exchange for one or more Global
Securities in an aggregate principal amount equal to the aggregate principal
amount of all outstanding Securities, to be registered in the name of the
Depository, or its nominee, and delivered by the Trustee to the Depository, or
its custodian, for crediting to the accounts of its participants pursuant to the
procedures of the Depository. The Company upon any such presentation shall
execute a Global Security in such aggregate principal amount and deliver the
same to the Trustee for authentication and delivery in accordance with the
Indenture; and

                  (ii) if any Preferred Securities are held in non book-entry
certificated form, the Security in certificated form may be presented to the
Trustee by the Property Trustee and any Preferred Security certificate which
represents Preferred Securities other than Preferred Securities held by the
Depository or its nominee ("Non Book-Entry Preferred Securities") will be deemed
to represent beneficial interests in Securities presented to the Trustee by the
Property Trustee having an aggregate principal amount equal to the aggregate
liquidation amount of the Non Book-Entry Preferred Securities until such
Preferred Security certificates are presented to the Security Registrar for
transfer or reissuance at which time such Non Book-Entry Preferred Security
certificates will be canceled and a Security, registered in the name of the
holder of the Preferred Security certificate or the transferee of the holder of
such Preferred Security certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Security certificate canceled, will be executed by the Company and delivered to
the Trustee for authentication and delivery in accordance with the Indenture. On
issue of such Securities, Securities with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Trustee will be deemed
to have been canceled.

         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 and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.