8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report January 29, 2002
(Date of earliest event reported)

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

Delaware
(State or other jurisdiction of incorporation)

1-3950	38-0549190
(Commission File Number)	(IRS Employer Identification No.)
One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 313-322-3000

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TABLE OF CONTENTS

Form of Underwriting Agreement

Form of Junior Subordinated Debenture Certificate

Form of Declaration

Form of Guarantee

Opinion/Consent of Dennis E. Ross

Computation of Ratio of Earnings

Item 5. Other Events.

     Ford Motor Company (“Ford”, “we”, or “our”) and Ford Motor Company Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the “Trust”), have filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statements on Form S-3 (Registration Statement No. 333-49164 and Registration Statement No. 333-75214, which also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-49164), each as amended by Pre-Effective Amendment No. 1 to Registration Statement No. 333-75214 relating to (i) the offer by the Trust of 100,000,000 shares (including over-allotment shares) of its 6.50% Cumulative Convertible Trust Preferred Securities (liquidation preference $50 per preferred security) (the “Preferred Securities”) and (ii) in connection therewith, the issuance to the Trust by Ford of its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032 (the “Junior Subordinated Debentures”) in the aggregate principal amount of $5,154,639,176. Concurrently with the issuance of the Preferred Securities by the Trust, Ford will make a cash contribution to the Trust, the proceeds of which, together with the proceeds from the sale of the Preferred Securities, will be used by the Trust to purchase as trust assets the Junior Subordinated Debentures. All of such transactions are anticipated to occur on January 30, 2002. The Preferred Securities are to be issued pursuant to an Amended and Restated Declaration of Trust of the Trust dated as of January 30, 2002 (the “Declaration”) to be executed by Ford, as sponsor, the Administrative Trustees named therein, JPMorgan Chase Bank, as property trustee, and Chase Manhattan Bank USA, National Association, as Delaware trustee. The Junior Subordinated Debentures are to be issued under an Indenture dated as of January 30, 2002, to be entered into by and between Ford and JPMorgan Chase Bank, as indenture trustee. The Preferred Securities will be guaranteed by Ford to the extent described in the Prospectus and Prospectus Supplement forming a part of the Registration Statements referred to above, pursuant to a Guarantee Agreement dated as of January 30, 2002 (the “Guarantee”), to be entered into by and between Ford and JPMorgan Chase Bank, as guarantee trustee. The Preferred Securities are being sold pursuant to an Underwriting Agreement dated as of January 24, 2002 (the “Underwriting Agreement”) among Ford, the Trust and the Underwriters named therein.

     Forms of (i) the Underwriting Agreement, (ii) the certificate representing the Junior Subordinated Debentures, (iii) the Declaration and (iv) the Guarantee are filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, hereto and the opinion of Dennis E. Ross, Vice President and General Counsel of Ford, regarding certain U.S. federal income tax consequences to holders of the Preferred Securities described in the Prospectus and Prospectus Supplement referred to above, is filed as Exhibit 8 hereto.

     On January 29, 2002, a purported securities fraud class action suit was filed against Ford in New York on behalf of all persons who purchased or otherwise acquired the common stock of Ford from December 1, 1998 through January 2, 2002. The complaint alleges that Ford made certain misrepresentations related to its purchases of precious metals (e.g., palladium, platinum and rhodium) used by Ford in the catalytic converters installed on its vehicles to meet automotive emission standards. In the fourth quarter of 2001, we incurred a pre-tax charge of $1 billion to write-down excess precious metals and forward purchase contracts for precious metals as a result of the combined effect of a decline in the market prices for the metals and our development of new technology that reduces the amount of metal we need in the production of catalytic converters and other supply and anticipated usage-related factors.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

EXHIBITS

Designation	Description	Method of Filing
Exhibit 1.1	Form of Underwriting Agreement	Filed with this Report
Exhibit 4.1	Form of Junior Subordinated Debenture certificate	Filed with this Report
Exhibit 4.2	Form of Declaration	Filed with this Report
Exhibit 4.3	Form of Guarantee	Filed with this Report
Exhibit 8	Opinion of Dennis E. Ross	Filed with this Report
Exhibit 12	Calculation of Ratio of Earnings To Combined Fixed Charges and Preferred Stock Dividends	Filed with this Report
Exhibit 23	Consent of Dennis E. Ross	Included in Exhibit 8

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SIGNATURE

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

	FORD MOTOR COMPANY (Registrant)
Date: January 30, 2002	By: /s/	Peter Sherry, Jr.
		Peter Sherry, Jr. Assistant Secretary

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EXHIBIT INDEX

Designation	Description
Exhibit 1.1	Form of Underwriting Agreement	Filed with this Report
Exhibit 4.1	Form of Junior Subordinated Debenture certificate	Filed with this Report
Exhibit 4.2	Form of Declaration	Filed with this Report
Exhibit 4.3	Form of Guarantee	Filed with this Report
Exhibit 8	Opinion of Dennis E. Ross	Filed with this Report
Exhibit 12	Calculation of Ratio of Earnings To Combined Fixed Charges and Preferred Stock Dividends	Filed with this Report
Exhibit 23	Consent of Dennis E. Ross	Included in Exhibit 8

EX-1.1

                                                                     EXHIBIT 1.1


                       FORD MOTOR COMPANY CAPITAL TRUST II


             - -% Cumulative Convertible Trust Preferred Securities
               (Liquidation Preference $50 per Preferred Security)

                        [Form of Underwriting Agreement]

                                                                         -, 2002

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
      As Representatives of the several
      underwriters listed in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

                  Ford Motor Company Capital Trust II (the "Trust"), a statutory
business trust organized under the Business Trust Act (the "Delaware Act") of
the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C.
ss. 3801 et seq.), proposes, subject to the terms and conditions stated herein,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), an aggregate of - -% Cumulative Convertible Trust Preferred
Securities of the Trust (the "Underwritten Securities") and, for the sole
purpose of covering over-allotments in connection with the sale of the
Underwritten Securities, at the option of the Underwriters, up to an additional
- - -% Cumulative Convertible Trust Preferred Securities of the Trust (the "Option
Securities"). The Underwritten Securities and the Option Securities are herein
referred to as the "Preferred Securities". The Preferred Securities will be
convertible at the option of the holder thereof into shares of common stock, par
value $0.01 per share (the "Common Stock"), of Ford Motor Company, a Delaware
corporation (the "Company").

                  The Preferred Securities will be guaranteed by the Company
with respect to distributions and amounts payable upon liquidation or redemption
(the "Guarantee"), to the extent described in the Prospectus (as defined below),
pursuant to the Preferred Securities Guarantee Agreement (the "Guarantee
Agreement") to be dated as of the First Time of Delivery (as defined below)
executed and delivered by the Company and JPMorgan Chase Bank, as Guarantee
Trustee (the "Guarantee Trustee") for the benefit of the holders from time to
time of the Preferred Securities. The entire proceeds from the sale of the
Preferred Securities will be combined with the entire proceeds from the sale by
the Trust to the Company of its common securities (the "Common Securities") and
will be used by the Trust to purchase $- in aggregate principal amount of -%
Junior Subordinated Convertible Debentures due - (the "Debentures") issued by
the Company. The Preferred Securities and the Common Securities will be issued







pursuant to the amended and restated declaration of trust of the Trust, to be
dated as of - (the "Declaration"), among the Company, as Sponsor, the trustees
named therein (the "Trustees") and the holders from time to time of undivided
beneficial interests in the assets of the Trust. The Debentures will be issued
pursuant to an Indenture to be dated as of - (the "Indenture") between the
Company and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture Trustee").
The shares of Common Stock initially issuable upon conversion of the Debentures,
as described in the Prospectus, are referred to herein as the "Conversion
Shares". The Preferred Securities, the Guarantee, the Debentures and the
Conversion Shares are collectively referred to herein as the "Securities".
Capitalized terms used herein without definition have the respective meanings
specified in the Prospectus.

         1. Each of the Trust and the Company jointly and severally represents
and warrants to, and agrees with, each of the Underwriters that:

                  (a) A registration statement on Form S-3 ( "Registration
         Statement No. 333-49164") and a registration statement on Form S-3
         ("Registration Statement No. 333-75214"), each as amended by
         Pre-Effective Amendment No. 1 to Registration Statement No. 333-75214,
         have been filed with the Securities and Exchange Commission (the
         "Commission") (Registration Statement No. 333-75214 also constitutes
         Post-Effective Amendment No. 1 to Registration Statement
         No. 333-49164); such registration statements and any amendment thereto,
         each in the form heretofore delivered to you, have been declared
         effective by the Commission in such form; and no stop order suspending
         the effectiveness of either registration statement has been issued and
         no proceeding for that purpose has been initiated or threatened by the
         Commission (the preliminary prospectus together with the preliminary
         prospectus supplement included in Pre-Effective Amendment No. 1 to
         Registration Statement No. 333-75214 or filed with the Commission
         pursuant to Rule 424(a) of the rules and regulations of the Commission
         under the Securities Act of 1933, as amended (the "Act"), and the
         documents incorporated by reference therein pursuant to Item 12 of Form
         S-3 under the Act, taken together, is hereinafter called the
         "Preliminary Prospectus"; Registration Statement No. 333-49164, as
         amended by Registration Statement No. 333-75214, and Registration
         Statement No. 333-75214, as amended by Pre-Effective Amendment No. 1
         thereto, at the time at which Registration Statement No. 333-75214
         became effective, and the documents incorporated by reference in such
         registration statements pursuant to Item 12 of Form S-3 under the Act,
         including the information contained in the form of final prospectus and
         final prospectus supplement, each dated -, filed with the Commission
         pursuant to Rule 424(b) under the Act and deemed by virtue of Rule 430A
         under the Act to be part of the registration statements at the time
         Registration Statement No. 75214 was declared effective, and also
         including the exhibits and schedules thereto, taken together, being
         hereinafter collectively referred to as the "Registration Statement";
         such final prospectus and final prospectus supplement, each dated -, in
         the form first filed with the Commission pursuant to Rule 424(b) under
         the Act, and the documents incorporated by reference therein pursuant
         to Item 12 of Form S-3 under the Act, taken together, being hereinafter
         referred to as the "Prospectus"; any reference herein to the
         Registration Statement or the Prospectus shall be deemed to include the
         documents incorporated by reference therein pursuant to Item 12 of Form
         S-3 under the Act, as of the effective date



                                       2


         of the Registration Statement or the date of the Prospectus, as the
         case may be; and any reference to "amend", "amendment" or "supplement"
         with respect to the Registration Statement or the Prospectus shall be
         deemed to refer to and include any documents filed under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") after the date of
         such Registration Statement or the Prospectus, as the case may be,
         which are deemed to be incorporated by reference therein).

                  (b) No order preventing or suspending the use of the
         Preliminary Prospectus has been issued by the Commission, and the
         Preliminary Prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Act and the rules and
         regulations of the Commission thereunder and did not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter through you expressly for use therein;)

                  (c) The Registration Statement conforms, and the Prospectus
         and any further amendments or supplements to the Registration Statement
         or the Prospectus will conform, in all material respects, to the
         requirements of the Act and the rules and regulations of the Commission
         thereunder and do not and will not, as of the applicable effective date
         as to the Registration Statement and any amendment thereto and as of
         the applicable filing date as to the Prospectus and any amendment or
         supplement thereto, contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that this representation and warranty shall not apply to (i)
         any statements or omissions made in reliance upon and in conformity
         with information furnished in writing to the Company by an Underwriter
         through you expressly for use therein or (ii) that part of the
         Registration Statement that constitutes the Statements of Eligibility
         and Qualification on Forms T-1 (the "Forms T-1");

                  (d) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, with corporate power and authority to own its properties
         and conduct its business as described in the Prospectus, and has been
         duly qualified as a foreign corporation for the transaction of business
         and is in good standing under the laws of each other jurisdiction in
         which it owns or leases properties or conducts any business so as to
         require such qualification, except to the extent that the failure to so
         qualify or be in good standing would not have a material adverse effect
         on the financial condition or results of operations of the Company and
         its subsidiaries, considered as a whole;

                  (e) The Trust has been duly formed and is validly existing in
         good standing as a business trust under the Delaware Act, is and will
         be treated as a "grantor trust" for federal income tax purposes under
         existing law, has the business trust power and authority to conduct its
         business as presently conducted and as described in the Prospectus, and
         is not required to be authorized to do business in any other
         jurisdiction;




                                       3


                  (f) Each of Ford Motor Credit Company ("FMCC"), Ford Holdings
         LLC, The American Road Insurance Company, The Hertz Corporation and
         Granite Management Corporation, to the extent then a subsidiary of the
         Company (collectively, the "Principal Subsidiaries"), has been duly
         incorporated or organized and is validly existing as a corporation or
         limited liability company in good standing under the laws of its
         jurisdiction of incorporation or organization, and all of the issued
         shares of capital stock of FMCC and of each of the other Principal
         Subsidiaries have been duly and validly authorized and issued, are
         fully paid and non-assessable, and the shares of FMCC and of the other
         Principal Subsidiaries, being all the outstanding shares of common
         stock of FMCC and the other Principal Subsidiaries, are owned by the
         Company, directly or indirectly, free and clear of any pledge, lien,
         security interest, charge, claim, equity or encumbrance of any kind,
         with only such exceptions as are not material to the business of the
         Company and its subsidiaries considered as a whole;

                  (g) The Company has an authorized capitalization as set forth
         in the Prospectus; all of the issued shares of capital stock of the
         Company have been duly and validly authorized and issued, are fully
         paid and non-assessable and conform to the description thereof
         contained in the Prospectus;

                  (h) The Conversion Shares have been duly authorized by the
         Company and validly reserved for issuance by the Company upon
         conversion of the Debentures by all necessary corporate action of the
         Company, and the Conversion Shares, when duly issued by the Company,
         will be validly issued, fully paid and non-assessable; no holder
         thereof will be subject to personal liability solely by reason of being
         such a holder; and the issuance of the Conversion Shares will not be
         subject to preemptive or similar rights;

                  (i) The Company has the corporate power and authority to
         execute, deliver and perform its obligations under this Agreement, the
         Declaration, the Indenture and the Guarantee Agreement; the Trust has
         the business trust power and authority to execute, deliver and perform
         its obligations under this Agreement;

                  (j) This Agreement has been duly authorized, executed and
         delivered by the Company and the Trust;

                  (k) The Preferred Securities have been duly and validly
         authorized by the Declaration and, when authenticated in the manner
         provided for in the Declaration and issued and delivered against
         payment therefor as provided herein, will be duly and validly issued
         and (subject to the terms of the Declaration) fully paid and
         non-assessable undivided beneficial interests in the assets of the
         Trust, not subject to any preemptive or similar rights, and will
         conform to the description thereof contained in the Prospectus; holders
         of Preferred Securities will 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;

                  (l) The Declaration has been duly authorized by the Company
         and, as of the First Time of Delivery, will have been duly executed and
         delivered by the Company. Assuming due authorization, execution and
         delivery of the Declaration by the Trustees,




                                       4


         the Declaration will, as of the First Time of Delivery, be a valid and
         binding obligation of the Company and the Trustees, enforceable against
         the Company and the Trustees in accordance with its terms, except as
         the same may be limited by bankruptcy, insolvency, reorganization,
         receivership, moratorium or other similar laws relating to or affecting
         the enforcement of creditors' rights generally, by general equitable
         principles (regardless of whether such enforceability is considered in
         a proceeding in equity or at law), or considerations of public policy
         or the effect of applicable law relating to fiduciary duties;

                  (m) The Guarantee Agreement has been duly authorized by the
         Company and, as of the First Time of Delivery, will have been duly
         executed and delivered by the Company. As of the First Time of
         Delivery, the Guarantee Agreement will be duly qualified under the
         Trust Indenture Act, and assuming due authorization, execution and
         delivery of the Guarantee Agreement by the Guarantee Trustee and upon
         execution and delivery by the Company, will be a valid and binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, except as the same may be limited by
         bankruptcy, insolvency, reorganization, receivership, moratorium or
         other similar laws relating to or affecting the enforcement of
         creditors' rights generally and by general equitable principles,
         regardless of whether such enforceability is considered in a proceeding
         in equity or at law;

                  (n) The Indenture has been duly authorized by the Company and,
         as of the First Time of Delivery, will have been duly executed and
         delivered by the Company. As of the First Time of Delivery, the
         Indenture will be duly qualified under the Trust Indenture Act and,
         assuming due authorization, execution and delivery of the Indenture by
         the Indenture Trustee and upon execution and delivery by the Company,
         will be enforceable against the Company in accordance with its terms,
         except as the same may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium or other similar laws relating
         to or affecting the enforcement of creditors' rights generally and by
         general equitable principles, regardless of whether such enforceability
         is considered in a proceeding in equity or at law;

                  (o) The Debentures have been duly authorized, and, assuming
         due authorization, execution and delivery of the Indenture by the
         Indenture Trustee, when executed and authenticated in accordance with
         the provisions of the Indenture and delivered to the Trust against
         payment therefor as described in the Prospectus, will be entitled to
         the benefits of the Indenture and will be valid and binding obligations
         of the Company enforceable against the Company in accordance with their
         terms, except as the same may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium or other similar laws relating
         to or affecting the enforcement of creditors' rights generally and by
         general equitable principles, regardless of whether such enforceability
         is considered in a proceeding in equity or at law;

                  (p) The execution and delivery by the Company and the Trust
         of, and the performance by the Company and the Trust of their
         obligations under, this Agreement, the execution and delivery by the
         Company of, and the performance by the Company of its obligations
         under, the Declaration, the Indenture, the Guarantee Agreement and the
         Debentures, the issuance and delivery by the Trust of the Preferred
         Securities and the




                                       5


         consummation of the transactions herein and therein contemplated will
         not conflict with or result in a breach of any of the terms or
         provisions of, or constitute a default under (in each case material to
         the Company and its subsidiaries (including the Trust) considered as a
         whole), any indenture, mortgage, deed of trust, loan agreement,
         guarantee, lease, financing agreement or other similar agreement or
         instrument to which the Company or any of its subsidiaries (including
         the Trust) is a party or by which the Company or any of its
         subsidiaries (including the Trust) is bound or to which any of the
         property or assets of the Company or any of its subsidiaries (including
         the Trust) is subject, nor will such actions result in any violation of
         the provisions of the certificate of incorporation or by-laws of the
         Company or the Declaration, nor will such actions result in any
         violation (in each case material to the Company and its subsidiaries
         (including the Trust) considered as a whole) of any statute or any
         order, rule or regulation of any court or regulatory authority or other
         governmental body having jurisdiction over the Company or any of its
         subsidiaries (including the Trust) or any of their properties; and no
         consent, approval or authorization or order of, or qualification with,
         any governmental body or agency is required for, and the absence of
         which would materially affect, the execution and delivery by the
         Company and the Trust of, and the performance by the Company and the
         Trust of their obligations under, this Agreement, the execution and
         delivery by the Company of, and the performance by the Company of its
         obligations under, the Declaration, the Indenture, the Guarantee
         Agreement and the Debentures, the issuance and delivery by the Trust of
         the Preferred Securities and the consummation of the transactions
         herein and therein contemplated, except such approvals as will be
         obtained under the Act, the Exchange Act or the Trust Indenture Act and
         as may be required under the securities or Blue Sky laws of the various
         states or the securities law of non-U.S. jurisdictions;

                  (q) Neither the Company nor any of its Principal Subsidiaries
         is (i) in violation of its certificate of incorporation or by-laws,
         (ii) in default in the performance or observance of any material
         obligation, agreement, covenant or condition contained in any
         indenture, mortgage, deed of trust, loan agreement, lease or other
         agreement or instrument to which it is a party or by which it or any of
         its properties may be bound;

                  (r) The statements set forth in the Prospectus under the
         caption "Description of the Preferred Securities", "Description of the
         Debentures", "Description of the Preferred Securities Guarantee",
         "Relationship among the Preferred Securities, the Debentures and the
         Preferred Securities Guarantee", "Description of Debt Securities",
         "Description of Capital Stock", "Description of Trust Preferred
         Securities", and "Description of Preferred Securities Guarantees",
         insofar as they purport to constitute a summary of the terms thereof,
         and under the caption "United States Federal Income Tax
         Considerations", insofar as they purport to describe the provisions of
         the laws and documents referred to therein, are accurate in all
         material respects;

                  (s) Other than as set forth or contemplated in the Prospectus,
         there are no legal or governmental proceedings pending to which the
         Company or any of its subsidiaries is a party or of which any property
         of the Company or any of its subsidiaries is the subject in which there
         is a reasonable possibility of an adverse decision which, individually
         or in the aggregate, could have a material adverse effect or
         prospective




                                       6


         material adverse effect, on the financial condition or results of
         operations (on an annual basis) of the Company and its subsidiaries
         considered as a whole; and, to the Company's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

                  (t) Neither the Company nor the Trust is and, after giving
         effect to the offering and sale of the Preferred Securities, will be an
         "investment company" or an entity "controlled" by an "investment
         company", as such terms are defined in the Investment Company Act of
         1940, as amended (the "Investment Company Act");

                  (u) PricewaterhouseCoopers, L.L.P., who have certified certain
         financial statements of the Company and its subsidiaries included in
         the Registration Statement and the Prospectus, as amended or
         supplemented, are, to the best knowledge of the Company, independent
         public accountants with respect to the Company and its subsidiaries as
         required by the Act and the rules and regulations of the Commission
         thereunder; and

                  (v) The Common Securities have been duly authorized for
         issuance by the Declaration and, when issued and delivered by the Trust
         to the Company against payment therefor as described in the Prospectus,
         will be validly issued and (subject to the terms of the Declaration)
         fully paid and nonassessable undivided beneficial interests in the
         assets of the Trust and will conform in all material respects to the
         description thereof in the Prospectus; the issuance of the Common
         Securities is not subject to preemptive or other similar rights;
         holders thereof will be entitled to the same limitation of personal
         liability extended to stockholders of private corporations for profit
         organized under the Corporation Law of the State of Delaware; and at
         the First Time of Delivery, all of the issued and outstanding Common
         Securities of the Trust will be directly owned by the Company free and
         clear of any security interest, mortgage, pledge, lien, encumbrance,
         claim or equity.



                                       7


         2. Subject to the terms and conditions herein set forth, (a) the Trust
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Trust, at a
purchase price per Preferred Security of $-, the number of Underwritten
Securities set forth opposite the name of such Underwriter in Schedule I hereto
and (b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Option Securities as provided below, the Trust agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Trust, at the purchase price per
Preferred Security set forth in Clause (a) of this Section 2, that portion of
the number of Option Securities as to which such election shall have been
exercised (to be adjusted by you so as to eliminate fractional Preferred
Securities) determined by multiplying such number of Option Securities by a
fraction, the numerator of which is the maximum number of Option Securities
which such Underwriter is entitled to purchase as set forth opposite the name of
such Underwriter in Schedule I hereto and the denominator of which is the
maximum number of Option Securities which all of the Underwriters are entitled
to purchase hereunder.

         The Trust hereby grants to the Underwriters the right to purchase at
their election up to -Option Securities, at the purchase price per Preferred
Security set forth in the paragraph above, for the sole purpose of covering
over-allotments in the sale of the Underwritten Securities. Any such election to
purchase Option Securities may be exercised only by written notice from you to
the Trust, given within a period of 30 calendar days after the date of this
Agreement, setting forth the aggregate number of Option Securities to be
purchased and the date on which such Option Securities are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Trust otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.

         In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Debentures, the Company agrees to pay as
compensation for the Underwriters' arranging the investment therein of such
proceeds an amount in immediately available funds of $- per Preferred Security
purchased hereunder.

         3. Upon the authorization by you of the release of the Underwritten
Securities and, if applicable, the Option Securities, the several Underwriters
propose to offer the Underwritten Securities and, if applicable, the Option
Securities for sale upon the terms and conditions described in the Prospectus.

         4. (a) The Preferred Securities to be purchased by each Underwriter
hereunder will be issued by or on behalf of the Trust in one or more global
securities, which will be deposited with, or in accordance with the instructions
of The Depository Trust Company, New York, New York ("DTC") and registered in
the name of DTC's nominee, against payment by or on behalf of such Underwriter
of the purchase price therefor by wire or interbank transfer to an account
specified by the Trust in immediately available funds. The time and date of such
deposit and payment shall be, with respect to the Underwritten Securities, 9:30
a.m., New York City time, on - or such other time and date as you and the Trust
may agree upon in writing, and, with respect to the Option Securities, 9:30
a.m., New York time, on the date specified by you in the written notice given by
you of the Underwriters' election to purchase such Option Securities, or



                                       8


such other time and date as you and the Trust may agree upon in writing. Such
time and date for delivery of the Underwritten Securities are herein called the
"First Time of Delivery", such time and date for delivery of the Option
Securities, if not the First Time of Delivery, are herein called the "Second
Time of Delivery", and each such time and date for delivery are herein called a
"Time of Delivery".

         (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Preferred Securities and any additional documents requested by
the Underwriters pursuant to Section 7(k) hereof, will be delivered at the
offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022
(the "Closing Location") all at such Time of Delivery. A meeting will be held at
the Closing Location at 3:00 p.m., New York City time, on the New York Business
Day next preceding such Time of Delivery, at which meeting the final drafts of
the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. For the purposes of this Section 4
"New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.

         5. Each of the Trust and the Company jointly and severally agrees with
each of the Underwriters:

                  (a) To prepare the Prospectus and to file such Prospectus
         pursuant to Rule 424(b) under the Act not later than the Commission's
         close of business on the second business day following the execution
         and delivery of this Agreement, or, if applicable, such earlier time as
         may be required by Rule 430A(a)(3) under the Act; to make no further
         amendment or any supplement to the Registration Statement or Prospectus
         prior to having furnished you with a copy of the proposed form thereof
         and given you a reasonable opportunity to review the same; to advise
         you, promptly after it receives notice thereof, of the time when any
         amendment to the Registration Statement has been filed or becomes
         effective or any supplement to the Prospectus or any amended Prospectus
         has been filed and to furnish you with copies thereof; to advise you,
         promptly after it receives notice thereof, of the issuance by the
         Commission of any stop order or of any order preventing or suspending
         the use of the Preliminary Prospectus or Prospectus, of the suspension
         of the qualification of the Preferred Securities for offering or sale
         in any jurisdiction, of the initiation or threatening of any proceeding
         for any such purpose, or of any request by the Commission for the
         amending or supplementing of the Registration Statement or Prospectus
         or for additional information; and, in the event of the issuance of any
         stop order or of any order preventing or suspending the use of the
         Preliminary Prospectus or Prospectus or suspending any such
         qualification, promptly to use its best efforts to obtain the
         withdrawal of such order;

                  (b) Promptly from time to time to take such action as you may
         reasonably request to qualify the Preferred Securities for offering and
         sale under the securities laws of such states or territories of the
         United States as you may request and to comply with such laws so as to
         permit the continuance of sales and dealings therein in such
         jurisdictions for as long as may be necessary to complete the
         distribution of the Preferred Securities, provided that in connection
         therewith neither the Company nor the Trust shall




                                       9


         be required to qualify as a foreign entity or to file a general consent
         to service of process in any jurisdiction, and provided further that
         the expense of maintaining any such qualification more than one year
         from the date hereof shall be at your expense;

                  (c) To furnish the Underwriters with copies of the Prospectus
         as amended or supplemented in such quantities as you may from time to
         time reasonably request, and, if the delivery of a prospectus is
         required at any time prior to the expiration of nine months after the
         time of issue of the Prospectus in connection with the offering or sale
         of the Preferred Securities and if at such time either (i) any event
         shall have occurred as a result of which the Prospectus as then amended
         or supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or (ii) if
         for any other reason it shall be necessary during such period to amend
         or supplement the Prospectus in order to comply with the Act, to notify
         you and upon your request to prepare and furnish without charge to each
         Underwriter and to any dealer in securities as many copies as you may
         from time to time reasonably request of an amended Prospectus or a
         supplement to the Prospectus which will correct such statement or
         omission or effect such compliance, and in case any Underwriter is
         required to deliver a prospectus in connection with sales of any of the
         Preferred Securities at any time nine months or more after the time of
         issue of the Prospectus, upon your request but at the expense of such
         Underwriter, to prepare and deliver to such Underwriter as many copies
         as you may request of an amended or supplemented Prospectus complying
         with Section 10(a)(3) of the Act;

                  (d) To make generally available to security holders of the
         Company as soon as practicable, but in any event not later than
         eighteen months after the effective date of the Registration Statement
         (as defined in Rule 158(c) under the Act), an earnings statement of the
         Company complying with Section 11(a) of the Act and the rules and
         regulations thereunder (including, at the option of the Company, Rule
         158);

                  (e) During the period beginning from the date hereof and
         continuing to and including the date 90 days after the date of the
         Prospectus, not to offer, sell, contract to sell, pledge, grant any
         option to purchase, make any short sale or otherwise dispose of,
         directly or indirectly, or file a registration statement with the SEC
         under the Act relating to, or enter into any swap, hedge or other
         arrangement that transfers, in whole or in part, any of the economic
         consequences of ownership of, any shares of Common Stock or any
         securities convertible into, exercisable or exchangeable for, or that
         represent the right to receive, shares of Common Stock, whether any
         such aforementioned transaction is to be settled by delivery of Common
         Stock, any other securities, in cash or otherwise, without Goldman,
         Sachs & Co.'s prior written consent; provided that the foregoing shall
         not apply to the Preferred Securities to be sold hereunder, the
         Conversion Shares, issuances of Common Stock as consideration in future
         acquisitions, transfers of Common Stock to the Company's affiliates and
         issuances of Common Stock under existing employee benefit or
         compensation plans.

                  (f) For as long as it shall be required under the Exchange
         Act, to furnish to its stockholders as soon as practicable after the
         end of each fiscal year, commencing with the




                                       10


         fiscal year ended December 31, 2001, an annual report (including a
         balance sheet and statements of income, stockholders' equity and cash
         flows of the Company and its consolidated subsidiaries certified by
         independent public accountants);

                  (g) During a period of two years from the effective date of
         the Registration Statement, to furnish to you copies of all reports or
         other communications (financial or other) generally furnished to
         stockholders, and to deliver to you as soon as they are available,
         copies of any reports and financial statements furnished to or filed
         with the Commission or any national securities exchange on which any
         class of securities of the Company is listed; and during a period of
         one year from the effective date of the Registration Statement, to
         furnish Goldman, Sachs & Co. such additional information concerning the
         business and financial condition of the Company as Goldman, Sachs & Co.
         may from time to time reasonably request (such financial statements to
         be on a consolidated basis to the extent the accounts of the Company
         and its subsidiaries are consolidated in reports furnished to its
         stockholders generally or to the Commission), it being understood that
         such information shall be subject to such confidentiality and use
         restrictions as may be agreed upon from time to time and that such
         information shall not require the preparation of reports or other
         documents not otherwise prepared by the Company in the normal course of
         its business;

                  (h) To use the net proceeds received by it from the sale of
         the Preferred Securities pursuant to this Agreement in the manner
         specified in the Prospectus; and

                  (i) To use its best efforts to list, subject to notice of
         issuance, the Preferred Securities on the New York Stock Exchange (the
         "Exchange").



                                       11


         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of its counsels and accountants in connection with
the registration of the Preferred Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, the Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of duplicating the Blue
Sky Memorandum; (iii) all expenses in connection with the qualification of the
Preferred Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the reasonable fees and disbursements
of counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky Memorandum; (iv) all fees and expenses in
connection with listing the Preferred Securities on the Exchange; (v) the filing
fees incident to securing any required review by the NASD of the terms of the
sale of the Preferred Securities; (vi) the cost of preparing securities
certificates; (vii) the cost and charges of any transfer agent or registrar; and
(viii) all other reasonable costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section. It is understood, however, that, except as provided in this
Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their
own costs and expenses, including the cost of printing any Agreement among the
Underwriters and this Agreement, fees of their counsel, stock transfer taxes on
resale of any of the Preferred Securities by them, and any advertising expenses
connected with any offers they may make.

         7. The obligations of the Underwriters hereunder, as to the Preferred
Securities to be delivered at each Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Trust and the Company herein are, at and as of such Time of
Delivery, true and correct, the condition that the Trust and the Company shall
have performed all of their obligations in all material respects hereunder
theretofore to be performed and the following additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 5(a) hereof; no stop order suspending the
         effectiveness of the Registration Statement or any part thereof shall
         have been issued and no proceeding for that purpose shall have been
         initiated or threatened by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to your reasonable satisfaction;

                  (b) Shearman & Sterling, counsel for the Underwriters, shall
         have furnished to you such opinion or opinions, dated such Time of
         Delivery, with respect to the incorporation of the Company, the
         validity of the Preferred Securities being delivered at such Time of
         Delivery, the Registration Statement, the Prospectus, and other related
         matters as you may reasonably request, and such counsel shall have
         received such papers and information as they may reasonably request to
         enable them to pass upon such matters;

                  (c) Morris, Nichols, Arsht & Tunnell, special Delaware counsel
         for the Trust, shall have furnished to you their written opinion, dated
         such Time of Delivery, in form and substance reasonably satisfactory to
         you, to the effect that:



                                       12


                           (i) The Trust has been duly formed and is validly
                  existing in good standing as a business trust under the
                  Delaware Act and has the business trust power and authority to
                  conduct its business as presently conducted and as described
                  in the Prospectus;

                           (ii) Assuming due authorization, execution and
                  delivery of the Declaration by the Company and the Trustees,
                  the Declaration is a legal, valid and legally binding
                  agreement of the Company and the Trustees, enforceable against
                  the Company and the Trustees in accordance with its terms,
                  subject to the effect of bankruptcy, insolvency,
                  reorganization, receivership, fraudulent conveyance,
                  moratorium and other similar laws affecting the rights and
                  remedies of creditors generally as from time to time in
                  effect, general principles of equity (regardless of whether
                  such enforceability is considered in a proceeding in equity or
                  at law), or considerations of public policy or the effect of
                  applicable law relating to fiduciary duties;

                           (iii) The execution and delivery of this Agreement by
                  the Trust, and the performance by the Trust of its obligations
                  hereunder, have been duly authorized by all requisite business
                  trust action on the part of the Trust;

                           (iv) The Preferred Securities have been duly
                  authorized for issuance by the Declaration and are duly and
                  validly issued and, subject to the terms of the Declaration,
                  fully paid and non-assessable beneficial interests in the
                  assets of the Trust;

                           (v) Holders of Preferred Securities will be, subject
                  to the terms of the Declaration, 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; and

                           (vi) Under the Declaration and the Delaware Act, the
                  issuance of the Preferred Securities is not subject to
                  preemptive rights;

                  (d) Dennis E. Ross, Vice President - General Counsel of the
         Company, or such counsel satisfactory to you in your reasonable
         judgment, shall have furnished to you his written opinion, dated such
         Time of Delivery, in form and substance satisfactory to you, to the
         effect that:

                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Delaware, with power and authority
                  (corporate and other) to own its properties and conduct its
                  business as described in the Prospectus;

                           (ii) The Company has been duly qualified as a foreign
                  corporation for the transaction of business and is in good
                  standing under the laws of each other jurisdiction in which it
                  owns or leases properties or conducts any business so as to
                  require such qualification, except to the extent that the
                  failure to so qualify or be in good standing would not have a
                  material adverse effect on the financial




                                       13


                  condition or results of operations of the Company and its
                  subsidiaries, considered as a whole (such counsel being
                  entitled to rely in respect of the opinion in this clause upon
                  opinions of local counsel and in respect of matters of fact
                  upon certificates of officers of the Company, provided that
                  such counsel shall state that he believes that both you and he
                  are justified in relying upon such opinions and certificates);

                           (iii) Each of the Principal Subsidiaries has been
                  duly incorporated and is validly existing as a corporation in
                  good standing under the laws of the jurisdiction of its
                  incorporation, and all of the issued shares of capital stock
                  of FMCC and each of the other Principal Subsidiaries have been
                  duly and validly authorized and issued, are fully paid and
                  non-assessable, and the shares of FMCC and of the other
                  Principal Subsidiaries owned by the Company, being at least
                  all the outstanding shares of common stock of FMCC, are owned
                  by the Company, directly or indirectly, free and clear of any
                  pledge, lien, security interest, charge, claim, equity or
                  encumbrance of any kind, with only such exceptions as are not
                  material to the business of the Company and its subsidiaries
                  considered as a whole;

                           (iv) The Company has an authorized capitalization as
                  set forth in the Prospectus; all of the issued shares of
                  capital stock of the Company have been duly and validly
                  authorized and issued, are fully paid and non-assessable and
                  conform to the description thereof contained in the
                  Prospectus;

                           (v) The Conversion Shares have been duly authorized
                  by the Company and validly reserved for issuance by the
                  Company upon conversion of the Debentures by all necessary
                  corporate action of the Company, and the Conversion Shares,
                  when duly issued by the Company, will be validly issued, fully
                  paid and non-assessable; no holder thereof will be subject to
                  personal liability solely by reason of being such a holder;
                  and the issuance of the Conversion Shares will not be subject
                  to preemptive or similar rights;

                           (vi) To the best of such counsel's knowledge and
                  other than as set forth or contemplated in the Prospectus,
                  there are no legal or governmental proceedings pending to
                  which the Company or any of its subsidiaries is a party or of
                  which any property of the Company or any of its subsidiaries
                  is the subject in which there is a reasonable possibility of
                  an adverse decision which, individually or in the aggregate,
                  could have a material adverse effect on the financial
                  condition, business, business prospects or results of
                  operations (on an annual basis) of the Company and its
                  subsidiaries, considered as a whole; and, to such counsel's
                  knowledge, no such proceedings are threatened or contemplated
                  by governmental authorities or threatened by others;

                           (vii) This Agreement and the Declaration have been
                  duly authorized, executed and delivered by the Company;



                                       14


                           (viii) The Indenture has been duly authorized,
                  executed and delivered by the Company and constitutes a valid
                  and binding agreement of the Company enforceable in accordance
                  with its terms, except as the same may be limited by
                  bankruptcy, insolvency, reorganization, receivership,
                  moratorium or other similar laws relating to or affecting the
                  enforcement of creditors' rights generally and by general
                  equitable principles, regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law;

                           (ix) The Debentures have been duly authorized,
                  executed and delivered by the Company and, when authenticated
                  in accordance with the provisions of the Indenture and
                  delivered against the payment therefor as described in the
                  Prospectus, will be entitled to the benefits of the Indenture
                  and will be valid and binding obligations of the Company
                  enforceable in accordance with their terms, except as the same
                  may be limited by bankruptcy, insolvency, reorganization,
                  receivership, moratorium or other similar laws relating to or
                  affecting the enforcement of creditors' rights generally and
                  by general equitable principles, regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law;

                           (x) The Guarantee Agreement has been duly authorized,
                  executed and delivered by the Company, and constitutes a valid
                  and binding agreement of the Company enforceable in accordance
                  with its terms, except as the same may be limited by
                  bankruptcy, insolvency, reorganization, receivership,
                  moratorium or other similar laws relating to or affecting the
                  enforcement of creditors' rights generally and by general
                  equitable principles, regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law;

                           (xi) Each of the Indenture and the Guarantee
                  Agreement has been duly qualified under the Trust Indenture
                  Act;

                           (xii) The execution and delivery by the Company of,
                  and the performance by the Company of its obligations under
                  this Agreement, the Declaration, the Indenture, the Guarantee
                  Agreement and the Debentures and the consummation of the
                  transactions herein and therein contemplated (including the
                  issuance of the Preferred Securities by the Trust) will not
                  conflict with or result in a breach of any of the terms or
                  provisions of, or constitute a default under (in each case
                  material to the Company and its subsidiaries (including the
                  Trust) considered as a whole), any indenture, mortgage, deed
                  of trust, loan agreement, guarantee, lease financing agreement
                  or other similar agreement or instrument known to such counsel
                  under which the Company or any of its subsidiaries (including
                  the Trust) is bound or to which any of the property or assets
                  of the Company or any of its subsidiaries (including the
                  Trust) is subject, nor will such actions result in any
                  violation of the provisions of the certificate of
                  incorporation or by-laws of the Company or the Declaration,
                  nor will such actions result in any violation (in each case
                  material to the Company and its subsidiaries (including the
                  Trust) considered as a whole) of any statute or any order,
                  rule or regulation known to such counsel of any court or
                  governmental agency or body having jurisdiction over the




                                       15


                  Company or any of its subsidiaries (including the Trust) or
                  any of their properties; and no consent, approval,
                  authorization, order, registration or qualification of or with
                  any such court or governmental agency or body is required for
                  the issue and sale of the Preferred Securities or the
                  consummation by the Company and the Trust of the transactions
                  contemplated by this Agreement, except such approvals as will
                  be obtained under the Act, the Exchange Act or the Trust
                  Indenture Act and as may be required under securities or Blue
                  Sky laws of any jurisdiction in connection with the purchase
                  and distribution of the Preferred Securities by the
                  Underwriters;

                           (xiii) Neither the Company nor any of Principal
                  Subsidiaries is (i) in violation of its certificate of
                  incorporation or by-laws, (ii) in default in the performance
                  or observance of any material obligation, agreement, covenant
                  or condition contained in any indenture, mortgage, deed of
                  trust, loan agreement, lease or other agreement or instrument
                  to which it is a party or by which it or any of its properties
                  may be bound, which default is likely to have a material
                  adverse effect on the financial condition, business, business
                  prospects or results of operations (on an annual basis) of the
                  Company and its subsidiaries, considered as a whole;

                           (xiv) The statements set forth in the Prospectus
                  under the caption "Description of the Preferred Securities",
                  "Description of the Debentures", "Description of the Preferred
                  Securities Guarantee", "Relationship among the Preferred
                  Securities, the Debentures and the Preferred Securities
                  Guarantee", "Description of Debt Securities", "Description of
                  Capital Stock", "Description of Trust Preferred Securities"
                  and "Description of Preferred Securities Guarantees", insofar
                  as they purport to constitute a summary of the terms thereof
                  are accurate in all material respects;

                           (xv) The Registration Statement has become effective
                  under the Act and, to the best knowledge of such counsel, no
                  stop order suspending the effectiveness of the Registration
                  Statement has been issued and no proceeding for that purpose
                  has been instituted or threatened by the Commission;

                           (xvi) Neither the Company nor the Trust is an
                  "investment company" or an entity "controlled" by an
                  "investment company", as such terms are defined in the
                  Investment Company Act;

                           (xvii) Such counsel does not know of any contracts or
                  other documents of a character required to be filed as an
                  exhibit to the Registration Statement or required to be
                  described in the Registration Statement or the Prospectus
                  which are not filed or described as required;

                           (xviii) The documents incorporated by reference in
                  the Prospectus or any further amendment or supplement thereto
                  made by the Company or the Trust prior to the First Time of
                  Delivery (other than the financial statements and other
                  accounting information contained or incorporated by reference
                  therein or omitted




                                       16


                  therefrom, as to which such counsel need not express any
                  opinion), when they were filed with the Commission, complied
                  as to form in all material respects with the requirements of
                  the Exchange Act;

                           (xix) The Registration Statement and the Prospectus
                  (other than Exhibit 12 to the Registration Statement and the
                  financial statements and other accounting information
                  contained in the Registration Statement or the Prospectus, or
                  omitted therefrom, and other than that part of the
                  Registration Statement that constitutes the Forms T-1, as to
                  which such counsel need not express any opinion) comply as to
                  form in all material respects with the requirements of the
                  Act; and

                           (xx) Such counsel believes that (i) neither the
                  Registration Statement (other than Exhibit 12 thereto and the
                  financial statements and other accounting information
                  contained therein or omitted therefrom, and other than that
                  part of the Registration Statement that constitutes the Forms
                  T-1, as to which such counsel need not express any opinion)
                  nor any amendment thereto, at the time the same became
                  effective, contained any untrue statement of a material fact
                  or omitted to state any material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading and (ii) on the date of the Prospectus and on the
                  First Time of Delivery, the Prospectus (other than the
                  financial statements and other accounting information
                  contained therein or omitted therefrom, as to which such
                  counsel need not express any opinion), did not and does not
                  contain any untrue statement of a material fact or omit to
                  state any material fact necessary to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading;

                  With respect to paragraph (xx) above, such counsel may state
         that such counsel's opinion and belief are based upon such counsel's
         participation in the preparation of the Registration Statement and
         Prospectus and any amendments or supplements thereto and review and
         discussion of the contents thereof and such investigation as such
         counsel deems necessary or appropriate;

                  (e) Dennis E. Ross, Vice President - General Counsel of the
         Company, or such counsel satisfactory to you in your reasonable
         judgment, shall have furnished to you his written opinion, dated such
         Time of Delivery, confirming the statements in the Prospectus and the
         Registration Statement set forth under the caption "United States
         Federal Income Tax Considerations" to the extent they constitute
         summaries of matters of laws or regulation or legal conclusions;

                  (f) At the date of this Agreement, you shall have received the
         "lock-up" agreements, each substantially in the form of Annex III
         hereto, from each of those officers of the Company identified in Annex
         II hereto;

                  (g) On the date of the Prospectus at a time prior to the
         execution of this Agreement, at 10:00 a.m., New York City time and also
         at each Time of Delivery, PricewaterhouseCoopers, L.L.P. shall have
         furnished to you a "comfort letter" or




                                       17


         "comfort letters", dated the respective date of delivery thereof, in
         form and substance satisfactory to you, to the effect set forth in
         Annex I hereto;

                  (h) Except as contemplated in the Prospectus, subsequent to
         the respective dates as of which information is given in the
         Registration Statement and the Prospectus, there shall not have
         occurred any material adverse change, or any development involving a
         prospective material adverse change, in the condition (financial or
         other), business, net worth or results of operations of the Company and
         its subsidiaries, considered as a whole, the effect of which, in any
         such case, is in the reasonable judgment of the Representatives so
         material and adverse as to make it impracticable or inadvisable to
         proceed with the public offering or the delivery of the Preferred
         Securities being delivered at such Time of Delivery on the terms and in
         the manner contemplated in the Prospectus;

                  (i) On or after the date hereof, none of the following events
         shall have occurred:

                           (A) (i) a declaration of a general moratorium on
                  commercial banking activities in the United States by the
                  authorities that govern such banking system or a material
                  disruption in the securities settlement or clearance systems
                  in the United States, which moratorium or disruption remains
                  in effect and which, in your reasonable judgment,
                  substantially impairs your ability to settle the transaction
                  involving Preferred Securities; provided that the exercise of
                  such judgment shall take into account the availability of
                  alternative means for settlement and the likely duration of
                  such moratorium or disruption with the understanding that if
                  the Commission or the Board of Governors of the Federal
                  Reserve System has unequivocally stated prior to the Time of
                  Delivery that the resumption of such system will occur within
                  3 business days of the scheduled Time of Delivery for such
                  Preferred Securities, the ability to settle the transaction
                  shall not be deemed to be substantially impaired or (ii) (1)
                  the United States shall have become engaged in hostilities
                  which have resulted in the declaration of a national emergency
                  or a declaration of war by the governmental authorities
                  empowered to make such declaration, (2) any suspension or
                  limitation on trading in securities generally on the Exchange
                  or any setting of minimum prices for trading on such exchange,
                  (3) any suspension of trading of any securities of the Company
                  on any exchange or in the over-the-counter market, or (4) any
                  material outbreak or material escalation of hostilities
                  involving the United States in armed conflict, which, in the
                  case of clause (ii)(1), (2), (3), or (4), makes it
                  impracticable or inadvisable, in your reasonable judgment,
                  after consultation with the Company, if possible, to proceed
                  with the public offering or the delivery of such Preferred
                  Securities on the terms and in the manner contemplated in the
                  Prospectus, as amended or supplemented; or

                                    (B) (1) any substantial national or
                  international calamity or emergency, or (2) any material
                  adverse change in the general economic, political, legal, tax,
                  regulatory or financial conditions or currency exchange rates
                  in the United States (whether resulting from events within or
                  outside of the United States), which, in your view has caused
                  a substantial deterioration in the price





                                       18


                  and/or value of such Preferred Securities, that in the case of
                  clause (1) or (2), in the mutual reasonable determination of
                  you and the Company, make it impracticable or inadvisable to
                  proceed with the public offering or the delivery of such
                  Preferred Securities on the terms and in the manner
                  contemplated in the Prospectus, as amended or supplemented.

                  (j) The Preferred Securities to be sold by the Trust at such
         Time of Delivery shall have been duly listed, subject to notice of
         issuance, on the Exchange; and

                  (k) Each of the Company and the Trust shall have furnished or
         caused to be furnished to you at such Time of Delivery certificates of
         its officers satisfactory to you as to the accuracy of its
         representations and warranties herein at and as of such Time of
         Delivery, as to its performance of all of its obligations hereunder to
         be performed at or prior to such Time of Delivery, as to the matters
         set forth in subsections (a) and (h) of this Section and as to such
         other matters as you may reasonably request.

                  8. (a) Each of you represents, warrants and agrees with the
Trust and the Company that (i) it has not offered or sold and, prior to the
expiry of a period of six months from each Time of Delivery, will not offer or
sell any Preferred Securities to persons in the United Kingdom except to those
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers at Securities Regulations 1995; (ii) it has only communicated or
caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA") received by it in connection with the issue or sale of any preferred
securities in circumstances in which section 21(1) of the FSMA does not apply to
the Trust or the Company; and (iii) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Preferred Securities in, from or otherwise involving the United
Kingdom.

                  (b) You acknowledge that the Preferred Securities may not be
offered, sold, transferred or delivered in or from The Netherlands, as part of
their initial distribution or as part of any re-offering. Each of you
represents, warrants and agrees with the Trust and the Company that it will not
distribute or circulate the Prospectus, Preliminary Prospectus or any other
document in respect of the offering in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.

                  (c) Each of you represents, warrants and agrees with the Trust
and the Company that it will not offer, sell, or deliver any of the Preferred
Securities, directly or indirectly, or distribute the Prospectus, Preliminary
Prospectus, or any other offering material relating to the Preferred Securities,
in or from any jurisdiction outside the United States except under circumstances
that will, to your best knowledge and belief, result in compliance with the
applicable laws and regulations thereof and which will not impose any
obligations on the Trust or the Company, except as set forth in this Agreement.



                                       19


                  9. (a) The Company and the Trust, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject
with respect to the Securities, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided, however, that the
Company and the Trust shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through you expressly
for use therein; and provided further that the Company and the Trust shall not
be liable to any Underwriter under the indemnity agreement in this subsection
(a) with respect to the Preliminary Prospectus to the extent that any such loss,
claim, damage or liability of such Underwriter results from the fact that such
Underwriter sold Preferred Securities to a person to whom there was not sent or
given, at or prior to written confirmation of such sale, a copy of the
Prospectus or of the Prospectus as then amended or supplemented if the Company
and the Trust previously furnished copies thereof to such Underwriter and the
loss, claim, damage or liability of such Underwriter results from an untrue
statement or alleged untrue statement, or the omission or alleged omission of a
material fact contained in the Preliminary Prospectus and corrected in the
Prospectus or the Prospectus as then amended or supplemented, and if such
Underwriter is required by applicable law so to send or give the Prospectus or
the Prospectus as then amended or supplemented.

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

                  (b) Each Underwriter will indemnify and hold harmless the
Company and the Trust against any losses, claims, damages or liabilities to
which the Company or the Trust may become subject with respect to the
Securities, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any of such
documents in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through you expressly for use therein; and
will reimburse the Company and the Trust for any legal fees or other expenses
reasonably incurred by the Company or the Trust in connection with investigating
or defending any such action or claim.



                                       20


                  The indemnity agreement in this subsection (b) of the
Underwriters shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and each administrative
trustee or officer of the Trust (including any person who, with his or her
consent, is named in the Registration Statement as about to become a director of
the Company or the Trust) and to each person, if any, who controls the Trust or
the Company within the meaning of the Act.

                  (c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party in its reasonable
judgment (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party does not assume the defense of such
action, it is understood that the indemnifying party shall not, in connection
with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to one separate firm of local attorneys in each
such jurisdiction) at any time for all such indemnified parties, which firms
shall be designated in writing by you, if the indemnified parties under this
Section consist of any Underwriter or any of their respective controlling
persons, or by the Company or the Trust, if the indemnified parties under this
Section 9 consist of the Company, the Trust or any of the Company's or the
Trust's directors, officers or controlling persons. The indemnifying party shall
not be liable for any settlement of an action or claim for monetary damages
which an indemnified party may effect without the consent of the indemnifying
party, which consent shall not be unreasonably withheld.

                  (d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Trust on the one hand and the
Underwriters on the other from the offering of the Preferred Securities. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such





                                       21


relative benefits but also the relative fault of the Company and the Trust on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Trust on
the one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Preferred
Securities purchased under this Agreement (before deducting expenses) received
by the Trust bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Preferred Securities purchased under
this Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined (i) by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Trust on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission and
(ii) with respect to any Underwriter, by reference to the extent (if any) to
which such losses, claims, damages or liabilities (or actions in respect
thereof) with respect to the Preliminary Prospectus result from the fact that
such Underwriter sold Preferred Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus or of the Prospectus as then amended or supplemented if the
Company or the Trust previously furnished copies thereof to such Underwriter and
the loss, claim, damage or liability of such Underwriter results from an untrue
statement or alleged untrue statement, or the omission or alleged omission of a
material fact contained in the Preliminary Prospectus and corrected in the
Prospectus or the Prospectus as then amended or supplemented, and if such
Underwriter is required by applicable law so to send or give the Prospectus or
the Prospectus as then amended or Supplemented. The Trust, the Company and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Preferred Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.

                  10. (a) If any Underwriter shall default in its obligation to
purchase the Preferred Securities which it has agreed to purchase hereunder at a
Time of Delivery, you may in your discretion arrange for you or another party or
other parties to purchase such Preferred Securities on the terms contained
herein. If within thirty-six hours after such default by any Underwriter you do
not arrange for the purchase of such Preferred Securities, then the Trust and
the Company




                                       22


shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to you to purchase such
Preferred Securities on such terms. In the event that, within the respective
prescribed periods, you notify the Trust and the Company that you have so
arranged for the purchase of such Preferred Securities, or the Trust or the
Company notifies you that it has so arranged for the purchase of such Preferred
Securities, you or the Trust or the Company shall have the right to postpone
such Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company and the Trust agree to file promptly any amendments to the Registration
Statement or the Prospectus which in the opinion of Shearman & Sterling, counsel
for the Underwriters and Dennis E. Ross, Vice President - General Counsel of the
Company, may thereby be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Preferred Securities.

                  (b) If, after giving effect to any arrangements for the
purchase of the Preferred Securities of a defaulting Underwriter or Underwriters
by you and the Trust or the Company as provided in subsection (a) above, the
aggregate number of such Preferred Securities which remains unpurchased does not
exceed one-eleventh of the aggregate number of all the Preferred Securities to
be purchased at such Time of Delivery, then the Trust or the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
Preferred Securities which such Underwriter agreed to purchase hereunder at such
Time of Delivery and, in addition, to require each non-defaulting Underwriter to
purchase the Preferred Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made up to an amount thereof equal to
10% of the number of shares of the Preferred Securities which such
non-defaulting Underwriter has otherwise agreed to purchase hereunder; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

                  (c) If, after giving effect to any arrangements for the
purchase of the Preferred Securities of a defaulting Underwriter or Underwriters
by you and the Trust and the Company as provided in subsection (a) above, the
aggregate number of such Preferred Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of all the Preferred Securities to be
purchased at such Time of Delivery, or if the Trust or the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Preferred Securities of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time of
Delivery, the obligations of the Underwriters to purchase and of the Trust to
sell the Option Securities) may thereupon be terminated either by the Trust or
the Company or, through you, by such Underwriters as have agreed to purchase in
the aggregate 50% or more of the aggregate number of remaining Preferred
Securities to be purchased at such Time of Delivery (provided, however, that
nothing herein contained shall obligate any Underwriter to purchase additional
Preferred Securities at such Time of Delivery in excess of the amount required
to be purchased by such Underwriter pursuant to Section 10(b) hereof) without
liability on the part of any non-defaulting Underwriter, the Trust or the
Company, except for the expenses to be borne by the Trust and the Underwriters
as provided in Section 6 hereof and the indemnity and contribution agreements in
Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.



                                       23


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

                  Anything herein to the contrary notwithstanding, the indemnity
agreement of the Company and the Trust in subsection (a) of Section 9 hereof,
the representations and warranties in subsections (b) and (c) of Section 1
hereof and any representation or warranty as to the accuracy of the Registration
Statement or the Prospectus contained in any certificates furnished by the
Company and the Trust pursuant to Section 7 hereof, insofar as they may
constitute a basis for indemnification for liabilities (other than payment by
the Company or the Trust of expenses incurred or paid in the successful defense
of any action, suit or proceeding) arising under the Act, shall not extend to
the extent of any interest therein of a controlling person or partner of an
Underwriter who is a director, officer or controlling person of the Company when
the Registration Statement has become effective or who, with his or her consent,
is named in the Registration Statement as about to become a director of the
Company, except in each case to the extent that an interest of such character
shall have been determined by a court of appropriate jurisdiction as not against
public policy as expressed in the Act. Unless in the opinion of Dennis E. Ross,
Vice President - General Counsel of the Company, the matter has been settled by
controlling precedent, the Company will, if a claim for such indemnification is
asserted, submit to a court of appropriate jurisdiction the question of whether
such interest is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                  12. If this Agreement shall be terminated pursuant to Section
10 hereof or as a result of the failure of any condition set forth in Section
7(i) hereof, the Trust and the Company shall not then be under any liability to
any Underwriter, except as provided in Sections 6 and 9 hereof; but, if for any
other reason, any Preferred Securities are not delivered by or on behalf of the
Trust as provided herein, the Company will reimburse the Underwriters through
you for all out-of-pocket expenses, including reasonable fees and disbursements
of counsel, as approved in writing by you, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Preferred Securities not so delivered, but the Trust and the Company shall then
be under no further liability to any Underwriter in respect of the Preferred
Securities not so delivered except as provided in Sections 6 and 9 hereof.

                  13. In all dealings hereunder, you shall act on behalf of each
of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

                  All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail or facsimile transmission to you as the Representatives, c/o Goldman, Sachs
& Co., 85 Broad Street, New York, New York 10004 (telefax: (212) 346-3594),
Attention: Special Execution Group; if to the Trust or the Company, shall be
delivered or sent by mail or facsimile transmission to the Company at The
American




                                       24


Road, Dearborn, Michigan 48121 (telefax: (313) 337-9591), Attention: Secretary;
provided, however, that any notice to an Underwriter pursuant to Section 9(c)
hereof shall be delivered or sent by mail or facsimile transmission directly to
such Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Trust or the Company by you upon request. Any such statements, requests, notices
or agreements shall take effect at the time of receipt thereof.

                  14. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Trust, the Company and, to the extent
provided in Sections 9 and 11 hereof, the officers and directors of the Trust
and the Company and any person who controls the Trust, the Company or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Preferred Securities from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

                  15. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

                  16. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                  17. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.




                                       25



                  If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Trust and the Company. It is understood that your acceptance
of this letter on behalf of the Underwriters is pursuant to the authority set
forth in the Agreement among Underwriters, dated o, but without warranty on your
part as to the authority of the signers thereof.

                                      Very truly yours,

                                      FORD MOTOR COMPANY CAPITAL TRUST II


                                      By:      FORD MOTOR COMPANY
                                               as Sponsor

                                      By:      ___________________________
                                               Name:
                                               Title:


                                      FORD MOTOR COMPANY


                                      By:      ___________________________
                                               Name:
                                               Title:










Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.

By:   GOLDMAN, SACHS & CO.
      Acting on behalf of themselves and the
      several Underwriters listed in
      Schedule I hereto
By:   _________________________________
         (Goldman, Sachs & Co.)






                                                                      SCHEDULE I




                                                                    NUMBER OF            NUMBER OF
                                                                    UNDERWRITTEN         OPTION
                                                                    SECURITIES TO        SECURITIES
                                                                    BE                   TO BE
                                                                    PURCHASED            PURCHASED        TOTAL
                                                                    ---------            ---------        -----
                                                                                                 
UNDERWRITER

Goldman, Sachs & Co..............................................
J.P. Morgan Securities Inc.......................................
Morgan Stanley & Co. Incorporated................................
Salomon Smith Barney Inc.........................................

         Total






                                                                         ANNEX I



                       Matters to be Covered by Letters of
                             PricewaterhouseCoopers


                  Pursuant to Section 7(g) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

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

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

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

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

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

                  (C) As of the last day of the month immediately preceding the
         date of such letter, unless such day is less than five business days
         prior to the date of such letter, in which case as of the last day of
         the second month immediately preceding the date of such



                                    Ann. I-1


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

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


                                    Ann. I-2




                                                                        ANNEX II


         The Company's officers who are subject to the Lock-up Agreement


1.  William Clay Ford, Jr., Chairman of the Board and Chief Executive Officer

2.  Martin Inglis, Group Vice President and Chief Financial Officer

3.  James Padilla, Group Vice President - North America

4.  Nicholas Scheele, President and Chief Operating Officer

5.  Elizabeth Acton, Vice President and Treasurer


                                    Ann. II


                                                                       ANNEX III

                            Form of Lock-up Agreement





Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
      As Representatives of the several
      underwriters listed in Schedule I
      to the Underwriting Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004



         Re:  Ford Motor Company - Lock-Up Agreement

         Ladies and Gentlemen:

         The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with Ford Motor Company Capital Trust II (the "Trust"), a
statutory business trust organized under the Business Trust Act of the State of
Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. ss. 3801 et
seq.), and Ford Motor Company, a Delaware corporation (the "Company"), providing
for a public offering of o o% Cumulative Convertible Trust Preferred Securities
of the Trust (the "Preferred Securities") pursuant to a Registration Statement
on Form S-3 filed with the Securities and Exchange Commission (the "SEC").

         In consideration of the agreement by the Underwriters to offer and sell
the Preferred Securities, and of other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees
that, during the period beginning from the date of the final Prospectus covering
the public offering of the Preferred Securities and continuing to and including
the date 90 days after the date of such final Prospectus, the undersigned will
not offer, sell, contract to sell, pledge, grant any option to purchase, make
any short sale or otherwise dispose of, directly or indirectly, file or cause to
be filed with the SEC a registration statement under the Act relating to, or
enter into any swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of, any shares of Common
Stock of the Company, or any options or warrants to purchase any shares of
Common Stock of the Company, or any securities convertible into, exchangeable or
exercisable for or that represent



                                   Ann. III-1


the right to receive shares of Common Stock of the Company, whether now owned or
hereinafter acquired, owned directly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the "Undersigned's
Securities"), whether any such transaction described above is to be settled by
delivery of shares of Common Stock of the Company or such other securities, in
cash or otherwise.

         The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Securities even if such Securities would be
disposed of by someone other than the undersigned. Such prohibited hedging or
other transactions would include without limitation any short sale or any
purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigned's Securities or with respect
to any security that includes, relates to, or derives any significant part of
its value from such Securities.

         Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Securities (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions set
forth herein, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound in writing by the restrictions set forth
herein, and provided further that any such transfer shall not involve a
disposition for value, or (iii) with the prior written consent of Goldman, Sachs
& Co. on behalf of the Underwriters. In addition, the undersigned may sell up to
50,000 shares of Common Stock of the Company during the period beginning on the
30th day after the date of the final Prospectus and ending on the 90th day after
the date of the final Prospectus. For purposes of this Lock-Up Agreement,
"immediate family" shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin. The undersigned agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of the Undersigned's Securities except in
compliance with the foregoing restrictions.

         The undersigned understands that the Company, the Trust and the
Underwriters are relying upon this Lock-Up Agreement in proceeding toward
consummation of the offering. The undersigned further understands that this
Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's
heirs, legal representatives, successors, and assigns.



                                     Very truly yours,



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



                                   Ann. III-2

EX-4.1

                                                                     EXHIBIT 4.1

                               FORD MOTOR COMPANY



No. 1                                                       CUSIP No.  345370CB4

                 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 Five Billion One Hundred Fifty Four
Million Six Hundred Thirty-Nine Thousand One Hundred Seventy-Six United States
Dollars ($5,154,639,176) 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:  Ann Marie Petach
                                        Title: Assistant Treasurer




                                        By:
                                             -----------------------------
                                        Name:  Peter Sherry, Jr.
                                        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:   January 30, 2002
        ---------------------



                                       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 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
Distributed Assets 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
the


                                       10



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 that would otherwise constitute a Fundamental Change and
be reflected in a resulting adjustment to the Conversion Price as provided
herein), 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), the sum of the Triggering Amount and the amounts referred to in


                                       11


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 the last time (the "Tender Expiration Time")
tenders could have been made


                                       12



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 cash
distributions described in Section 7(d) to all holders of Common Stock and Class
B Stock 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 convertible securities
shall not have been exercised, exchanged or converted, then



                                       13


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 an 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 Conversion Price pursuant to Section 7,
the Board of Directors may make such



                                       14


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 Transaction by a holder of the number of shares of Common Stock into which
such Security might have been converted immediately prior to such Transaction,
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
the cash, securities, property or other assets distributable in such Fundamental
Change to holders of the Common Stock):





                                       15


                  (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,
         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 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.




                                       16



                  (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,
         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 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



                                       17


         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 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


                                       18



                      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
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



                                       19


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
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



                                       20


pay any dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its Common Stock 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 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



                                       21


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, to the
extent practicable, 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 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



                                       22


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.

EX-4.2

                                                                     EXHIBIT 4.2

                    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..................................................................................22
         Section 4.04  Subordination of Common Securities..........................................................24
         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.................................................25
         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...................................................26
         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..................................................................32
         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) Peter Sherry, Jr., 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, Peter Sherry, Jr. 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 Peter Sherry, Jr. 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 the Common
Securities Purchase Agreement, dated as of January 30, 2002, between the Trust
and the Sponsor.

                  "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.

                  "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



                                      -4-


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 the Debenture Purchase
Agreement, dated as of January 30, 2002, between the Trust and the Sponsor.

                  "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.

                  "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



                                      -5-


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(a).

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

                  "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
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.



                                      -6-


                  "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:

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



                                      -7-


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



                                      -8-


                  (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.

                  "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


                                      -9-


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



                                      -10-


                  "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 in
this Declaration. On the 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



                                      -11-


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 the 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 the Closing Date
pursuant to the 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. In the event the purchase price for the Common
Securities acquired by the Sponsor on the Closing Date as herein provided is not
an integral multiple of $50, a fractional Common Security will be issued.
Contemporaneously therewith, the Administrative Trustees, on behalf of the
Trust, shall on the 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 the
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 the 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 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



                                      -12-


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 the Closing Date in accordance with the
                  provisions of the Underwriting Agreement and the 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, the Common
                  Securities Purchase Agreement, the Certificate Depository
                  Agreement and the 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;

                          (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;



                                      -13-


                          (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

                              (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



                                      -14-


                          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

                          (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



                                      -15-


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;

                      (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.



                                      -16-


                  (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 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



                                      -17-


                      (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 the 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 the 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.

                  (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



                                      -18-


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 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



                                      -19-


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.

                  (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;



                                      -20-


                      (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 irrevocably deposit with the Paying Agent for
the Preferred Securities funds sufficient to pay the applicable Redemption Price
or Optional Redemption Price, as the case may be, on such Preferred Securities
and will give the Paying Agent irrevocable instructions and authority to pay the
applicable Redemption Price or the Optional Redemption Price, as the case may
be, to the Clearing Agency or, if the Preferred Securities are no longer in
book-entry only form, 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,



                                      -21-


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.

                  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:



                                      -22-


                  (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
         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




                                      -23-


         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.

                  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



                                      -24-


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 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,



                                      -25-


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 (provided
that if a fractional Common Security is issued pursuant to Section 2.05, a
Common Securities Certificate will be issued that will represent such fractional
Common Security). 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 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 the 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



                                      -26-


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
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,



                                      -27-


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 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



                                      -28-


         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 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



                                      -29-


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, 3rd Floor, Jersey City, New
Jersey 07130, Attention: Transfer Department, 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

                  The Trust shall maintain an office or agency (the "Paying
Agent") where the Preferred Securities may be presented for payment, which shall
initially be in Jersey City, New Jersey. 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 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



                                      -30-


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 the 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 the 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 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



                                      -31-


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 the 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.

                  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.



                                      -32-


                  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;



                                      -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 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 Peter
Sherry, Jr., 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 15, 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:
                                            ------------------------------------


                                   ---------------------------------------------
                                   Peter Sherry, Jr., 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 Amount of
                     this Global                                       Liquidation Amount of     Signature of
                     Certificate including    Amount of decrease in    this Global Certificate   authorized officer
                     upon exercise of         Liquidation Amount of    following such decrease   of Trustee or
Date Made            over--allotment option   this Global Certificate  or increase               Securities 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
Peter Sherry, Jr. 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-4.3

                                                                     EXHIBIT 4.3


                               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 the
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
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 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 UnitedStates 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:   Ann Marie Petach
                                         Title:  Assistant Treasurer


                                         JPMORGAN CHASE BANK,
                                         as Guarantee Trustee


                                         By:
                                             -------------------------------
                                         Name:   Michael Smith
                                         Title:  Vice President

EX-8

                                                                       EXHIBIT 8

                           [FORD MOTOR COMPANY LOGO]

Dennis E. Ross                                 Ford Motor Company
Vice President & General Counsel               One American Road
                                               P.O. Box 1899
                                               Dearborn, Michigan 48126

                                                                January 30, 2002

Ford Motor Company
One American Road
Dearborn, Michigan 48126

Ford Motor Company Capital Trust II
c/o Ford Motor Company
One American Road
Dearborn, Michigan 48126

            Re:        REGISTRATION STATEMENTS ON FORM S-3

Ladies and Gentlemen:

         Reference is made to Registration Statement No. 333-49164 on Form S-3
filed by Ford Motor Company (the "Company") with the Securities and Exchange
Commission (the "Commission") on November 2, 2000 and Registration Statement No.
333-75214 on Form S-3 (which also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-49164), filed by the Company, Ford Motor Company
Capital Trust II (the "Trust"), Ford Motor Company Capital Trust III and Ford
Motor Company Capital Trust IV, each a statutory business trust formed under the
laws of the State of Delaware, with the Commission on December 14, 2001 and
Pre-Effective Amendment No. 1 to Registration Statement No. 333-75214 filed on
January 17, 2002 under the Securities Act of 1933, as amended (the "Act") (the
"Registration Statements"). The Registration Statements relate to, among other
things, the Preferred Securities of the Trust (the "Preferred Securities"), and
the related guarantee by the Company.

         As Vice President and General Counsel of the Company, I am familiar
with (i) the Certificate of Trust of the Trust dated as of November 30, 2001;
(ii) the form of Amended and Restated Declaration of the Trust dated as of
January 30, 2002; (iii) the form of Preferred Securities Certificate of the
Trust; (iv) the form of the Guarantee Agreement for the Trust; (v) the form of
the Company's 6.50% Junior Subordinated Debentures due January 15, 2032 in the
aggregate principal amount of $5,154,639,176 (the "Junior Subordinated
Debentures"); and (vi) the form of Indenture between the Company and JPMorgan
Chase Bank dated as of January 30, 2032 (the "Indenture"), all in the forms
filed as exhibits to the Registration Statements. I have also examined the
Registration Statements and the prospectus dated January 24, 2002 and the
prospectus supplement dated January 24, 2002 filed as part of the Registration
Statements (the "Prospectus"). I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such other documents,
certificates and records as I have deemed necessary or appropriate for purposes
of rendering the opinions set forth herein.

         Based upon and subject to the foregoing, I am of the following
opinions:

         (1) The statements in the Prospectus under the caption "United States
Federal Income Tax Considerations", to the extent that they constitute summaries
of matters of laws or regulation or legal conclusions, have been reviewed by me
and summarize the material federal income tax consequences of the purchase,
ownership and disposition of the Preferred Securities and of the common stock
into which the Preferred Securities may be converted.




                                      -2-


         (2) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes. Accordingly, for United States federal income tax purposes, each
beneficial owner of the Preferred Securities will generally be treated as owning
an undivided beneficial interest in the Junior Subordinated Debentures.

         The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the United States Treasury Regulations promulgated
thereunder and judicial authorities reported as of the date hereof. I have also
considered the administrative position of the Internal Revenue Service (the
"Service") reflected in published and private rulings. Although I am not aware
of any pending changes to these authorities that would alter my opinions, there
can be no assurances that future legislation or administrative changes, court
decisions or interpretations by the Service will not adversely affect the
opinions rendered herein and the tax consequences to the Trust and holders of
Preferred Securities. It is possible that contrary positions with regard to the
purchase, ownership and disposition of the Preferred Securities may be taken by
the Service and that a court may agree with such contrary positions.
Furthermore, my opinions cannot be relied upon if any of the facts contained in
the documents that I have examined, or if any of the assumptions that I have
made, are, or later become, inaccurate.

         My opinion is being furnished in connection with the filing of the
Registration Statements and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. I do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions expressed
herein are based upon my best interpretation of existing sources of law and
represent what I believe a court would properly conclude if presented with these
issues, no assurance can be given that such interpretations would be followed if
they were to become the subject of judicial or administrative proceedings. This
opinion is given as of the date hereof, and I assume no obligation to update
this opinion to reflect any fact or circumstances that may hereafter come to my
attention or any change in any law or regulation that may hereafter occur.

         I hereby consent to the use of my name under the caption "United States
Federal Income Tax Considerations" in the Prospectus and the filing of this
opinion with the Commission as an exhibit to the Registration Statements. In
giving this consent, I do not hereby concede that I am within the category of
persons whose consent is required under Section 7 of the Act or the rules and
thereunder.

                                       Very truly yours,

                                       /s/ Dennis E. Ross

                                       Dennis E. Ross

EX-12

                                                                      EXHIBIT 12



                       Ford Motor Company and Subsidiaries


 CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 ----------------------------------------------------------------------------------------



                                  (in millions)



                                                                      For the Years Ended December 31
                                                         -----------------------------------------------------------
                                                             2001        2000       1999        1998       1997
                                                         -----------------------------------------------------------
                                                                                         
Earnings
  Income before income taxes                             $(7,584)    $ 8,234     $ 9,854     $24,280    $10,124
  Equity in net (income)/loss of affiliates
  plus dividends from affiliates                             857          99         (12)         87        141
  Adjusted fixed charges a/                               11,257      11,300       9,381       9,161     10,896
                         -                               -------     -------     -------     -------    -------
    Earnings                                             $ 4,530     $19,633     $19,223     $33,528    $21,161
                                                         =======     =======     =======     =======    =======

Combined Fixed Charges and
 Preferred Stock Dividends
  Interest expense b/                                    $10,894     $10,937     $ 9,065     $ 8,881    $10,559
                   -
  Interest portion of rental expense c/                      317         302         258         228        297
                                     -
  Preferred stock dividend requirements of
   majority owned subsidiaries and trusts                     55          55          55          55         55
                                                         -------     -------     -------     -------    -------
    Fixed charges                                         11,266      11,294       9,378       9,164     10,911
Ford preferred stock dividend requirements d/                 22          22          22         121         85
                                           -             -------     -------     -------     -------    -------
  Total combined fixed charges
   and preferred stock dividends                         $11,288     $11,316     $ 9,400     $ 9,285    $10,996
                                                         =======     =======     =======     =======    =======
Ratios
  Ratio of earnings to fixed charges                         f/          1.7         2.0        3.7e/       1.9
                                                                                                   -

  Ratio of earnings to combined fixed
   charges and preferred stock dividends                     f/          1.7         2.0        3.6e/       1.9
                                                                                                   -



Visteon is excluded from all amounts.

- - - - - -
a/  Fixed charges, as shown above, adjusted to exclude the amount of interest
    capitalized during the period and preferred stock dividend requirements of
    majority owned subsidiaries and trusts.
b/  Includes interest, whether expensed or capitalized, and amortization of debt
    expense and discount or premium relating to any indebtedness.
c/  One-third of all rental expense is deemed to be interest.
- -
d/  Preferred stock dividend requirements of Ford Motor Company increased to an
    amount representing the pre-tax earnings which would be required to cover
    such dividend requirements based on Ford Motor Company's effective income
    tax rates.
e/  Earnings used in calculation of this ratio include the $15,955 million gain
    on the spin-off of The Associates. Excluding this gain, the ratio is 1.9.
f/  Earnings for the year ended December 31, 2001 were inadequate to cover fixed
    charges. The coverage deficiency was $6.7 billion for ratio of earnings to
    fixed charges and $6.8 billion for ratio of earnings to combined fixed
    charges and preferred stock dividends.