INDENTURE

1
EXHIBIT 4.1

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FORD MOTOR COMPANY,
Issuer

and

[__________________],
Trustee

_________________________________________________________________

INDENTURE

Dated as of [_________], 1995

_________________________________________________________________

SUBORDINATED DEBT SECURITIES

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FORD MOTOR COMPANY

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of [ ], 1995
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Trust Indenture Indenture
Act Section Section
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Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
Section 312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Section 315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
Section 316(a)(last
sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.02, 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.04

_________________

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.
3

TABLE OF CONTENTS*

Page
----

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

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

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

ARTICLE ONE

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

ARTICLE TWO

SECURITY FORMS . . . . . . . . . . . . . . . 13
SECTION 2.01. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.02. Form of Face of Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.03. Form of Reverse of Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.04. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . . 22
SECTION 2.05. Securities Issuable in the Form of a Global Security. . . . . . . . . . . . . . . . . . 22

ARTICLE THREE

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

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

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

ARTICLE FOUR

SATISFACTION AND DISCHARGE . . . . . . . . . . . . 32
SECTION 4.01. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.02. Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.03. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.04. Repayment of Moneys Held by Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.05. Repayment of Moneys Held by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE FIVE

REMEDIES . . . . . . . . . . . . . . . . . 37
SECTION 5.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . . . . . . . 39
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.04. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.06. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.07. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.09. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.10. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.11. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.12. Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE SIX

THE TRUSTEE . . . . . . . . . . . . . . . . 45
SECTION 6.01. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.02. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SECTION 6.03. Trustee Not Responsible for Recitals in Indenture or in
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.04. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.05. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.06. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.07. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.08. Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . . . . . . . 49
SECTION 6.09. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.10. Merger, Conversion, Consolidation or Succession to
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE
AND COMPANY . . . . . . . . . . . . . . . . 52
SECTION 7.01. Disclosure of Names and Addresses of Holders. . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.02. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.03. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE . . . . . . . . . 53
SECTION 8.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.02. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.03. Opinion of Counsel to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE NINE

SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . 54
SECTION 9.01. Supplemental Indentures Without Consent of Holders. . . . . . . . . . . . . . . . . . . 54
SECTION 9.02. Supplemental Indentures With Consent of Holders. . . . . . . . . . . . . . . . . . . . 56
SECTION 9.03. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.04. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.05. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . . . . . . . 58

ARTICLE TEN

PARTICULAR COVENANTS OF THE COMPANY . . . . . . . . . . 59
SECTION 10.01. Payment of Principal, Premium and Interest. . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.02. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.03. Money for Securities Payments to be Held in Trust. . . . . . . . . . . . . . . . . . . 59
SECTION 10.04. Statement by Officers as to Default. . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.05. Further Instruments and Acts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE ELEVEN

REDEMPTION OF SECURITIES . . . . . . . . . . . . . 61
SECTION 11.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 11.02. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 11.03. Selection by Trustee of Securities to be Redeemed. . . . . . . . . . . . . . . . . . . 61
SECTION 11.04. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.06. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 11.07. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE TWELVE

REPAYMENT AT OPTION OF HOLDERS . . . . . . . . . . . 63
SECTION 12.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 12.02. Repayment of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 12.03. Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 12.04. When Securities Presented for Repayment Become Due and
Payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 12.05. Securities Repaid in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE THIRTEEN

SINKING FUNDS . . . . . . . . . . . . . . . . 65
SECTION 13.01. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . . . . . . . 65
SECTION 13.03. Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE FOURTEEN

SUBORDINATION . . . . . . . . . . . . . . . . 66
SECTION 14.01. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 14.02. Rights of Holders of Senior Obligations. . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.03. Payments and Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14.04. Payments by the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 14.05. Appointment of the Trustee by Holders . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 14.06. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 14.07. Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 14.08. Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICE
DIRECTORS AND EMPLOYEES . . . . . . . . . . . . . 70
SECTION 15.01. Exemption from Individual Liability. . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . 71
SECTION 16.01. Successors and Assigns of Company Bound by Indenture. . . . . . . . . . . . . . . . . 71
SECTION 16.02. Acts of Board, Committee or Officer of Successor
Corporation Valid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 16.03. Required Notices or Demands. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 16.04. Indenture and Securities to be Construed in Accordance
with the Laws of the State of New York . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 16.05. Indenture May be Executed in Counterparts. . . . . . . . . . . . . . . . . . . . . . . 72

TESTIMONIUM
SIGNATURES AND SEALS

INDENTURE, dated as of the [____] day of [_________], 1995,
among FORD MOTOR COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter sometimes called the "Company"), and
[______________], a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes called the "Trustee").

RECITALS OF THE COMPANY

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

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

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

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

Act:

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

Affiliate; Control:

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

Authorized Newspaper:

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

Board of Directors:

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

Board Resolution:

The term "Board Resolution", when used with reference to the
Company, shall mean a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification
and delivered to the Trustee.
10

business day:

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

Commission:

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

Common Securities:

The term "Common Securities" shall mean the common undivided
beneficial interests in the assets of the applicable Ford Motor Company Capital
Trust.

Company:

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

Company Request; Company Order:

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

Corporate Trust Office:

The term "Corporate Trust Office" or other similar term shall
mean the principal office of the Trustee in the Borough of Manhattan, The City
of New York, the State of New York, at which at any particular time its
corporate trust business shall be administered, which office at the date of
this Indenture is located at [_______________].
11

corporation:

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

Declaration of Trust:

The term "Declaration of Trust" shall mean the Declaration of
Trust of the Ford Motor Company Capital Trust, if any, specified in the
applicable Board Resolution or supplemental indenture establishing a particular
series of Securities pursuant to Section 3.01 hereof.

Defaulted Interest:

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

Depository:

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

Event of Default:

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

Ford Motor Company Capital Trust:

Ford Motor Company Capital Trust shall mean any statutory
business trust created under the laws of the State of Delaware specified in the
applicable Board Resolution or supplemental indenture establishing a particular
series of Securities pursuant to Section 3.01 hereof.

Global Security:

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

Holder:

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

Indenture:

The term "Indenture" shall mean this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities established as contemplated by Section 3.01; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more series of
Securities for which a Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular series
of Securities for which such Person is Trustee established as contemplated by
Section 3.01, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.

interest:

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

Interest Payment Date:

The term "Interest Payment Date", when used with respect to
any Security, shall mean the Stated Maturity of an instalment of interest on
such Security.
13

Maturity:

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

Officers' Certificate:

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

Opinion of Counsel:

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

Original Issue Discount Security:

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

Outstanding:

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

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

(ii) Securities or portions thereof for whose payment, redemption
or repayment at the option of the Holder money in the necessary amount
has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such
14

Securities or portions thereof are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and

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

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

Paying Agent:

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

Person:

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

Place of Payment:

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

Predecessor Security:

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

Preferred Securities:

The term "Preferred Securities" means the preferred undivided
beneficial interests in the assets of the applicable Ford Motor Company Capital
Trust.

Redemption Date:

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

Redemption Price:

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

Regular Record Date:

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

Repayment Date:

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

9
Repayment Price:

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

responsible officer:

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

Securities:

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

Security Exchange:

The term "Security Exchange," when used with respect to the
Securities of any series which are held as trust assets of a Ford Motor Company
Capital Trust pursuant to the Declaration of Trust of such Ford Motor Company
Capital Trust, shall mean the distribution of the Securities of such series by
such Ford Motor Company Capital Trust in exchange for the Preferred Securities
and Common Securities of such Ford Motor Company Capital Trust in dissolution
of such Ford Motor Company Capital Trust pursuant to the Declaration of Trust
of such Ford Motor Company Capital Trust.

Security Register; Security Registrar:

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

10
Senior Obligations:

The term "Senior Obligations" shall mean (a) the principal of and
premium, if any, and interest on all indebtedness of the Company, whether
outstanding on the date of this Indenture or thereafter created, (i) for money
borrowed by the Company, (ii) for money borrowed by, or obligations of, others
and either assumed or guaranteed, directly or indirectly, by the Company, (iii)
in respect of letters of credit and acceptances issued or made by banks, (iv)
constituting purchase money indebtedness, or indebtedness secured by property
included in the property, plant and equipment accounts of the Company at the
time of the acquisition of such property by the Company, for the payment of
which the Company is directly liable, or (v) constituting unsecured
indebtedness of the Company, (b) all deferrals, renewals, extensions and
refundings of, and amendments, modifications and supplements to, any such
indebtedness and (c) all other general unsecured obligations, including without
limitation, trade payables. As used in the preceding sentence the term
"purchase money indebtedness" means indebtedness evidenced by a note,
debenture, bond or other instrument (whether or not secured by any lien or
other security interest) issued or assumed as all or a part of the
consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, unless by its terms such indebtedness is
subordinate to other indebtedness of the Company. Notwithstanding anything to
the contrary in this Indenture or the Securities, Senior Obligations shall not
include (i) any indebtedness of the Company which, by its terms or the terms of
the instrument creating or evidencing it, is subordinate in right of payment to
or pari passu with the Securities, as the case may be, and, in particular, the
Securities shall rank pari passu with all other debt securities and guarantees
in respect of those debt securities, issued to (y) any other Ford Motor Company
Capital Trust [and (z) any other trusts, partnerships or any other entity
affiliated with the Company which is a financing vehicle of the Company
("Financing Entity") in connection with an issuance of preferred securities by
such Financing Entity, or (ii) any indebtedness of the Company to a
Subsidiary.]

Special Record Date:

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

Stated Maturity:

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

Trustee:

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

Trust Indenture Act of 1939 or TIA:

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

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

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than pursuant to
section 10.04, shall include:

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

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

(3) a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one
19

such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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

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

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

(d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in
20

exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee, the Security Registrar, any Paying Agent or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

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

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

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

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

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

ARTICLE TWO

SECURITY FORMS

SECTION 2.01. Forms Generally. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form
or forms as shall be established by or pursuant to a Board Resolution of the
Company or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have
21

such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof.
If the form or forms of Securities of any series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

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

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

SECTION 2.02. Form of Face of Security. [If the Security is an
Original Issue Discount Security, insert--FOR PURPOSES XX XXXXXXXX 0000 XXX
0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS
, 19 [, -- AND] THE YIELD TO MATURITY IS ___ %. [THE METHOD USED TO DETERMINE
THE YIELD IS ____________ AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE
TO THE SHORT ACCRUAL PERIOD OF _______________, 19__ TO ___________, 19__ is
___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]]

FORD MOTOR COMPANY
___% NOTE DUE ______________

____________________________
[CUSIP No. ___________]
$ No.

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

, or registered assigns, the principal
sum of Dollars on [If the Security is to bear interest
prior to Maturity, insert--, and to pay interest thereon from or from
the most recent Interest
22

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

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

Payment of the principal of (and premium, if any, on) and [if
applicable, insert--any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts [if applicable, insert--; and in immediately
available funds] [if applicable, insert--; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register] [if applicable, insert--; provided, however, that at the
option of the Company payment of interest may be made by
23

wire transfer [of immediately available funds] to an account of the Person
entitled thereto as such account shall be provided to the Security Registrar
and shall appear on the Security Register].

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

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
24

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

Dated:

[CORPORATE SEAL]

FORD MOTOR COMPANY

By________________________________

Attest:

_____________________________

SECTION 2.03. Form of Reverse of Security. This Security is
one of a duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an
Indenture, dated as of [__________], 1995 (herein called the "Indenture"),
between the Company and [__________________], Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof[, limited in
aggregate principal amount to $ ].

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

[If applicable, insert--The Securities of this series are
subject to redemption upon not less than 10 days' notice by mail, [if
applicable, insert--(1) on in any year commencing with the year and
ending with the year at a Redemption Price equal to % of the
principal amount, and (2)] at any time [on or after , 19 ], as a whole
or in part, at the election of the Company, at the following Redemption Prices
(expressed as
25

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

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

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

[If applicable, insert--The Securities of this series are
subject to redemption upon not less than 10 days' notice by mail, (1) on in
any year commencing with the year and ending with the year
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [on
or after ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning
of the years indicated,

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
---- ----------------- ----------------------

and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise)
26

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

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

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

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

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

[If applicable, insert--The Securities of this series are
subject to repayment in whole [or in part] [but not in part], in integral
multiples of $ , on [and ] at the option of the Holder hereof
at a Repayment Price equal to % of the principal amount thereof [to
be repaid], together with interest thereon accrued to the Repayment Date, all
as provided in the Indenture[; provided, however, that the principal amount of
this Security may not be repaid in part if following such repayment, the unpaid
principal amount of this Security would be less than [$ ] [the minimum
authorized denomination for Securities of this series]]. To be repaid at the
option of the Holder, this Security, with the "Option to Elect Repayment" form
duly completed by the Holder hereof, must be received by the Company at its
office or agency maintained for that purpose in the Borough of Manhattan, the
City and State of New York, not earlier than 30 days nor later than 15 days
prior to the Repayment Date. Exercise of such option by the Holder of this
Security shall be irrevocable unless waived by the Company. [In the event of
repayment of this Security at the option of the Holder in part only, a new
Security or Securities of this series for the portion hereof not repaid will be
issued in the name of the Holder hereof upon the cancellation hereof.]]
27

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

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

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

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

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any, on) and interest, if any, on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this
28

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

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

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

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

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

[If applicable, insert--

OPTION TO ELECT REPAYMENT

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

_______________________________________________________________________________
_______________________________________________________________________________

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

For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed must be received not
earlier than 30 days prior to
29

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

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

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

Dated:

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

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

[________________],
as Trustee

By __________________________
Authorized Signatory

SECTION 2.05. Securities Issuable in the Form of a Global
Security. (a) If the Company shall establish pursuant to Section 3.01 that
the Securities of a particular series are to be issued as a Global Security,
then, notwithstanding clause (8) of Section 3.01, the Company shall execute and
the Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, the Global
Security, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of such of the Outstanding Securities
of such series as shall be
30

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

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

(c) If at any time the Depository for a series of
Securities notifies the Company that it is unwilling or unable to continue as
Depository for such series or if at any time the Depository for such series
shall no longer be registered or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, this Section 2.05 shall no longer be applicable to the
Securities of such series and the Company will execute, and the Trustee will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series, in exchange for such Global Security. In addition, the Company may at
any time determine that the Securities of any series shall no longer be
represented by a Global Security and that the provisions of this Section 2.05
shall no longer apply to the Securities of such series. In such event the
Company will execute and the Trustee, upon receipt of an Officers' Certificate
evidencing such determination by the Company, will authenticate and deliver
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series, in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities
in definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security pursuant
to this Section 2.05(c) shall be registered in such names and in such
authorized denominations as the Depository, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.
31

ARTICLE THREE

THE SECURITIES

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

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

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

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

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

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

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

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

(7) the obligation of the Company to redeem, purchase or
repay Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which or the date or dates on which, the
price or prices at which and the terms and conditions upon which
Securities of the
32

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

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

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

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

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

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

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

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

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

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

(17) any other terms, conditions, rights and preferences
(or limitations on such rights and preferences) relating to the series
(which terms shall not be inconsistent with the provisions of this
Indenture).
33

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

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

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

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

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If not all the Securities of any series are to be issued at
one time and if the Board Resolution or supplemental indenture establishing
such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining
terms of particular Securities of such series such as interest rate, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this
34

Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to TIA Section 315) shall be fully protected in relying
upon, an Opinion of Counsel stating:

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

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

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

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

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

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein, executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.
35

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

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

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

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

Subject to the provisions of Section 2.05, at the option of
the Holder, definitive Securities of any series may be exchanged for other
definitive Securities of the same series, of any authorized denominations and
of a like aggregate principal amount, upon surrender of the definitive
Securities to be exchanged at such office or agency. Whenever any definitive
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall
36

authenticate and deliver, the definitive Securities which the Holder making the
exchange is entitled to receive.

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

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

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

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

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

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number
37

not contemporaneously outstanding or, in case any such destroyed, lost or
stolen Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security.

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

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

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

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

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

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted
38

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

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

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

SECTION 3.08. Persons Deemed Owners. Prior to due
presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any, on) and
(subject to Section 3.07) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
39

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

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

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture. (a)
If at any time (1) the Company shall have paid or caused to be paid the
principal of and interest on all the Securities of any series Outstanding
hereunder and all unmatured Coupons appertaining thereto (other than Securities
of such series and Coupons appertaining thereto which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.06) as
and when the same shall have become due and payable, or (2) the Company shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated and all unmatured Coupons appertaining thereto (other
than any Securities of such series and Coupons appertaining thereto which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 3.06) or (3) in the case of any series of Securities
where the exact amount (including the currency of payment) of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (ii) below, (i) all the Securities of such series and all
unmatured Coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and (ii) the Company shall have irrevocably deposited
or caused to be deposited with the Trustee as trust funds the entire amount in
cash (other than moneys repaid by the Trustee or any paying agent to the
Company in accordance with Section 4.05) or, in the case of any series of
Securities the payments on which may only be
40

made in Dollars, direct obligations of, or obligations guaranteed by, the
United States of America, backed by its full faith and credit ("U.S.
Government Obligations"), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (X) the principal and interest on all
Securities of such series and Coupons appertaining thereto on each date that
such principal or interest is due and payable and (Y) any mandatory sinking
fund payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;
and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series and of Coupons appertaining thereto and
the Company's right of optional redemption, if any, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii)
rights of Holders of Securities and Coupons appertaining thereto to receive
payments of principal thereof and interest thereon, upon the original stated
due dates therefor (but not upon acceleration), and remaining rights of the
Holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
the Holders of Securities of such series and Coupons appertaining thereto as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, and (vi) the obligations of the Company under
Section 3.05) and the Trustee, on demand of the Company accompanied by an
Officer's Certificate and an Opinion of Counsel which comply with Section 1.02
and at the cost and expense of the Company, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture; provided,
that the rights of Holders of the Securities and Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed. The
Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Securities of such series. Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 6.06 and the obligations of the Trustee under Section
4.01 shall survive.

(b) The following provisions shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 3.01. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact amounts
(including the currency of payment) of principal of and interest due on which
can be determined at the time of making the deposit referred to in clause (1)
below, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the 91st day after the date
41

of the deposit referred to in clause (1) below, and the provisions of this
Indenture with respect to the Securities of such series and Coupons
appertaining thereto shall no longer be in effect (except as to (i) rights of
registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto and the Company's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Company under Section 3.04) and the Trustee, at the
expense of the Company, shall at the Company's request, execute proper
instruments acknowledging the same, if:

(1) with reference to this provision the Company has
irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities
of such series and Coupons appertaining thereto (i) cash in an amount,
or (ii) in the case of any series of Securities the payments on which
may only be made in Dollars, U.S. Government Obligations, maturing as
to principal and interest at such times and in such amounts as will
insure the availability of cash or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal and
interest on all Securities of such series and Coupons appertaining
thereto on each date that such principal or interest is due and
payable and (B) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms
of the Indenture and the Securities of such series;

(2) such deposit will not result in a breach or violation
of, or constitute a default under, any agreement or instrument to
which the Company is a party or by which it is bound;

(3) the Company has delivered to the Trustee an Opinion
of Counsel based on the fact that (x) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling
or (y) since the date hereof, there has been a change in the
applicable Federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of
such series and Coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amount and in the same manner and at the
42

same times, as would have been the case if such deposit, defeasance
and discharge had not occurred; and

(4) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance
contemplated by this provision have been complied with.

(c) The Company shall be released from its obligations with
respect to the Securities of any series, and any Coupons appertaining thereto,
Outstanding (except for: (i) the obligations set forth as exceptions above in
paragraph (a); (ii) the obligations to (w) compensate and indemnify the
Trustee, (x) to appoint a successor Trustee, (y) to repay certain moneys held
by the Paying Agent and (z) to return certain unclaimed moneys held by the
Trustee; and (iii) such obligations of the Company as are required by the Trust
Indenture Act) on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any
series, the Company is required only to comply with the above obligations and
shall have no liability in respect of any term, condition or limitation set
forth in any other Section, whether directly or indirectly by reason of any
reference to such Section by any other remaining provision or in any other
document and such compliance only to the above obligations shall not constitute
an Event of Default under Section 5.01. The following shall be the conditions
to application of this subsection (c) of this Section 4.01:

(1) The Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the holders of the Securities
of such series and coupons appertaining thereto, (i) cash in an
amount, or (ii) in the case of any series of Securities the payments
on which may only be made in Dollars, U.S. Government Obligations
maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (X) the principal and
interest on all Securities of such series and Coupons appertaining
thereto and (Y) any mandatory sinking fund payments on the day on
which such payments are due and payable in accordance with the terms
of the Indenture and the Securities of such series.

(2) Such covenant defeasance shall not cause the Trustee
to have a conflicting interest for purposes of the Trust Indenture Act
of 1939 with respect to any securities of the Company.
43

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

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

(5) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the covenant defeasance
contemplated by this provision have been complied with.

SECTION 4.02. Deposited Money and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions
of the last paragraph of Section 10.03, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.01 in respect of the Outstanding Securities of such
series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 4.01 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company, from time to time upon Company
Request, any money or U.S. Government Obligations held by it as provided in
Section 4.01 which, in the opinion of a nationally recognized firm of
independent public accountants certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent "defeasance" or "covenant defeasance".

SECTION 4.03. Reinstatement. If the Trustee is unable to
apply any money or U.S. Government Obligations in accordance with Section 4.02
with respect to the
44

Securities of any series by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the obligations of the Company under
this Indenture and such Securities shall be revived and reinstated as though no
deposit had occurred with respect to the Securities of such series pursuant to
Section 4.01 until such time as the Trustee is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 4.02.

SECTION 4.04. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture all moneys
then held by any Paying Agent (other than the Trustee, if the Trustee be a
Paying Agent) under the provisions of this Indenture shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

SECTION 4.05. Repayment of Moneys Held by Trustee. Any
moneys deposited with the Trustee or any Paying Agent for the payment of the
principal of (or premium, if any, on) or interest, if any, on any Security of
any series and not applied but remaining unclaimed by the Holders for two years
after the date upon which the principal of (or premium, if any, on) or
interest, if any, on such Security shall have become due and payable, shall be
repaid to the Company by the Trustee or such Paying Agent on demand; and the
Holder of any of the Securities entitled to receive such payment shall
thereafter look only to the Company for the payment thereof and all liability
of the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be mailed to each such Holder or published once a week for two successive weeks
(in each case on any day of the week) in an Authorized Newspaper, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company. It shall not be necessary for more than one such publication to
be made in the same newspaper.

ARTICLE FIVE

REMEDIES

SECTION 5.01. Events of Default. "Event of Default",
wherever used herein with respect to Securities of any series, shall mean any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):
45

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

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

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

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

(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under the Title 11 of the United
States Code or any other similar Federal or State law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of the property of the
Company, or ordering the winding up or liquidation of the affairs of
the Company, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or

(6) the commencement by the Company of a voluntary case
or proceeding under Title 11 of the United States Code or any other
similar Federal or State law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company to
the entry of a decree or order for relief in respect of the Company in
an involuntary case or proceeding under the Title 11 of the United
States Code or any other similar Federal or State law or to the
commencement of any bankruptcy or insolvency case or proceeding
against the Company, or the filing by the
46

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

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

SECTION 5.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series (and, in the case of any series of
Securities held as trust assets of a Ford Motor Company Capital Trust and with
respect to which a Security Exchange has not theretofor occurred, such consent
of holders of the Preferred Securities and the Common Securities of such Ford
Motor Company Capital Trust as may be required under the Declaration of Trust
of such Ford Motor Company Capital Trust) may declare the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series (and, in the case of any
series of Securities held as trust assets of a Ford Motor Company Capital
Trust and with respect to which a Security Exchange has not theretofor
occurred, such consent of holders of the Preferred Securities and the Common
Securities of such Ford Motor Company Capital Trust as may be required under
the Declaration of Trust of such Ford Motor Company Capital Trust), by written
notice to the Company and the Trustee, may waive all defaults and rescind and
annul such declaration and its consequences if

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

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

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

(C) to the extent that payment of such interest
is enforceable under applicable law, interest upon overdue
interest to the date of such payment or deposit at the rate or
rates prescribed therefor in such Securities or, if no such
47

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

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

and

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

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

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

In case the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor upon such Securities of such series and collect in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities of such series wherever situated the moneys adjudged or decreed to
be payable.
48

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

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

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

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

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

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

SECTION 5.05. Trustee May Enforce Claims Without Possession
of Securities. All rights of action and claims under this Indenture or the
Securities may be
49

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

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

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

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

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

SECTION 5.07. Limitation on Suits. No Holder of any Security
of any series or of any Coupon appertaining thereto shall have any right by
virtue or by availing of any provision of this Indenture to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise upon or
under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as herein before
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of all affected series then Outstanding
(treated as a single class) (and, in the case of any series of Securities held
as trust assets of a Ford Motor Company Capital Trust and with respect to which
a Security Exchange has not theretofore occurred, such consent of holders of
the Preferred Securities and the Common Securities of such Ford Motor Company
Capital Trust as may be required under the Declaration of Trust of such Ford
Motor Company Capital Trust), shall have made written request upon the Trustee
to institute such action or proceedings in its own name as trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be
50

incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.12; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security or Coupon with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series or Coupons appertaining
to such Securities shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other such Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series and Coupons appertaining to such
Securities. For the protection and enforcement of the provisions of this
Section, each and every Holder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

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

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

SECTION 5.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy
51

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

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

SECTION 5.12. Control by Holders. The Holders of a majority
in aggregate principal amount of the Securities of all series affected (with
all such series voting as a single class) (and, in the case of any series of
Securities held as trust assets of a Ford Motor Company Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such Ford
Motor Company Capital Trust as may be required under the Declaration of Trust
of such Ford Motor Company Capital Trust) at the time Outstanding shall have
the right to direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this
Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 6.01) the Trustee shall have the
right to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors,
the executive committee, or a trust committee of directors or responsible
officers of the Trustee shall determine that the action or proceedings so
directed would involve the Trustee in personal liability or if the Trustee in
good faith shall so determine that the actions or forebearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all series so affected not joining in the giving
of said direction, it being understood that (subject to Section 6.01) the
Trustee shall have no duty to ascertain whether or not such actions or
forebearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Holders.

SECTION 5.13. Waiver of Past Defaults. Prior to the
acceleration of the maturity of the Securities as provided in Section 5.02, the
Holders of a majority in aggregate principal amount of the Securities of all
series at the time Outstanding with respect to which an event of default shall
have occurred and be continuing (voting as a single class) (and, in the case of
any series of Securities held as trust assets of a Ford Motor Company Capital
Trust and with respect to which a Security Exchange has not theretofore
occurred, such
52

consent of holders of the Preferred Securities and the Common Securities of
such Ford Motor Company Capital Trust as may be required under the Declaration
of Trust of such Ford Motor Company Capital Trust) may on behalf of the Holders
of all such Securities waive any past default or Event of Default described in
Section 5.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Company,
the Trustee and the Holders of all such Securities of each series affected
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

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

ARTICLE SIX

THE TRUSTEE

SECTION 6.01. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in
53

the payment of the principal of (or premium, if any, on) or interest, if any,
on any Security of such series or in the payment of any sinking fund instalment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided further that
in the case of any default of the character specified in Section 5.01(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default (not including periods of
grace, if any) with respect to Securities of such series.

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

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

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

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

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

(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;
54

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

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

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

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

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

SECTION 6.05. Money Held in Trust. Subject to the provisions
of Section 4.04, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by law. The Trustee shall pay such interest on any moneys received by
it hereunder as it may agree with the Company to pay thereon. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such
55

moneys shall be paid from time to time upon the receipt of a Company Order with
respect thereto.

SECTION 6.06. Compensation and Reimbursement. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as the Company and the Trustee shall
agree in writing for all services rendered by it hereunder (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust), and, except as otherwise expressly provided, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents, attorneys and counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. If any property
other than cash shall at any time be subject to a lien in favor of the Holders,
the Trustee, if and to the extent authorized by a receivership or bankruptcy
court of competent jurisdiction or by the supplemental instrument subjecting
such property to such lien, shall be entitled to make advances for the purpose
of preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The Company also covenants to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or
in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee, as
such, except funds held in trust for the payment of principal of (or premium,
if any, on) or interest, if any, on the Securities.

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

SECTION 6.08. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant
56

to this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section
6.09.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company and by mailing notice thereof to the Holders of Securities of such one
or more series, as their names and addresses appear in the Security Register.
If the instrument of acceptance by a successor Trustee required by Section 6.09
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such one or more series, or any Holder who has been a bona
fide holder of a Security or Securities of such one or more series for at
least six months may, subject to the provisions of Section 5.14, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor Trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
Trustee.

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

(d) If at any time:

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

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee and appoint a successor Trustee with respect to all Securities, one
copy of which Board Resolution shall be delivered to the Trustee so removed and
one copy to the successor Trustee, or (ii) subject to TIA Section 315(e), any
Holder who has been a bona fide holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. Such court
may thereupon,
57

after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

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

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

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights,
58

powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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

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

SECTION 6.10. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
59
52

provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE
AND COMPANY

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

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

SECTION 7.03. Reports by Company. (a) The Company covenants
and agrees to file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant
60

to either of such Sections, then to file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

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

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

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.01. Consolidations and Mergers of Company and
Conveyances Permitted Subject to Certain Conditions. Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company into any other corporation or corporations (whether or not
affiliated with the Company), or successive consolidations or mergers to which
the Company or its respective successor or successors shall be a party or
parties, or shall prevent any sale, lease or conveyance of the property of the
Company as an entirety or substantially as an entirety; provided, that upon any
such consolidation, merger, sale, lease or conveyance to which the Company is a
party and in which the Company is not the surviving corporation, the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Company and the due and
punctual payment of the principal of and interest on all of the Securities,
according to their tenor, shall be expressly assumed by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by
the corporation formed by such consolidation, or into which the Company shall
have been merged, or which shall have acquired such property.

SECTION 8.02. Successor Corporation Substituted. In case of
any such consolidation, merger, sale or conveyance, and following such an
assumption by the successor
61

corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein. Such
successor corporation may cause to be signed, and may issue either in its own
name or in the name of the Company prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

In the event of any such sale or conveyance (other than a
conveyance by way of lease) the Company or any successor corporation which
shall theretofore have become such in the manner described in this Article
shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be liquidated and dissolved.

SECTION 8.03. Opinion of Counsel to Trustee. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of
Counsel, prepared in accordance with Section 1.02, as conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of
Holders. The Company, when authorized by a Board Resolution and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for one
or more of the following purposes:
62

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

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

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

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

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

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

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

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to
63

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

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

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

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

SECTION 9.02. Supplemental Indentures With Consent of
Holders. With the consent (evidenced as provided in Section 1.04) of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class) (and, in the case of any series of Securities
held as trust assets of a Ford Motor Company Capital Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of holders
of the Preferred Securities and the Common Securities of such Ford Motor
Company Capital Trust as may be required under the Declaration of Trust of such
Ford Motor Company Capital Trust), the Company, when authorized by a Board
Resolution (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Company Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such supplemental indenture shall (a) extend the
final maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon (except that
a valid extension of an interest payment period by the Company in accordance
with the terms of any indenture supplemental hereto, shall not constitute an
extension of interest for this purpose), or reduce any amount payable on
redemption thereof or make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin or
currency other than that

provided in the Securities and Coupons or in accordance with the terms thereof,
or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy
pursuant to Sections 5.03 and 5.04 or impair or affect the right of any Holder
to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment at the option of the Holder in each case
without the consent of the Holder of each Security so affected (and, in the
case of any series of Securities held as trust assets of a Ford Motor Company
Capital Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of holders of the Preferred Securities and the Common
Securities of such Ford Motor Company Capital Trust as may be required under
the Declaration of Trust of such Ford Motor Company Capital Trust), or (b)
reduce the aforesaid percentage in principal amount of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.

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

Upon the request of the Company, accompanied by a copy of a
Board Resolution (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to a Company Order) certified by the
secretary or an assistant secretary of the Company authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid and other documents, if any,
required by Sections 1.04 and 9.03, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof (i) to the Holders of then Outstanding
Registered Securities of each series affected thereby, by mailing a notice
thereof by first class mail to such Holders at their addresses as
65

they shall appear on the Security Register, (ii) if any unregistered Securities
of a series affected thereby are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act of 1939, by mailing a notice thereof by
first class mail to such Holders at such addresses as were so furnished to the
Trustee and (iii) if any unregistered Securities of a series affected thereby
are then Outstanding, to all Holders thereof, by publication of a notice
thereof at least one in an Authorized Newspaper in the Borough of Manhattan,
The City of New York and at least once in an authorized newspaper in London,
and in each case such notice shall set forth in general terms the substance of
such supplemental indenture. Any failure of the Company to give such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

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

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

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

PARTICULAR COVENANTS OF THE COMPANY

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

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

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

SECTION 10.03. Money for Securities Payments to be Held in
Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (or premium, if any, on) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the
67

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

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

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

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

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

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

Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining satisfaction and
discharge of this Indenture, or for any other reason, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
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SECTION 10.04. Statement by Officers as to Default. The
Company will deliver to the Trustee, on or before a date not more than four
months after the end of each fiscal year of the Company ending after the date
hereof, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his knowledge of the
Company's compliance with all conditions and covenants hereof, and, if the
Company shall be in default, specifying all such defaults and the nature
thereof of which he may have knowledge. For purposes of this Section 10.04
such compliance shall be determined without regard to any period of grace or
requirement of notice hereunder.

SECTION 10.05. Further Instruments and Acts. The Company
will, upon request of the Trustee, execute and deliver such further instruments
and do such further acts as may reasonably be necessary or proper to carry out
more effectually the purposes of this Indenture.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

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

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

SECTION 11.03. Selection by Trustee of Securities to be
Redeemed. If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 45
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as may be specified by the terms of such Securities or, if no such method is
69

so specified, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions of the principal
amount of Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of such Security
not redeemed to less than the minimum authorized denomination for Securities of
that series.

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

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

SECTION 11.04. Notice of Redemption. Notice of redemption
shall be given by the Company or, at the Company's request, by the Trustee to
the Holders of the Securities to be redeemed, by first-class mail, postage
prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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

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

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

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

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

SECTION 11.06. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Regular Record Dates according to
their terms and the provisions of Section 3.07.

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

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

ARTICLE TWELVE

REPAYMENT AT OPTION OF HOLDERS

SECTION 12.01. Applicability of Article. Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 3.01 for Securities
of any series) in accordance with this Article.
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SECTION 12.02. Repayment of Securities. Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at a price equal to the principal amount thereof, together with interest
thereon accrued to the Repayment Date specified in the terms of such
Securities. The Company covenants that on or before the Repayment Date the
Company will deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the principal
(or, if so provided by the terms of the Securities of any series, a percentage
of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest, if any, on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.

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

SECTION 12.04. When Securities Presented for Repayment Become
Due and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by the terms of such Securities, such Securities or the
portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and
on and after such Repayment Date (unless the Company shall default in the
payment of such Securities on such Repayment Date) interest on such Securities
or the portions thereof, as the case may be, shall cease to accrue.
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SECTION 12.05. Securities Repaid in Part. Upon surrender of
any Security which is to be repaid in part only, the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Security or
Securities of the same series, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repaid.

ARTICLE THIRTEEN

SINKING FUNDS

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

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

SECTION 13.02. Satisfaction of Sinking Fund Payments with
Securities. The Company may (1) deliver to the Trustee Outstanding Securities
of a series (other than any previously called for redemption) theretofore
purchased or otherwise acquired by the Company and (2) receive credit for
Securities of a series which have been previously delivered to the Trustee by
the Company or for Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such Series, provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.
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SECTION 13.03. Redemption of Securities for Sinking Fund.
Not less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 13.02 (which Securities will, if not previously delivered, accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 13.02 and without the
right to make any optional sinking fund payment, if any, with respect to such
series.

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

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

ARTICLE FOURTEEN

SUBORDINATION

SECTION 14.01. Subordination. The Company, for itself, its
successors and assigns, covenants and agrees, and each holder of a Security, by
its acceptance thereof, likewise covenants and agrees, that the payment of the
principal of, premium, if any, and interest on, each and all of the Securities
is hereby expressly subordinated, to the extent and in the manner hereinafter
in this Article Fourteen set forth, in right of payment to the prior payment in
full of all Senior Obligations.
74

SECTION 14.02. Rights of Holders of Senior Obligations. (a)
In the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to the Company or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or not involving
insolvency or bankruptcy, and in the event of any execution sale, then the
holders of Senior Obligations shall be entitled to receive payment in full of
principal thereof and interest due thereon (including without limitation,
except to the extent, if any, prohibited by mandatory provisions of law, post
petition interest in any such proceedings) in money of all Senior Obligations
before the holders of Securities are entitled to receive any payment on account
of the principal of or interest on the indebtedness evidenced by the
Securities, and to that end the holders of Senior Obligations shall be entitled
to receive for application in payment thereof any payment or distribution of
any kind or character, whether in cash or property or securities, which may be
payable or deliverable in connection with any such proceedings or sale in
respect of the principal of or interest on the Securities other than securities
of the Company as reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this
Article Fourteen with respect to the Securities, to the payment of all
indebtedness of the nature of Senior Obligations, provided that the rights of
the holders of the Senior Obligations are not altered by such reorganization or
readjustment;

(b) In the event and during the continuation of any default in
payment of any Senior Obligations or if any event of default, as therein
defined, shall exist under any Senior Obligations or any agreement pursuant to
which any Senior Obligations is issued, no payment of the principal of, premium
if any, or interest on the Securities shall be made and the Company covenants
that it will, upon ascertaining any such default or event of default, provide
written notice to the Trustee of such default or event of default;

(c) In the event that the Securities of any series are declared
due and payable before their expressed maturity because of the occurrence of an
Event of Default (under circumstances when the provisions of subsection(a) of
this Section 14.02 shall not be applicable), the holders of all Senior
Obligations shall be entitled to receive payment in full in money of such
Senior Obligations before such holders of Securities are entitled to receive
any payment on account of the principal of or interest on the Securities; and

(d) No holder of Senior Obligations shall be prejudiced in his
right to enforce subordination of the Securities by any act or failure to act
on the part of the Company.

SECTION 14.03. Payments and Distributions. In the event that,
notwithstanding the provisions of Section 14.02, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted
or securities of the Company or any
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other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this
Article Fourteen with respect to the Securities, to the payment of all
indebtedness of the nature of Senior Obligations, provided that the rights of
the holders of the Senior Obligations are not altered by such reorganization or
readjustment) shall be received by the holders or by the Trustee for their
benefit in connection with any proceedings or sale referred to in subsection
(a) of Section 14.02 before all Senior Obligations is paid in full in money,
such payment or distribution shall be paid over to the holders of such Senior
Obligations or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Obligations may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the Senior Obligations held or
represented by each, for application to the payment of all Senior Obligations
remaining unpaid until all such Senior Obligations shall have been paid in full
in money, after giving effect to any concurrent payment or distribution to the
holders of such Senior Obligations.

From and after the payment in full in money of all Senior
Obligations, the holders of Securities (together with the holders of any other
indebtedness of the Company which is subordinate in right of payment to the
payment in full of all Senior Obligations, which is not subordinate in right of
payment to the Securities and which by its terms grants such right of
subrogation to the holder thereof) shall be subrogated to the rights of the
holders of Senior Obligations to receive payments or distributions of assets or
securities of the Company applicable to the Senior Obligations until the
Securities shall be paid in full, and, for the purposes of such subrogation, no
such payments or distributions to the holders of Senior Obligations of assets
or securities, which otherwise would have been payable or distributable to
holders of Securities, shall, as between the Company, its creditors other than
the holders of Senior Obligations, and the holders, be deemed to be a payment
by the Company to or on account of the Senior Obligations, it being understood
that the provisions of this Article Fourteen are and are intended solely for
the purpose of defining the relative rights of the holders, on the one hand,
and the holders of the Senior Obligations, on the other hand, and nothing
contained in this Article Fourteen or elsewhere in this Indenture or in the
Securities is intended to or shall impair as between the Company, its creditors
other than the holders of Senior Obligations, and the holders, the obligation
of the Company, which is unconditional and absolute, to pay to the holders the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or to affect the relative
rights of the holders and creditors of the Company other than the holders of
the Senior Obligations, nor shall anything herein or therein prevent the
Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture subject to the
rights of the holders of Senior Obligations, under Section 14.02, to receive
cash, property or securities of the Company otherwise payable or deliverable to
the holders of the Securities.
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Upon any distribution or payment in connection with any
proceedings or sale referred to in subsection (a) of Section 14.02, the
Trustee, subject as between the Trustee and the holders to the provisions of
Section 1.04 hereof, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution or payment
to the Trustee for the purpose of ascertaining the holders of Senior
Obligations entitled to participate in such payment or distribution, the amount
of such Senior Obligations or the amount payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Fourteen. In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any person as a
holder of Senior Obligations to participate in any payment or distribution
pursuant to this Section 14.03, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Obligations held by such person, as to the extent to which such person
is entitled to participate in such payment or distribution, and as to other
facts pertinent to the rights of such person under this Section 14.03, and if
such evidence is not furnished, the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive
such payment.
The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Obligations, and shall not be liable to any such
holders if it shall in good faith pay over or distribute to holders of
Securities or the Company or any other person moneys or assets to which any
holders of Senior Obligations shall be entitled by virtue of Article Fourteen
of this Indenture or otherwise.

SECTION 14.04. Payments by the Company. Nothing contained in
this Article Fourteen or elsewhere in this Indenture, or in any of the
Securities, shall prevent at any time, (a) the Company from making payments at
any time of principal of or interest on the Securities, except under the
conditions described in Section 14.02 or during the pendency of any proceedings
or sale therein referred to, provided, however, that payments of principal of
or interest on the Securities shall only be made by the Company within three
business days of the due dates for such payments or (b) the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of or interest on the Securities, if at the time of
such deposit the Trustee did not have written notice in accordance with Section
14.06 of any event prohibiting the making of such deposit by the Company or if
in the event of redemption, the Trustee did not have such written notice prior
to the time that the notice of redemption pursuant to Section 11.04 was given
(which notice of redemption shall in no event be given more than 60 days prior
to the date fixed for redemption).

SECTION 14.05. Appointment of the Trustee by Holders. Each
Holder by his acceptance of a Security authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination as provided in this Article
Fourteen and appoints the Trustee as attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding up, liquidation
or
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reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and assets of the
Company, the immediate filing of a claim for the unpaid balance of such
Holder's Securities in the form required in said proceedings and cause said
claim to be approved.

SECTION 14.06. Notice to Trustee. Notwithstanding the
provisions of this Article Fourteen or any other provisions of this Indenture,
the Trustee shall not be charged with the knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to the Trustee,
unless and until the Trustee shall have received written notice thereof from
the Company or from the holder or the representative of any class of Senior
Obligations; provided, however, that if at least two business days prior to the
date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of either the cash amount
payable at maturity or interest on any Security) the Trustee shall not have
received with respect to such monies the notice provided for in this Section
14.06, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or after such two
business days prior to such date.

SECTION 14.07. Rights of Trustee. The Trustee shall be
entitled to all the rights set forth in this Article Fourteen with respect to
any Senior Obligations which may at any time be held by it, to the same extent
as any other holder of Senior Obligations.

SECTION 14.08. Paying Agent. In case at any time any paying
agent other than the Trustee shall be appointed by the Company and be then
acting hereunder, the term "Trustee" as used in this Article Fourteen shall in
such case (unless the context shall otherwise require) be construed as
extending to and including such paying agent within its meaning as fully for
all intents and purposes as if such paying agent were named in this Article
Fourteen in place of the Trustee.

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
DIRECTORS AND EMPLOYEES

SECTION 15.01. Exemption from Individual Liability. No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or
78

of any successor corporation, either directly or through the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to,
or is or shall be incurred by, the incorporators, stockholders, officers,
directors or employees, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer, director or employee,
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issue of such Securities.

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

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

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

SECTION 16.03. Required Notices or Demands. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders to or on the Company may,
except as otherwise provided in Section 5.01(4), be given or served by being
deposited postage prepaid in a post office letter box in the United States
addressed (until another address is filed by the Company with the Trustee), as
follows: to the Company, Ford Motor Company, Xxx Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: Treasurer. Any notice, direction, request or demand
by the Company or by any Holder to or upon the Trustee may be given or made,
for all purposes, by being deposited postage prepaid in a post office letter
box in the United States addressed to the Corporate Trust Office of the
Trustee. Any notice required or permitted to be mailed to a
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Holder by the Company or the Trustee pursuant to the provisions of this
Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Security Register. In any
case, where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

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

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

[_______________] hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.
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IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this
Indenture to be duly signed and acknowledged by its Chairman of the Board or
its President or an Executive Vice President or a Vice President or its
Treasurer or its Assistant Treasurer or its Secretary or its Assistant
Secretary thereunto duly authorized, and its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or an Assistant
Secretary; and [____________] has caused this Indenture to be duly signed and
acknowledged by one of its Vice Presidents or Assistant Vice Presidents
thereunto duly authorized, and its corporate seal to be affixed hereunto, and
the same to be attested by one of its Assistant Treasurers.

FORD MOTOR COMPANY

By__________________________
Name:
Title:

Attest: __________________________

[___________________]

By__________________________
Name:
Title:

Attest: _________________________
81

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

FORD MOTOR COMPANY

By___________________________
Name:
Title:

Attest: __________________________

[___________________]

By___________________________
Name:
Title:

Attest: _________________________
82

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

On this _________ day of __________________ , 1995, before me
personally came ________________, to me known, who, being by me duly sworn, did
depose and say that he resides at ________________________________, that he
is ______________________________ of FORD MOTOR COMPANY, one of the
corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

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

________________________________

XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )

On this _________ day of __________________, 1995, before me
personally came _________________________________, to me known, who, being by
me duly sworn, did depose and say that he resides at _______________________,
that he is __________________________________________
of [____________________], one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

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

________________________________

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