ex4-i









Exhibit 4-I




















Ford Motor Credit Company



and








Trustee


















INDENTURE













Dated as of
                 














Unsecured and Unsubordinated Debt
Securities




________________________________________________________________________________
 















COMPOSITE INDENTURE




TABLE OF CONTENTS



ARTICLE ONE



Definitions and Other Provisions of General Application



Definitions








	 	 	 	 	 	 	 
					Page
					

	
	
	SECTION 1.01.

		 	
	Certain terms defined	 	 	2	 
	
	
	
	


	 	 	
	Act	 	 	2	 
	
	
	
	


	 	 	
	Affiliate; Control	 	 	2	 
	
	
	
	


	 	 	
	Authorized Newspaper	 	 	3	 
	
	
	
	


	 	 	
	Bearer Security	 	 	2	 
	
	
	
	


	 	 	
	Board of Directors	 	 	2	 
	
	
	
	


	 	 	
	Board Resolution	 	 	2	 
	
	
	
	


	 	 	
	Business Day	 	 	3	 
	
	
	
	


	 	 	
	Clearstream Luxembourg	 	 	3	 
	
	
	
	


	 	 	
	Commission	 	 	3	 
	
	
	
	


	 	 	
	Company	 	 	3	 
	
	
	
	


	 	 	
	Company Request; Company Order	 	 	3	 
	
	
	
	


	 	 	
	Corporate Trust Office	 	 	4	 
	
	
	
	


	 	 	
	Corporation	 	 	4	 
	
	
	
	


	 	 	
	Coupon	 	 	4	 
	
	
	
	


	 	 	
	Defaulted Interest	 	 	4	 
	
	
	
	


	 	 	
	Dollar	 	 	4	 
	
	
	
	


	 	 	
	Euroclear	 	 	4	 
	
	
	
	


	 	 	
	Event of Default	 	 	4	 
	
	
	
	


	 	 	
	Foreign Currency	 	 	4	 
	
	
	
	


	 	 	
	Holder	 	 	4	 
	
	
	
	


	 	 	
	Indenture	 	 	4	 
	
	
	
	


	 	 	
	Interest	 	 	5	 
	
	
	
	


	 	 	
	Interest Payment Date	 	 	5	 
	
	
	
	


	 	 	
	Maturity	 	 	5	 
	
	
	
	


	 	 	
	National Bankruptcy Act	 	 	5	 
	
	
	
	


	 	 	
	Officers’ Certificate	 	 	5	 
	
	
	
	


	 	 	
	Opinion of Counsel	 	 	5	 
	
	
	
	


	 	 	
	Original Issue Discount Security	 	 	5	 
	
	
	
	


	 	 	
	Outstanding	 	 	5	 
	
	
	
	


	 	 	
	Paying Agent	 	 	6	 
	
	
	
	


	 	 	
	Person	 	 	6	 
	
	
	
	


	 	 	
	Place of Payment	 	 	6	 
	
	
	
	


	 	 	
	Predecessor Security	 	 	6	 
	
	
	
	


	 	 	
	Redemption Date	 	 	6	 
	
	
	
	


	 	 	
	Redemption Price	 	 	7	 
	
	
	
	


	 	 	
	Registered Security	 	 	7	 
	
	
	
	


	 	 	
	Regular Record Date	 	 	7	 
	
	
	
	


	 	 	
	Repayment Date	 	 	7	 
	
	
	
	


	 	 	
	Repayment Price	 	 	7	 
	
	
	
	


	 	 	
	Responsible Officer	 	 	7	 
	
	
	
	


	 	 	
	Restricted Subsidiary; Subsidiary of the Company	 	 	7	 
	
	
	
	


	 	 	
	Securities	 	 	8	 
	
	
	
	


	 	 	
	Security Register; Security Registrar	 	 	8	 
	
	
	
	


	 	 	
	Special Record Date	 	 	8	 
	
	
	
	


	 	 	
	Stated Maturity	 	 	8	 
	
	
	
	


	 	 	
	Trustee	 	 	8	 









i














	 	 	 	 	 	 	 
					Page
					

	 	 	
	Trust Indenture Act of 1939	 	 	8	 
	
	
	
	


	 	 	
	United States	 	 	8	 
	
	
	
	


	 	 	
	United States person	 	 	8	 
	
	
	
	


	
	
	SECTION 1.02.

		 	
	Compliance Certificates and Opinions	 	 	9	 
	
	
	
	


	
	
	SECTION 1.03.

		 	
	Form of Documents Delivered to Trustee	 	 	9	 
	
	
	
	


	
	
	SECTION 1.04.

		 	
	Acts of Holders	 	 	9	 
	
	
	
	


	
	
	SECTION 1.05.

		 	
	Conflict with Trust Indenture Act of 1939	 	 	10	 
	
	
	
	


	
	
	SECTION 1.06.

		 	
	Effect of Headings and Table of Contents	 	 	10	 
	
	
	
	


	
	
	SECTION 1.07.

		 	
	Separability Clause	 	 	11	 
	
	
	
	


	
	
	SECTION 1.08.

		 	
	Benefits of Indenture	 	 	11	 
	
	
	
	


	
	
	SECTION 1.09.

		 	
	Legal Holidays	 	 	11	 
	 	 	
	ARTICLE TWO	 	 	 	 
	 	 	
	

	Security Forms	 	 	 	 
	
	
	
	


	
	
	SECTION 2.01.

		 	
	Forms Generally	 	 	11	 
	
	
	
	


	
	
	SECTION 2.02.

		 	
	Form of Trustee’s Certificate of Authentication	 	 	12	 
	
	
	
	


	
	
	SECTION 2.03.

		 	
	Securities Issuable in Global Form	 	 	12	 
	 	 	
	ARTICLE THREE	 	 	 	 
	 	 	
	

	The Securities	 	 	 	 
	
	
	
	


	
	
	SECTION 3.01.

		 	
	Amount Unlimited; Issuable in Series	 	 	12	 
	
	
	
	


	
	
	SECTION 3.02.

		 	
	Denominations	 	 	14	 
	
	
	
	


	
	
	SECTION 3.03.

		 	
	Execution, Authentication, Delivery and Dating	 	 	14	 
	
	
	
	


	
	
	SECTION 3.04.

		 	
	Temporary Securities	 	 	16	 
	
	
	
	


	
	
	SECTION 3.05.

		 	
	Registration; Registration of Transfer and Exchange	 	 	18	 
	
	
	
	


	
	
	SECTION 3.06.

		 	
	Mutilated, Destroyed, Lost or Stolen Securities	 	 	20	 
	
	
	
	


	
	
	SECTION 3.07.

		 	
	Payment of Interest on Registered Securities; Interest Rights
	Preserved	 	 	21	 
	
	
	
	


	
	
	SECTION 3.08.

		 	
	Persons Deemed Owners	 	 	22	 
	
	
	
	


	
	
	SECTION 3.09.

		 	
	Cancellation	 	 	22	 
	
	
	
	


	
	
	SECTION 3.10.

		 	
	Computation of Interest	 	 	22	 
	 	 	
	ARTICLE FOUR	 	 	 	 
	 	 	
	

	Satisfaction and Discharge	 	 	 	 
	
	
	
	


	
	
	SECTION 4.01.

		 	
	Satisfaction and Discharge of Indenture	 	 	22	 
	
	
	
	


	
	
	SECTION 4.02.

		 	
	Application of Trust Money	 	 	23	 
	
	
	
	


	
	
	SECTION 4.03.

		 	
	Repayment of Moneys Held by Paying Agent	 	 	24	 
	
	
	
	


	
	
	SECTION 4.04.

		 	
	Repayment of Moneys Held by Trustee	 	 	24	 
	 	 	
	ARTICLE FIVE	 	 	 	 
	 	 	
	

	Remedies	 	 	 	 
	
	
	
	


	
	
	SECTION 5.01.

		 	
	Events of Default	 	 	24	 
	
	
	
	


	
	
	SECTION 5.02.

		 	
	Acceleration of Maturity; Rescission and Annulment	 	 	25	 
	
	
	
	


	
	
	SECTION 5.03.

		 	
	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	26	 
	
	
	
	


	
	
	SECTION 5.04.

		 	
	Trustee May File Proofs of Claim	 	 	26	 
	
	
	
	


	
	
	SECTION 5.05.

		 	
	Trustee May Enforce Claims Without Possession of Securities	 	 	27	 









ii














	 	 	 	 	 	 	 
					Page
					

	
	
	SECTION 5.06.

		 	
	Application of Money Collected	 	 	27	 
	
	
	
	


	
	
	SECTION 5.07.

		 	
	Limitation on Suits	 	 	27	 
	
	
	
	


	
	
	SECTION 5.08.

		 	
	Unconditional Right of Holders to Receive Principal, Premium and
	Interest	 	 	28	 
	
	
	
	


	
	
	SECTION 5.09.

		 	
	Restoration of Rights and Remedies	 	 	28	 
	
	
	
	


	
	
	SECTION 5.10.

		 	
	Rights and Remedies Cumulative	 	 	28	 
	
	
	
	


	
	
	SECTION 5.11.

		 	
	Delay or Omission Not Waiver	 	 	28	 
	
	
	
	


	
	
	SECTION 5.12.

		 	
	Control by Holders	 	 	28	 
	
	
	
	


	
	
	SECTION 5.13.

		 	
	Waiver of Past Defaults	 	 	29	 
	
	
	
	


	
	
	SECTION 5.14.

		 	
	Undertaking for Costs	 	 	29	 
	 	 	
	ARTICLE SIX	 	 	 	 
	 	 	
	

	The Trustee	 	 	 	 
	
	
	
	


	
	
	SECTION 6.01.

		 	
	Certain Duties and Responsibilities	 	 	29	 
	
	
	
	


	
	
	SECTION 6.02.

		 	
	Notice of Defaults	 	 	30	 
	
	
	
	


	
	
	SECTION 6.03.

		 	
	Certain Rights of Trustee	 	 	30	 
	
	
	
	


	
	
	SECTION 6.04.

		 	
	Trustee Not Responsible for Recitals in Indenture or in
	Securities	 	 	31	 
	
	
	
	


	
	
	SECTION 6.05.

		 	
	May Hold Securities	 	 	31	 
	
	
	
	


	
	
	SECTION 6.06.

		 	
	Money Held in Trust	 	 	31	 
	
	
	
	


	
	
	SECTION 6.07.

		 	
	Compensation and Reimbursement	 	 	31	 
	
	
	
	


	
	
	SECTION 6.08.

		 	
	Corporate Trustee Required; Eligibility	 	 	32	 
	
	
	
	


	
	
	SECTION 6.09.

		 	
	Resignation and Removal; Appointment of Successor	 	 	32	 
	
	
	
	


	
	
	SECTION 6.10.

		 	
	Acceptance of Appointment by Successor	 	 	33	 
	
	
	
	


	
	
	SECTION 6.11.

		 	
	Merger, Conversion, Consolidation or Succession to Business	 	 	34	 
	
	
	
	


	
	
	SECTION 6.12.

		 	
	Preferential Collection of Claims Against Company	 	 	35	 
	
	
	
	


	 	 	
	(a) Segregation and Apportionment of Certain Collections by
	Trustee, Certain Exceptions	 	 	 	 
	
	
	
	


	 	 	
	(b) Certain Creditor Relationships Excluded from
	Segregation and Apportionment	 	 	 	 
	
	
	
	


	 	 	
	(c) Definitions of Certain Terms Used in this Section	 	 	 	 
	 	 	
	ARTICLE SEVEN	 	 	 	 
	 	 	
	

	Holders’ Lists and Reports by Trustee and Company	 	 	 	 
	
	
	
	


	
	
	SECTION 7.01.

		 	
	Disclosure of Names and Addresses of Holders	 	 	37	 
	
	
	
	


	
	
	SECTION 7.02.

		 	
	Reports by Trustee	 	 	37	 
	
	
	
	


	
	
	SECTION 7.03.

		 	
	Reports by Company	 	 	38	 
	 	 	
	ARTICLE EIGHT	 	 	 	 
	 	 	
	

	Consolidation, Merger, Sale or Conveyance	 	 	 	 
	
	
	
	


	
	
	SECTION 8.01.

		 	
	Consolidations and Mergers of Company and Conveyances Permitted
	Subject to Certain Conditions	 	 	38	 
	
	
	
	


	
	
	SECTION 8.02.

		 	
	Rights and Duties of Successor Corporation	 	 	38	 
	
	
	
	


	
	
	SECTION 8.03.

		 	
	Securities to be Secured in Certain Events	 	 	39	 
	
	
	
	


	
	
	SECTION 8.04.

		 	
	Officers’ Certificate and Opinion of Counsel	 	 	39	 









iii














	 	 	 	 	 	 	 
					Page
					

	 	 	
	ARTICLE NINE	 	 	 	 
	 	 	
	

	Supplemental Indentures	 	 	 	 
	
	
	
	


	
	
	SECTION 9.01.

		 	
	Supplemental Indentures without Consent of Holders	 	 	39	 
	
	
	
	


	
	
	SECTION 9.02.

		 	
	Supplemental Indentures with Consent of Holders	 	 	40	 
	
	
	
	


	
	
	SECTION 9.03.

		 	
	Execution of Supplemental Indentures	 	 	41	 
	
	
	
	


	
	
	SECTION 9.04.

		 	
	Effect of Supplemental Indentures	 	 	41	 
	
	
	
	


	
	
	SECTION 9.05.

		 	
	Reference in Securities to Supplemental Indentures	 	 	41	 
	 	 	
	ARTICLE TEN	 	 	 	 
	 	 	
	

	Particular Covenants of the Company	 	 	 	 
	
	
	
	


	
	
	SECTION 10.01.

		 	
	Payment of Principal, Premium and Interest	 	 	41	 
	
	
	
	


	
	
	SECTION 10.02.

		 	
	Maintenance of Office or Agency	 	 	42	 
	
	
	
	


	
	
	SECTION 10.03.

		 	
	Money for Securities Payments to be Held in Trust	 	 	43	 
	
	
	
	


	
	
	SECTION 10.04.

		 	
	Limitation on Liens	 	 	43	 
	
	
	
	


	
	
	SECTION 10.05.

		 	
	Statement by Officers as to Default	 	 	44	 
	
	
	
	


	
	
	SECTION 10.06.

		 	
	Further Instruments and Acts	 	 	44	 
	
	
	
	


	
	
	SECTION 10.07.

		 	
	Additional Amounts	 	 	44	 
	
	
	
	


	
	
	SECTION 10.08.

		 	
	Purchase of Securities by Company or Subsidiary	 	 	45	 
	 	 	
	ARTICLE ELEVEN	 	 	 	 
	 	 	
	

	Redemption of Securities	 	 	 	 
	
	
	
	


	
	
	SECTION 11.01.

		 	
	Applicability of Article	 	 	46	 
	
	
	
	


	
	
	SECTION 11.02.

		 	
	Election to Redeem; Notice to Trustee	 	 	46	 
	
	
	
	


	
	
	SECTION 11.03.

		 	
	Selection by Trustee of Securities to be Redeemed	 	 	46	 
	
	
	
	


	
	
	SECTION 11.04.

		 	
	Notice of Redemption	 	 	46	 
	
	
	
	


	
	
	SECTION 11.05.

		 	
	Deposit of Redemption Price	 	 	47	 
	
	
	
	


	
	
	SECTION 11.06.

		 	
	Securities Payable on Redemption Date	 	 	47	 
	
	
	
	


	
	
	SECTION 11.07.

		 	
	Securities Redeemed in Part	 	 	47	 
	 	 	
	ARTICLE TWELVE	 	 	 	 
	 	 	
	

	Repayment at Option of Holders	 	 	 	 
	
	
	
	


	
	
	SECTION 12.01.

		 	
	Applicability of Article	 	 	48	 
	
	
	
	


	
	
	SECTION 12.02.

		 	
	Repayment of Securities	 	 	48	 
	
	
	
	


	
	
	SECTION 12.03.

		 	
	Exercise of Option	 	 	48	 
	
	
	
	


	
	
	SECTION 12.04.

		 	
	When Securities Presented for Repayment Become Due and Payable	 	 	49	 
	
	
	
	


	
	
	SECTION 12.05.

		 	
	Securities Repaid in Part	 	 	49	 
	 	 	
	ARTICLE THIRTEEN	 	 	 	 
	 	 	
	

	Sinking Funds	 	 	 	 
	
	
	
	


	
	
	SECTION 13.01.

		 	
	Applicability of Article	 	 	49	 
	
	
	
	


	
	
	SECTION 13.02.

		 	
	Satisfaction of Sinking Fund Payments with Securities	 	 	49	 
	
	
	
	


	
	
	SECTION 13.03.

		 	
	Redemption of Securities for Sinking Fund	 	 	49	 









iv














	 	 	 	 	 	 	 
					Page
					

	 	 	
	ARTICLE FOURTEEN	 	 	 	 
	
	
	
	


	
	

	Immunity of Incorporators, Stockholders, Officers, Directors
	and Employees
	
	
	
	


	
	
	SECTION 14.01.

		 	
	Exemption from Individual Liability	 	 	50	 
	 	 	
	ARTICLE FIFTEEN	 	 	 	 
	 	 	
	

	Meetings of Holders of Securities	 	 	 	 
	
	
	
	


	
	
	SECTION 15.01.

		 	
	Purposes for Which Meetings May be Called	 	 	50	 
	
	
	
	


	
	
	SECTION 15.02.

		 	
	Call, Notice and Place of Meetings	 	 	51	 
	
	
	
	


	
	
	SECTION 15.03.

		 	
	Persons Entitled to Vote at Meetings	 	 	51	 
	
	
	
	


	
	
	SECTION 15.04.

		 	
	Quorum; Action	 	 	51	 
	
	
	
	


	
	
	SECTION 15.05.

		 	
	Determination of Voting Rights; Conduct and Adjournment of
	Meetings	 	 	52	 
	
	
	
	


	
	
	SECTION 15.06.

		 	
	Counting Votes and Recording Action of Meetings	 	 	52	 
	 	 	
	ARTICLE SIXTEEN	 	 	 	 
	 	 	
	

	Miscellaneous Provisions	 	 	 	 
	
	
	
	


	
	
	SECTION 16.01.

		 	
	Successors and Assigns of Company Bound by Indenture	 	 	53	 
	
	
	
	


	
	
	SECTION 16.02.

		 	
	Acts of Board, Committee or Officer of Successor Corporation
	Valid	 	 	53	 
	
	
	
	


	
	
	SECTION 16.03.

		 	
	Required Notices or Demands	 	 	53	 
	
	
	
	


	
	
	SECTION 16.04.

		 	
	Indenture and Securities to be Construed in Accordance with the
	Laws of the State of New York	 	 	54	 
	
	
	
	


	
	
	SECTION 16.05.

		 	
	Indenture May be Executed in Counterparts	 	 	54	 
	
	***
	
	
	
	


	
	SIGNATURES AND SEALS	 	 	 	 
	
	
	
	


	
	
	EXHIBIT A.

		 	
	Form of Registered Security Which Is Not an Original Issue
	Discount Security	 	 	A-1	 
	
	
	
	


	
	
	EXHIBIT B.

		 	
	Form of Registered Security Which Is an Original Issue Discount
	Security	 	 	B-1	 
	
	
	
	


	
	
	EXHIBIT C.

		 	
	Form of Bearer Security Which Is Not an Original Issue Discount
	Security and Form of Related Coupon	 	 	C-1	 
	
	
	
	


	
	
	EXHIBIT D.

		 	
	Form of Bearer Security Which Is an Original Issue Discount
	Security and Form of Related Coupon	 	 	D-1	 
	
	
	
	


	
	
	EXHIBIT E.

		 	
	Forms of Certification	 	 	E-1-1	 









v









 2








     
INDENTURE, dated as of the first day of
       , between Ford Motor
Credit Company, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter sometimes called
the “Company”), party of the first part, and
            a
        , duly organized and
existing under the laws of (hereinafter sometimes called the
“Trustee”), party of the second part.












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












     
WHEREAS, 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, and in consideration of the premises, of the
purchases and acceptance of Securities by the Holders thereof
and of the sum of One Dollar to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby
acknowledged, 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 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.









 3



Authorized Newspaper:


     
The term “Authorized Newspaper” shall mean a
newspaper, in the English language or in an official language of
the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of
such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any
Business Day.


Bearer Security:


     
The term “Bearer Security” shall mean any Security in
the form set forth in either Exhibit C or Exhibit D to
this Indenture or established pursuant to Section 2.01
which is payable to bearer.


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, the Executive Committee of such Board,
or the Finance Committee of such Board.


Board Resolution:


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


Business Day:


     
The term “Business Day”, when used with respect to any
Place of Payment or any other particular location referred to in
this Indenture or in the Securities, shall mean any day other
than a Saturday or a Sunday or a day on which banking
institutions in the Place of Payment or other location are
authorized or obligated by law or executive order to close.







Clearstream Luxembourg:












     
The term “Clearstream” Luxembourg means Clearstream
Banking, Société anonyme.







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 as such time.


Company:


     
The term “Company” shall mean Ford Motor Credit
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 its Chairman of the Board, its President,
an Executive Vice President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary and
delivered to the Trustee.









 4



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 and 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
                              .







Corporation:


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


Coupon:


     
The term “coupon” shall mean any interest coupon
appertaining to a Bearer Security.


Defaulted Interest:


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


Dollar:


     
The term “Dollar” or “$” shall mean a dollar
or other equivalent unit in such coin or currency of the United
States of America as at the time shall be legal tender for the
payment of public and private debts.







Euroclear:












     
The term “Euroclear” shall mean the operator of the
Euro-clear System.







Event of Default:


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


Foreign Currency or foreign currency:


     
The term “Foreign Currency” or “foreign
currency” shall mean a currency issued by the government of
any country other than the United States of America.


Holder:


     
The term “Holder” shall mean in the case of a
Registered Security the Person in whose name a Security is
registered in the Security Register and in the case of a Bearer
Security the bearer thereof and, when used with respect to any
coupon, shall mean the bearer thereof.


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 such 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









 5




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.


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.


National Bankruptcy Act:


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


Officers’ Certificate:


     
The term “Officers’ Certificate” shall mean a
certificate signed by the Chairman of the Board, the President,
an Executive Vice President or a Vice President, and by 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 therefore 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











 6




		
	 	
	of such Securities; provided, that, if such Securities or
	portions thereof are to be redeemed, notice of such redemption
	has been duly given pursuant to this Indenture or provision
	therefor satisfactory to the Trustee has been made; and
	 
	 	     
	(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 hereunder or whether a
quorum is present at a meeting of Holders of Securities
(i) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as
of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 5.02, (ii) the
principal amount of a Security denominated in a foreign currency
or currencies or currency units shall be the U.S. dollar
equivalent, determined on the date the Company agreed to sell
such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on
the date the Company agreed to sell such Security of the amount
determined as provided in (i) above), of such Security, and
(iii), 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 and
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 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
any Security, shall mean the place or places where the principal
of (and premium, if any, on) and interest on such Security is
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 or a Security to which a mutilated, destroyed, lost or
stolen coupon appertains shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security or the
Security to which the mutilated, destroyed, lost or stolen
coupon appertains, as the case may be.









 7



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.


Registered Security:


     
The term “Registered Security” shall mean any Security
in the form set forth in either Exhibit A or Exhibit B
to this Indenture or established pursuant to Section 2.01
which is registered in the Security Register.


Regular Record Date:


     
The term “Regular Record Date” for the interest
payable on any Interest Payment Date on any Registered Security
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.


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 the Chairman or Vice Chairman of the
Board of Directors, the Chairman or Vice Chairman of the
Executive Committee of the Board of Directors, the President,
any Vice President, any Second Vice President, the Cashier, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Corporate Trust Officer, any Assistant Trust
Officer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular
subject.


Restricted Subsidiary; Subsidiary of the Company:


     
The term “Restricted Subsidiary” shall mean a
subsidiary of the Company organized and existing under the laws
of the United States of America, a State or territory thereof or
the District of Columbia or conducting the major portion of its
business in the United States of America, any of the activities
of which includes insurance underwriting or which had, at the
end of its last quarterly accounting period preceding the date
of computation, assets with a value in excess of $1,000,000 (net
of the amount of any related unearned income) representing
accounts or notes receivable resulting from the financing of new
cars, trucks, tractors and farm and industrial equipment
manufactured or sold by Ford Motor Company or from the financing
of used cars, trucks, tractors, and farm and industrial
equipment of the same types, whether manufactured by Ford Motor
Company or others.









 8



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


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


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 Indenture as to which
such Person is Trustee shall have the meaning stated in the
first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such
Person is not Trustee.


Security Register; Security Registrar:


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


Special Record Date:


     
The term “Special Record Date” for the payment of any
Defaulted Interest on any Registered Security 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 instalment of principal thereof or interest
thereon, shall mean the date specified in such Security or a
coupon representing such instalment of interest 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:


     
The term “Trust Indenture Act of 1939” (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.


United States:


     
The term “United States” shall mean the United States
of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its
jurisdiction.


United States person:


     
The term “United States person” shall mean an
individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in
or under the









 9




laws of the United States or an estate or trust the income of
which is subject to United States federal income taxation
regardless of its source.


     
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 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 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. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of









 10




such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance
with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and
the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders
signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders
of Securities shall be proved in the manner provided in
Section 15.06.


     
(b)  The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of
a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the
Trustee deems sufficient and in accordance with such reasonable
rules as the Trustee may determine.


     
(c)  The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same,
shall be proved by the Security Register.


     
(d)  The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same,
may be proved by the production of such Bearer Securities or by
a certificate executed, as depositary, by any trust company,
bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later
date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by
some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The
principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may also be proved
in any other manner which the Trustee deems sufficient.


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


     
SECTION 1.05.  Conflict with Trust Indenture Act of
1939. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included
in this Indenture by any of Sections 310 to 317, inclusive,
of the Trust Indenture Act of 1939, such required provision
shall control.


     
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.









 11



     
SECTION 1.07.  Separability Clause. In case any
provisions in this Indenture or in any Security or coupon 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 or coupons, express or
implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders of Securities or
coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


     
SECTION 1.09.  Legal Holidays. In any case when 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 any Security or coupon other than a provision in a Security
which specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if
made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity; provided that no interest shall accrue 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 Registered
Securities if any, and the Bearer Securities, if any, and
related coupons shall be in substantially the forms set forth in
Exhibit A, B, C or D to this Indenture, or in such other
form (including permanent global form) as shall be established
by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or
as may, consistently herewith, be determined by the officers
executing such Securities or coupons, as evidenced by their
execution of the Securities or coupons. If temporary Securities
are issued in global form as permitted by Section 3.04, the
form thereof shall be established as provided in the preceding
sentence. If the forms of Securities or coupons (or any such
temporary global Security) are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by
Section 3.03 for the authentication and delivery of such
Securities (or any such temporary global Security) or coupons.


     
Unless otherwise specified as contemplated by Section 3.01,
Securities in bearer form shall have interest coupons attached.


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


     
The definitive Securities and coupons, if any, 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 or coupons, as evidenced by their
execution of such Securities or coupons.









 12



     
SECTION 2.02.  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 Officer




     
SECTION 2.03.  Securities Issuable in Global Form.
If Securities of a series are issuable in global form, as
specified as contemplated by Section 3.01, then,
notwithstanding clause (8) of Section 3.01 and the
provisions of Section 3.02, any such Security shall
represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from
time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time
be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.03 or Section 3.04.
Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.03 or 3.04 has been, or
simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply
with Section 1.02 and need not be accompanied by an Opinion
of Counsel.


     
The provisions of the last sentence of Section 3.03 shall
apply to any security represented by a Security in global form
if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 3.03.


     
Notwithstanding the provisions of Section 3.07, unless
otherwise specified as contemplated by Section 3.01,
payment of principal of and any premium and interest on any
Security in permanent global form shall be made to the Person or
Persons specified therein.







     
Notwithstanding the provisions of Section 3.08 and except
as provided in the preceding paragraph, the Company, the Trustee
and any agent of the Company and the Trustee shall treat a
Person as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security as shall
be specified in a written statement, produced to the Trustee by
such Person, of (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global
Security in registered form, or, (ii) in the case of a
permanent global Security in bearer form, Euroclear or
Clearstream Luxembourg.













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 a Board Resolution and, subject
to Section 3.03, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in
one or more indentures









 13




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
	Securities);
	 
	 	     
	(2)  the 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 2.03, 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, if any, or the manner in which such
	rates are determined, the date or dates from which any such
	interest shall accrue, or the manner in which such dates are
	determined, the Interest Payment Dates on which any such
	interest shall be payable and the Regular Record Dates, if any,
	for any interest payable on any Registered Security on any
	Interest Payment Date;
	 
	 	     
	(5)  the place or places where the principal of (and
	premium, if any, on) and any interest on Securities of the
	series shall be payable, any Registered Securities of the series
	may be surrendered for registration of transfer, Securities of
	the series may be surrendered for exchange and notices and
	demands to or upon the Company in respect of the Securities of
	the series and this Indenture may be served;
	 
	 	     
	(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, if any, 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 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 any Registered
	Securities of the series shall be issuable and if other than the
	denomination of $5,000, the denomination or denominations in
	which any Bearer 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) or interest on the Securities of the series shall be
	payable;
	 
	 	     
	(12)  if the amount of payment of principal of (and
	premium, if any) or interest on the Securities of the series may
	be determined with reference to an index, formula or other
	method, the manner in which such amounts shall be determined;
	 
	 	     
	(13)  if the principal of (and premium, if any) or interest
	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











 14




		
	 	
	or periods within which, and the terms and conditions upon
	which, such election may be made;
	 
	 	     
	(14)  whether Securities of the series are to be issuable
	as Registered Securities, Bearer Securities or both, whether any
	Securities of the series are to be issuable initially in
	temporary global form and whether any Securities of the series
	are to be issuable in permanent global form with or without
	coupons and, if so, whether beneficial owners of interests in
	any such permanent global Security may exchange such interests
	for Securities of such series and of like tenor of any
	authorized form and denomination and the circumstances under
	which any such exchanges may occur, if other than in the manner
	provided in Section 3.05;
	 
	 	     
	(15)  the Person to whom any interest on any Registered
	Security of the series shall be payable, if other than the
	Person in whose name that Security (or one or more Predecessor
	Securities) is registered at the close of business on the
	Regular Record Date for such interest, the manner in which, or
	the Person to whom, any interest on any Bearer Security of the
	series shall be payable, if otherwise than upon presentation and
	surrender of the coupons appertaining thereto as they severally
	mature, and the extent to which, or the manner in which, any
	interest payable on a temporary global Security on an Interest
	Payment Date will be paid if other than in the manner provided
	in Section 3.04; and
	 
	 	     
	(16)  any other terms, conditions, rights and preferences
	(or limitations on such rights and preferences) relating to any
	Securities of the series (which terms shall not be inconsistent
	with the provisions of this Indenture).




     
All Securities of any one series and the coupons appertaining to
any Bearer Securities of such series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to such Board Resolution and (subject
to Section 3.03) 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 Officer’s Certificate set forth above 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. All Securities shall
be issuable in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such
provisions, the Registered Securities, other than Registered
Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and
any integral multiple thereof and the Bearer Securities, other
than Bearer Securities issued in global form (which may be of
any denomination) shall be issuable in a denomination of $5,000.







     
SECTION 3.03.  Execution, Authentication, Delivery and
Dating. The Securities and any coupons appertaining thereto
shall be signed on behalf of the Company by its Chairman of the
Board of Directors, its President, any Executive Vice President
or any Vice President, and the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary 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 and coupons bearing the manual or facsimile
signatures of individuals who were at the time they signed such
Securities or coupons 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 or coupons.









 15



     
At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities
of any series, together with any coupons appertaining thereto,
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; provided, however, that, in connection
with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States; and
provided, further, that a Bearer Security may be
delivered in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in
Exhibit E.1 to this Indenture, dated no earlier than
15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary
Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section and
Section 3.04, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance
of such beneficial owner’s interest in such permanent
global Security. Except as permitted by Section 3.06, the
Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have
been detached and cancelled. 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.


     
If the forms or terms of Securities of any series and any
related coupons have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 2.01 and
3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:



		
	 	     
	(a)  that the form or forms and terms of such Securities
	and any coupons 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, together with any coupons appertaining thereto,
	when completed by appropriate insertions and executed and
	delivered by the Company 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 any coupons;
	and
	 
	 	     
	(c)  that all laws and requirements in respect of the
	execution and delivery by the Company of such Securities and any
	coupons have been complied with.




     
Notwithstanding the provisions of Section 3.01 and of the
preceding two paragraphs, if not all the Securities of any
series are to be issued at one time, it shall not be necessary
to deliver the Officer’s Certificate otherwise required
pursuant to Section 3.01 or the Company Order and Opinion
of Counsel otherwise required pursuant to the preceding two
paragraphs prior to or at the time of issuance of each Security,
but such documents shall be delivered prior to or at the time of
issuance of the first Security of such series.









 16



     
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 Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of
the date specified as contemplated by Section 3.01.


     
No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or Security to which such coupon
appertains 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. Notwithstanding the
foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 together with a
written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this
Indenture.


     
SECTION 3.04.  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, in registered form or, if authorized, in bearer form
with one or more coupons or without coupons, 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.
In the case of Securities of any series, such temporary
Securities may be in global form.


     
Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with the provisions of the
following paragraphs), 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 (accompanied by any
unmatured coupons appertaining thereto) 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;
provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions
set forth in Section 3.03.







     
If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise
provided therein, be delivered to the London office of a
depositary or common depositary (the “Common
Depositary”), for the benefit of Euroclear and Clearstream
Luxembourg, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts
as they may direct).







     
Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any
such temporary global Security (the “Exchange Date”),
the Company shall deliver to the Trustee definitive Securities,
in aggregate principal amount equal to the principal amount of
such temporary global Security, executed by the Company. On or
after the Exchange Date such temporary global Security shall be
surrendered by









 17









the Common Depositary to the Trustee, as the Company’s
agent for such purpose, to be exchanged, in whole or from time
to time in part, for definitive Securities without charge and
the Trustee shall authenticate and deliver, in exchange for each
portion of such temporary global Security, an equal aggregate
principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary
global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated
by Section 3.01, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied
by a certificate dated the Exchange Date or a subsequent date
and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and
signed by Clearstream Luxembourg as to the portion of such
temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit E.2 to
this Indenture; and provided, further, that
definitive Bearer Securities shall be delivered in exchange for
a portion of a temporary global Security only in compliance with
the requirements of Section 3.03.












     
Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in
a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or
Clearstream Luxembourg, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or Clearstream
Luxembourg, as the case may be, a certificate in the form set
forth in Exhibit E.1 to this Indenture, dated no earlier
than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and
Clearstream Luxembourg, any authenticating agent appointed for
such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners
of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in
person at the offices of Euroclear or Clearstream Luxembourg
Definitive Securities in bearer form to be delivered in exchange
for any portion of a temporary global Security shall be
delivered only outside the United States.












     
Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities
of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as
contemplated by Section 3.01, interest payable on a
temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear and Clearstream
Luxembourg on such Interest Payment Date to the Trustee of a
certificate or certificates in the form set forth in
Exhibit E.2 to this Indenture, for credit without further
interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners
of such temporary global Security on such Interest Payment Date
and who have each delivered to Euroclear or Clearstream
Luxembourg, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring
prior to such Exchange Date in the form set forth in
Exhibit E.1 to this Indenture. Notwithstanding anything to
the contrary herein contained, the certifications made pursuant
to this paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 3.04 and of
the third paragraph of Section 3.03 of this Indenture and
the interests of the Persons who are the beneficial owners in
the temporary global Security with respect to which such
certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the
Exchange Date or the date of certification and if such date
occurs after the Exchange Date, without further act or deed by
such beneficial owners. Except as














 18









otherwise provided in this paragraph, no payments of principal
or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such
interest in such temporary global Security shall have been
exchanged for an interest in a definitive Security. Any interest
so received by Euroclear and Clearstream Luxembourg and not paid
as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in
order to be repaid to the Company in accordance with
Section 4.04.







     
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
provide for the registration of Registered Securities and
transfers of Registered Securities. The Trustee is hereby
appointed “Security Registrar” for the purpose of
registering Registered Securities and transfers of Registered
Securities as herein provided.


     
Upon surrender for registration of transfer of any Registered
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 Registered
Securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor.


     
At the option of the Holder, Registered Securities may be
exchanged for other Registered Securities of the same series, of
any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Registered Securities to
be exchanged at such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is
entitled to receive. Bearer Securities may not be issued in
exchange for Registered Securities.


     
If (but only if) permitted by the applicable Board Resolution
and (subject to Section 3.03) set forth in the applicable
Officers’ Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 3.01, at the
option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided,
however, that, except as otherwise provided in
Section 10.02, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at
an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series
and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as
the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or









 19




proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


     
Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is
entitled to receive.


     
Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent global Security
shall be exchangeable only as provided in this paragraph. If any
beneficial owner of an interest in a permanent global Security
is entitled to exchange such interest for Securities of such
series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated
by Section 3.01 and provided that any applicable notice
provided in the permanent global Security shall have been given,
then without unnecessary delay but in any event not later than
the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities
in aggregate principal amount equal to the principal amount of
such beneficial owner’s interest in such permanent global
Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such permanent
global Security shall be surrendered by the Common Depositary or
such other depositary or Common Depositary as shall be specified
in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without
charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such permanent global Security, an
equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the
portion of such permanent global Security to be exchanged which,
unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as
contemplated by Section 3.01, shall be in the form of
Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof;
provided, however, that no such exchanges may
occur during a period beginning at the opening of business
15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for
redemption; and provided, further, that no Bearer
Security delivered in exchange for a portion of a permanent
global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is
issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on
the relevant Interest Payment Date, or (ii) any Special
Record Date and the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the
provisions of this Indenture.


     
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 Registered 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.









 20



     
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 if such Securities may be
among those selected for redemption during a period beginning at
the opening of business 15 days before the day of the
selection for redemption of such Securities under
Section 11.03 and ending at the close of business on
(A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as
Bearer Securities, the day of the first publication of the
relevant notice of redemption or, if Securities are also
issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange of any
Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being
redeemed in part, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security
may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall
be simultaneously surrendered for redemption, or (iv) 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 or a Security with a
mutilated coupon appertaining to it 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, with coupons
corresponding to the coupons, if any, appertaining to the
surrendered Security, or, in case any such mutilated Security or
coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any,
appertaining to the surrendered Security, pay such Security or
coupon.


     
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 or coupon 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 or
coupon 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 or in exchange for the Security for which a
destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding
with coupons corresponding to the coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost of stolen coupon appertains, or, in
case any such destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which
such destroyed, lost or stolen coupon appertains, pay such
Security or coupon.


     
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 with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost
or stolen Security or in exchange for a Security to which a
destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the









 21




destroyed, lost or stolen coupon 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 and their coupons, if any, 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 or coupons.


     
SECTION 3.07.  Payment of Interest on Registered
Securities; Interest Rights Preserved. Unless otherwise
provided as contemplated by Section 3.01, interest on any
Registered 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 Registered 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.


     
Any interest on any Registered 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 Registered Securities
	of such series (or their respective Predecessor Securities) are
	registered at the close of business on a Special Record Date for
	the payment of such Defaulted Interest, which shall be fixed in
	the following manner. The Company shall notify the Trustee in
	writing of the amount of Defaulted Interest proposed to be paid
	on each Registered 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
	Registered 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 Registered 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 Registered 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.











 22



     
Subject to the foregoing provisions of this Section and
Section 3.05, 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 Registered 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
Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of
principal of (and premium, if any, on) and (subject to
Sections 3.05 and 3.07) interest on such Security and for
all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.


     
Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any
agent of the Company or the Trustee may treat the bearer of any
Bearer Security and the bearer of any coupon as the absolute
owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupons 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.


     
None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


     
SECTION 3.09.  Cancellation. All Securities and
coupons 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. All Securities and coupons so delivered to the
Trustee shall be promptly cancelled by it. The Company may at
any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered, shall be promptly
cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities and coupons held by the
Trustee shall be destroyed by it and 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,
interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.








ARTICLE FOUR




Satisfaction and Discharge


     
SECTION 4.01.  Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein
expressly provided for, and any right to receive additional
amounts, as provided in Section 10.07), and the Trustee, at
the expense of the









 23




Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when



		
	 	     
	(1)  either





		
	 	     
	(A)  all Securities theretofore authenticated and delivered
	and all coupons, if any, appertaining thereto (other than
	(i) coupons appertaining to Bearer Securities surrendered
	for exchange for Registered Securities and maturing after such
	exchange, whose surrender is not required or has been waived as
	provided in Section 3.05, (ii) Securities and coupons
	which have been destroyed, lost or stolen and which have been
	replaced or paid as provided in Section 3.06,
	(iii) coupons appertaining to Securities called for
	redemption and maturing after the relevant Redemption Date,
	whose surrender has been waived as provided in
	Section 11.06, and (iv) Securities and coupons for
	whose payment money has theretofore been deposited with the
	Trustee or any Paying Agent and thereafter repaid to the
	Company, as provided in Section 4.04) have been delivered
	to the Trustee for cancellation; or
	 
	 	     
	(B)  all such Securities and, in the case of (i) or (ii)
	below, any coupons appertaining thereto not theretofore
	delivered to the Trustee for cancellation





		
	 	     
	(i)  have become due and payable, or
	 
	 	     
	(ii)  will become due and payable at their Stated Maturity
	within one year, or
	 
	 	     
	(iii)  are to be called for redemption within one year
	under arrangements satisfactory to the Trustee for the giving of
	notice of redemption by the Trustee in the name, and at the
	expense, of the Company,





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





		
	 	     
	(2)  the Company has paid or caused to be paid all other
	sums payable hereunder by the Company; and
	 
	 	     
	(3)  the Company has delivered to the Trustee an
	Officers’ Certificate and an Opinion of Counsel, each
	stating that all conditions precedent herein provided for
	relating to the satisfaction and discharge of this Indenture
	have been complied with.





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


     
Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 6.07 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under
Section 4.02 and Section 4.04 shall survive.


     
SECTION 4.02.  Application of Trust Money.
Subject to the provisions of Section 4.04, all money
deposited with the Trustee pursuant to Section 4.01 shall
be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to
the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment
such money has been deposited with the









 24




Trustee; but such money need not be segregated from other funds
except to the extent required by law.


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


     
SECTION 4.04.  Repayment of Moneys Held by
Trustee. Any moneys deposited with the Trustee or any Paying
Agent for the payment of the principal of (or premium, if any,
on) or interest 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 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 Registered 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):



		
	 	     
	(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 with respect to any
	Security of that series (other than a covenant or warranty a
	default in whose performance or whose breach is elsewhere in
	this Section specifically dealt with), and continuance of such
	default or breach for a period of 90 days after there has
	been given, by registered or certified mail, to the Company by
	the Trustee or to the Company and the Trustee by the Holders of
	at least 25% in principal amount of the Outstanding Securities
	of that series a written notice specifying such default or
	breach and requiring it to be remedied and stating that such
	notice is a “Notice of Default” hereunder; or
	 
	 	     
	(5)  the entry by a court having jurisdiction in the
	premises of (A) a decree or order for relief in respect of
	the Company in an involuntary case or proceeding under the
	National Bankruptcy Act or any other similar Federal or State
	law or (B) a decree or order adjudging the Company a
	bankrupt or insolvent, or approving as properly filed a petition
	seeking reorganization, arrangement, adjustment or composition
	of or in respect of the Company











 25




		
	 	
	under any applicable Federal or State law, or appointing a
	custodian, receiver, liquidator, assignee, trustee, sequestrator
	or other similar official of the Company or of any substantial
	part of its property, or ordering the winding up or liquidation
	of its affairs, and the continuance of any such decree or order
	for relief or any such other decree or order unstayed and in
	effect for a period of 90 consecutive days; or
	 
	 	     
	(6)  the commencement by the Company of a voluntary case or
	proceeding under the National Bankruptcy Act or any other
	similar Federal or State law or of any other case or proceeding
	to be adjudicated a bankrupt or insolvent, or the consent by it
	to the entry of a decree or order for relief in respect of the
	Company in an involuntary case or proceeding under the National
	Bankruptcy Act or any other similar Federal or State law or to
	the commencement of any bankruptcy or insolvency case or
	proceeding against it, or the filing by it of a petition or
	answer or consent seeking reorganization or relief under any
	applicable Federal or State law, or the consent by it to the
	filing of such petition or to the appointment of or taking
	possession by a custodian, receiver, liquidator, assignee,
	trustee, sequestrator or similar official of the Company or of
	any substantial part of its property, or the making by it of an
	assignment for the benefit of creditors, or the admission by it
	in writing of its inability to pay its debts generally as they
	become due; or
	 
	 	     
	(7)  any other Event of Default provided with respect to
	Securities of that series.




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


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



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





		
	 	     
	(A)  all overdue interest on all Securities of that series,
	 
	 	     
	(B)  the principal of (and premium, if any, on) and any
	sinking fund payments with respect to any Securities of that
	series which have become due otherwise than by such declaration
	of acceleration and interest thereon at the rate or rates
	prescribed therefor in such Securities,
	 
	 	     
	(C)  to the extent that payment of such interest is
	enforceable under applicable law, interest upon overdue interest
	to the date of such payment or deposit at the rate or rates
	prescribed therefor in such Securities or, if no such 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;











 26



     
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
instalment 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, and such default shall have
continued for a period of five business days — 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
and coupons, the whole amount that then shall have become due
and payable on all such Securities and coupons for principal
(and premium, if any) or interest, 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 instalments 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.


     
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 and any related coupons 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 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;











 27




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 to
the Trustee under Section 6.07.


     
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 coupons 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, the Securities or coupons may be
prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons 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 and coupons in respect of which such judgment has
been recovered.


     
SECTION 5.06.  Application of Money Collected. Any
money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon
presentation of the Securities or coupons, or both, as the case
may be, 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 6.07;
	 
	 	     
	SECOND:  To the payment of the amounts then due and unpaid
	for principal of (and premium, if any, on) and interest on the
	Securities and coupons in respect of which or for the benefit of
	which such money has been collected, ratably, without preference
	or priority of any kind, according to the amounts due and
	payable on such Securities and coupons for principal (and
	premium, if any) and interest, 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 any related coupons shall have any
right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless



		
	 	     
	(1)  such Holder shall have previously given written notice
	to the Trustee of a continuing Event of Default with respect to
	the Securities of that series;
	 
	 	     
	(2)  the Holders of not less than 25% in principal amount
	of the Outstanding Securities of that series have made written
	request to the Trustee to institute proceedings in respect of
	such Event of Default in its own name as Trustee hereunder;
	 
	 	     
	(3)  such Holder or Holders shall have offered to the
	Trustee reasonable indemnity as it may require against the
	costs, expenses and liabilities to be incurred in compliance
	with such request;
	 
	 	     
	(4)  the Trustee for 90 days after its receipt of such
	notice, request and offer of indemnity shall have failed to
	institute any such proceeding; and











 28




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





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


     
SECTION 5.08.  Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security or
coupon 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
on such Security or payment of such coupon on the Stated
Maturity or Maturities expressed in such Security or coupon (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 of
Securities and coupons 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 or
coupons in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


     
SECTION 5.11.  Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any
Security or coupon 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 of Securities
or coupons may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.


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



		
	 	     
	(1)  such direction shall not be in conflict with any rule
	of law or with this Indenture,
	 
	 	     
	(2)  the Trustee may take any other action deemed proper by
	the Trustee which is not inconsistent with such direction,











 29




		
	 	     
	(3)  such direction is not unduly prejudicial to the rights
	of Holders of Securities or coupons not taking part in such
	direction, and
	 
	 	     
	(4)  such direction would not involve the Trustee in
	personal liability, as the Trustee, upon being advised by
	counsel, shall reasonably determine.




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



		
	 	     
	(1)  in the payment of the principal of (or premium, if
	any, on) or interest on any Security of such series, or
	 
	 	     
	(2)  in respect of a covenant or provision hereof which
	under Article Nine cannot be modified or amended without
	the consent of the Holder of each Outstanding Security of such
	series affected.




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


     
SECTION 5.14.  Undertaking for Costs. All parties to
this Indenture agree, and each Holder of any Security or coupon
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 of any Security or coupon for the
enforcement of the payment of the principal of (or premium, if
any, on) or interest on any Security or the payment of any
coupon on or after the Stated Maturity or Maturities expressed
in such Security or coupon (or, in the case of redemption, on or
after the Redemption Date).








ARTICLE SIX




The Trustee


     
SECTION 6.01.  Certain Duties and Responsibilities.


     
(a) Except during the continuance of an Event of Default,



		
	 	     
	(1)  the Trustee undertakes to perform such duties and only
	such duties as are specifically set forth in this Indenture, and
	no implied covenants or obligations shall be read into this
	Indenture against the Trustee; and
	 
	 	     
	(2)  in the absence of bad faith on its part, the Trustee
	may conclusively rely, as to the truth of the statements and the
	correctness of the opinions expressed therein, upon certificates
	or opinions furnished to the Trustee and conforming to the
	requirements of this Indenture; but in the case of any such
	certificates or opinions which by any provision hereof are
	specifically required to be furnished to the Trustee, the
	Trustee shall be under a duty to examine the same to determine
	whether or not they conform to the requirements of this
	Indenture.











 30



     
(b)  In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his
own affairs.


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



		
	 	     
	(1)  this Subsection shall not be construed to limit the
	effect of Subsection (a) of this Section;
	 
	 	     
	(2)  the Trustee shall not be liable for any error of
	judgment made in good faith by a Responsible Officer, unless it
	shall be proved that the Trustee was negligent in ascertaining
	the pertinent facts;
	 
	 	     
	(3)  the Trustee shall not be liable with respect to any
	action taken or omitted to be taken by it in good faith in
	accordance with the direction of the Holders of not less than a
	majority in principal amount of the Outstanding Securities of
	any series, determined as provided in Section 5.12,
	relating to the time, method and place of conducting any
	proceeding for any remedy available to the Trustee, or
	exercising any trust or power conferred upon the Trustee, under
	this Indenture with respect to the Securities of such series; and
	 
	 	     
	(4)  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.




     
(d)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.


     
SECTION 6.02.  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 in the manner and to the extent provided in
Section 7.03(c), notice of such default hereunder known to
the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the
case of a default in the payment of the principal of (or
premium, if any, on) or interest 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 6.03.  Certain Rights of Trustee. 
Subject to the provisions of Section 6.01:



		
	 	     
	(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, coupon, 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 or as otherwise expressly provided











 31




		
	 	
	herein and any resolution of the Board of Directors 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 proved or
	established prior to taking, suffering or omitting any action
	hereunder, the Trustee (unless other evidence be herein
	specifically prescribed) may, in the absence of bad faith on its
	part, rely upon an 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 and in accordance therewith;
	 
	 	     
	(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 of Securities of
	any series or any related coupons pursuant to this Indenture,
	unless such Holder shall have offered to the Trustee reasonable
	security or indemnity against the costs, expenses and
	liabilities which might be incurred by it in compliance with
	such request or direction;
	 
	 	     
	(f)  except during the continuance of an Event of Default,
	the Trustee shall not be bound to make any investigation into
	the facts or matters stated in any resolution, certificate,
	statement, instrument, opinion, report, notice, request,
	direction, consent, order, bond, debenture, note, coupon, 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.




     
SECTION 6.04.  Trustee Not Responsible for Recitals in
Indenture or in Securities.  The recitals contained
herein and in the Securities, except the Trustees’
certificates of authentication, and in any coupons 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 or coupons, 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 and Qualification 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 6.05.  May Hold Securities.  The
Trustee, any Paying Agent, and 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 coupons and,
subject to Sections 6.09 and 6.12, 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 6.06.  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 form other funds except to the extent required
by law. The Trustee shall pay such interest on any moneys
received by it hereunder as it may agree with the Company to pay
thereon. So long as no Event of Default shall have occurred and
be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the receipt of a Company Order with
respect thereto.


     
SECTION 6.07.  Compensation and Reimbursement. 
The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable









 32




compensation 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 any 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 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 on
the Securities or any coupons.







     
SECTION 6.08.  Corporate Trustee Required;
Eligibility. There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under
the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $5,000,000, subject to supervision or examination by
Federal, State or District of Columbia authority. 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 6.10.












     
SECTION 6.9.  Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.












     
(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. If the instrument of acceptance by a
successor Trustee required by Section 6.10 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.














 33








     
(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 6.08 and shall fail to resign after written request
	therefor by the Company or by any such Holder, or
	


	 
	


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












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












     
(e)  If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office
of Trustee for any cause, with respect to the Securities of one
or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (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 6.11. 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 6.11, 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 6.11, 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.







     
(f)  The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with
respect to the Securities of any series in the manner provided
for notices to Holders of Securities in Section 16.03. Each
notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its
Corporate Trust Office.







     
SECTION 6.10.  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 6.07,
execute and deliver an instrument














 34




transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


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







     
SECTION 6.11.  Merger, Conversion, Consolidation or
Succession to Business. Any corporation into which the
Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself
authenticated such Securities; and in case at that time any of
the Securities shall not have been authenticated, 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.














 35








     
SECTION 6.12.  Preferential Collection of Claims Against
Company. (a) Subject to Subsection (b) of this
Section, if the Trustee shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the Company
within four months prior to a default, as defined in
Subsection (c) of this Section, or subsequent to such a
default, then, unless and until such default shall be cured, the
Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the Holders of the
Securities and coupons and the holders of other indenture
securities, as defined in Subsection (c) of this Section:








		
	


	 	     
	(1)  an amount equal to any and all reductions in the
	amount due and owing upon any claim as such creditor in respect
	of principal or interest, effected after the beginning of such
	four month period and valid as against the Company and its other
	creditors, except any such reduction resulting from the receipt
	or disposition of any property described in paragraph
	(2) of this Subsection, or from the exercise of any right
	of set-off which the Trustee could have exercised if a petition
	in bankruptcy had been filed by or against the Company upon the
	date of such default; and
	


	 
	 	     
	(2)  all property received by the Trustee in respect of any
	claims as such creditor, either as security therefor, or in
	satisfaction or composition thereof, or otherwise, after the
	beginning of such four months’ period, or an amount equal
	to the proceeds of any such property, if disposed of,
	subject, however, to the rights, if any, of the Company
	and its other creditors in such property or such proceeds.





Nothing herein contained, however, shall affect the right of the
Trustee:



		
	 	     
	(A)  to retain for its own account (i) payments made
	on account of any such claim by any Person (other than the
	Company) who is liable thereon, and (ii) the proceeds of
	the bona fide sale of any such claim by the Trustee to a third
	Person, and (iii) distributions made in cash, securities or
	other property in respect of claims filed against the Company in
	bankruptcy or receivership or in proceedings for reorganization
	pursuant to the National Bankruptcy Act or any other similar
	applicable Federal or State law;
	 
	 	     
	(B)  to realize, for its own account, upon any property
	held by it as security for any such claim, if such property was
	so held prior to the beginning of such four months’ period;
	 
	


	 	     
	(C)  to realize, for its own account, but only to the
	extent of the claim hereinafter mentioned, upon any property
	held by it as security for any such claim, if such claim was
	created after the beginning of such four months’ period and
	such property was received as security therefor, simultaneously
	with the creation thereof, and if the Trustee shall sustain the
	burden of proving that at the time such property was so received
	the Trustee had no reasonable cause to believe that a default,
	as defined in Subsection (c) of this Section, would occur
	within four months; or
	


	 
	 	     
	(D)  to receive payment on any claim referred to in
	paragraph (B) or (C), against the release of any
	property held as security for such claim as provided in
	paragraph (B) or (C), as the case may be, to the
	extent of the fair value of such property.




     
For the purposes of paragraphs (B), (C) and (D),
property substituted after the beginning of such four
months’ period for property held as security at the time of
such substitution shall, to the extent of the fair value of the
property released, have the same status as the property
released, and, to the extent that any claim referred to in any
of such paragraphs is created in renewal of or in substitution
for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the
same status as such pre-existing claim.


     
If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof
shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the
Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special
account









 36




and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceeding for reorganization
pursuant to the National Bankruptcy Act or any other similar
applicable Federal or State law, the same percentage of their
respective claims, figured before crediting to the claim of the
Trustee anything on account of receipt by it from the Company of
the funds and property in such special account, and before
crediting to the respective claims of the Trustee, the Holders
and the holders of other indenture securities dividends on
claims filed against the Company in bankruptcy or receivership
or in proceedings for reorganization pursuant to the National
Bankruptcy Act or any other similar applicable Federal or State
law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and
property so held in such special account. As used in this
paragraph, with respect to any claim, the term
“dividends” shall include any distribution with
respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the National
Bankruptcy Act or any other similar applicable Federal or State
law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court
in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to
apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, the Holders and the
holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other
property held in such special account or as security for any
such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of
such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.


     
Any Trustee which has resigned or been removed after the
beginning of such four months’ period shall be subject to
the provisions of this Subsection as though such resignation or
removal had not occurred. If any Trustee has resigned or been
removed prior to the beginning of such four months’ period,
it shall be subject to the provisions of this Subsection if and
only if the following conditions exist:



		
	 	     
	(i)  the receipt of property or reduction of claim which
	would have given rise to the obligation to account, if such
	Trustee had continued as Trustee, occurred after the beginning
	of such four months’ period; and
	 
	 	     
	(ii)  such receipt of property or reduction of claim
	occurred within four months after such resignation or removal.




     
(b)  There shall be excluded from the operation of
Subsection (a) of this Section a creditor relationship
arising from:



		
	 	     
	(1)  the ownership or acquisition of securities issued
	under any indenture, or any security or securities having a
	maturity of one year or more at the time of acquisition by the
	Trustee;
	 
	 	     
	(2)  advances authorized by a receivership or bankruptcy
	court of competent jurisdiction or by this Indenture, for the
	purpose of preserving any property which shall at any time be
	subject to the lien of this Indenture or of discharging tax
	liens or other prior liens or encumbrances thereon, if notice of
	such advances and of the circumstances surrounding the making
	thereof is given to the Holders at the time and in the manner
	provided in Section 7.03 of this Indenture;
	 
	 	     
	(3)  disbursements made in the ordinary course of business
	in the capacity of trustee under an indenture, transfer agent,
	registrar, custodian, paying agent, fiscal agent or depositary,
	or other similar capacity;











 37




		
	 	     
	(4)  an indebtedness created as a result of services
	rendered or premises rented; or an indebtedness created as a
	result of goods or securities sold in a cash transaction, as
	defined in Subsection (c) of this Section;
	 
	 	     
	(5)  the ownership of stock or of other securities of a
	corporation organized under the provisions of Section 25(a)
	of the Federal Reserve Act, as amended, which is directly or
	indirectly a creditor of the Company; or
	 
	 	     
	(6)  the acquisition, ownership, acceptance or negotiation
	of any drafts, bills of exchange, acceptances or obligations
	which fall within the classification of self-liquidating paper,
	as defined in Subsection (c) of this Section.




     
(c)  For the purposes of this Section only:



		
	 	     
	(1)  the term “default” shall mean any failure to
	make payment in full of the principal of or interest on any of
	the Securities or upon the other indenture securities when and
	as such principal or interest becomes due and payable;
	 
	 	     
	(2)  the term “other indenture securities” shall
	mean securities upon which the Company is an obligor (as defined
	in the Trust Indenture Act of 1939) outstanding under any other
	indenture (i) under which the Trustee is also trustee,
	(ii) which contains provisions substantially similar to the
	provisions of this Section, and (iii) under which a default
	exists at the time of the apportionment of the funds and
	property held in such special account;
	 
	 	     
	(3)  the term “cash transaction” shall mean any
	transaction in which full payment for goods or securities sold
	is made within seven days after delivery of the goods or
	securities in currency or in checks or other orders drawn upon
	banks or bankers and payable upon demand;
	 
	 	     
	(4)  the term “self-liquidating paper” shall mean
	any draft, bill of exchange, acceptance or obligation which is
	made, drawn, negotiated or incurred by the Company for the
	purpose of financing the purchase, processing, manufacturing,
	shipment, storage or sale of goods, wares or merchandise and
	which is secured by documents evidencing title to, possession
	of, or a lien upon, the goods, wares or merchandise or the
	receivables or proceeds arising from the sale of the goods,
	wares or merchandise previously constituting the security,
	provided the security is received by the Trustee simultaneously
	with the creation of the creditor relationship with the Company
	arising from the making, drawing, negotiating or incurring of
	the draft, bill of exchange, acceptance or obligation; and
	 
	 	     
	(5)  the term “Company” shall mean any obligor
	upon the Securities.










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
               ,
 and on or before
                1
 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
           1
 and required by TIA Section 313(a).














 38








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








		
	


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


	 
	


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

















ARTICLE EIGHT









Consolidation, Merger, Sale or Conveyance


     
SECTION 8.01.  Consolidations and Mergers of Company and
Conveyances Permitted Subject to Certain Conditions. The
Company may consolidate with, or sell or convey all or
substantially all its assets to, or merge with or into any other
corporation; provided, however, that in any such case,
(i) the successor corporation shall be a corporation
organized and existing under the laws of the United States of
America or a State thereof and such corporation shall expressly
assume the due and punctual payment of the principal of and
interest (including all additional amounts, if any, payable
pursuant to Section 10.07) on all the Securities, according
to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture
to be performed by the Company, by an indenture supplemental
hereto satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (ii) such successor
corporation shall not, immediately after such merger or
consolidation or such sale or conveyance, be in default in the
performance of any such covenant or condition.


     
SECTION 8.02.  Rights and Duties of Successor
Corporation. In case of any such consolidation, merger, sale
or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had
been named here as the party of the first part, and the
predecessor corporation shall be relieved of any further
obligation under this Indenture and the Securities and coupons.
Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company,
any or all of the Securities issuable hereunder, together with
any coupons appertaining thereto, 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, together with any
coupons appertaining thereto, which previously shall have been
signed and delivered by the officers of the Company to the
Trustee for authentication, and any Securities, together with
any coupons appertaining thereto, which such successor
corporation









 39




thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All the Securities, together with any coupons
appertaining thereto, so issued shall in all respects have the
same legal rank and benefit under this Indenture as the
Securities and coupons theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of
such Securities and coupons had been issued at the date of the
execution hereof.


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







     
SECTION 8.03.  Securities To Be Secured in Certain
Events. If, upon any such consolidation or merger of the
Company with or into any other corporation, or upon any sale or
conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation, any asset
of the Company or of a Restricted Subsidiary would thereupon
become subject to any Mortgage (as defined in
Section 10.04), unless the Company could create such
Mortgage pursuant to Section 10.04 without equally and
ratably securing the Securities, the Company, prior to or at the
time of such consolidation, merger, sale or conveyance, will
cause the Securities to be secured equally and ratably with (or
prior to) the indebtedness or obligation secured by such
Mortgage.







     
SECTION 8.04.  Officers’ Certificate and Opinion of
Counsel. The Trustee, subject to the provisions of
Sections 6.01 and 6.03, may receive an Officers’
Certificate and an opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale or conveyance, and any
such assumption, complies with the provisions of this
Article Eight.








ARTICLE NINE




Supplemental Indentures







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








		
	 	     
	(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 provide that Bearer Securities may be registrable
	as to principal, to change or eliminate any restrictions on the
	payment of principal of or any premium or interest on Bearer
	Securities, to permit Bearer











 40




		
	 	
	Securities to be issued in exchange for Registered Securities,
	to permit Bearer Securities to be issued in exchange for Bearer
	Securities of other authorized denominations or to permit or
	facilitate the issuance of Securities in uncertificated form,
	provided that any such action shall not adversely affect
	the interests of the Holders of Securities of any series or any
	related coupons in any material respect;
	 
	 	     
	(5)  to change or eliminate any of the provisions of this
	Indenture, provided that any such change or elimination shall
	become effective only when there is no Outstanding Security of
	any series created prior to the execution of such supplemental
	indenture which is entitled to the benefit of such provision;
	 
	 	     
	(6)  to secure the Securities pursuant to the requirements
	of Section 8.03 or 10.04 or otherwise;
	 
	


	 	     
	(7)  to establish the form or terms of Securities of any
	series and any related coupons 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 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 6.11(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 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 or coupons, notwithstanding any of the provisions of
Section 9.02.


     
SECTION 9.02.  Supplemental Indentures with Consent of
Holders. With the consent of the Holders of not less than
66 2/3% in principal amount of the Outstanding Securities
of any series (voting as a series) affected by such supplemental
indenture, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as
in force at the date of execution thereof) for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights
of the Holders of Securities of such series and any related
coupons under this Indenture; provided, however, that no
such supplemental indenture shall (i) extend the Stated
Maturity of the principal of (or premium, if any, on), or any
instalment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest
thereon, or change any obligation of the Company to pay
additional amounts pursuant to Section 10.07 (except as
contemplated by Section 8.01(i) and permitted by
Section 9.01(1), or reduce the amount of principal of an
Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof, or
change the coin or currency in which any Security or any premium
or any interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the
Redemption Date or Repayment Date, as the case may be), without
the consent of the









 41




Holder of each Outstanding Security so affected, or
(ii) reduce the aforesaid percentage in principal amount of
the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, without
the consent of the Holders of all the outstanding Securities of
such series.


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


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


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







     
SECTION 9.03.  Execution of Supplemental
Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) 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 authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.








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 on the Securities of that
series in accordance with the terms of the Securities, any
coupons appertaining thereto, and this Indenture. Each
instalment of interest on any Registered 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









 42









entitled thereto pursuant to Section 3.07, to the address
of such Person as it appears 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 Registered
Security or other person entitled thereto against surrender of
such Security. Unless otherwise specified as contemplated by
Section 3.01 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several
coupons for such interest instalments as are evidenced thereby
as they severally mature.












     
SECTION 10.02.  Maintenance of Office or Agency. 
If Securities of a series are issuable only as Registered
Securities, 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. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of
Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that
series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where
notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may
be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise),
(B) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series which is located outside
the United States, an office or agency where Securities of that
series and related coupons may be presented and surrendered for
payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 10.07);
provided, however, that if the Securities of that series
are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in Luxembourg or any
other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed
on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that
series located outside the United States an office or agency
where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices
and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company
will give 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, presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Bearer
Securities of that series pursuant to Section 10.07) at
Manufacturers Hanover Limited in London, and the Company hereby
appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.







     
No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company
in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a
bank located in the United States; provided, however,
that, if the Securities of a series are payable in Dollars,
payment of principal of and any premium and interest on any
Bearer Security (including any additional amounts payable on
Securities of such series pursuant to Section 10.07) shall
be made at the office of the Company’s Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal,
premium, interest or additional amounts, as the case may be, at
all offices or agencies outside the United States maintained for
the









 43




purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other
similar restrictions.


     
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 accordance with the requirements
set forth above for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and
the Trustee will give notice to the Holders 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 on any of the Securities of
that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal
(or premium, if any) or interest so becoming due. The Company
will promptly notify the Trustee of any failure by the Company
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 on any
Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (or premium, if any) or interest
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 Person as 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.


     
SECTION 10.04.  Limitation on Liens.  Except as
hereinbelow in this Section provided, the Company will not at
any time, and will not permit any Restricted Subsidiary at any
time to, pledge or otherwise subject to any lien (any such
pledge or lien being hereinafter in the Section called a
“Mortgage”) any of its property or assets without
thereupon expressly securing the due and punctual payment of the
principal of (and premium, if any, on) and the interest on the
Securities equally and ratably with (or prior to) any and all
other obligations and indebtedness secured by









 44




such Mortgage, so long as any such other obligations and
indebtedness shall be so secured, and the Company covenants that
if and when any such Mortgage is created, the Securities will be
so secured thereby; provided, however, that this
limitation shall not apply to Mortgages securing indebtedness
the aggregate amount of which at any one time outstanding shall
not exceed $5,000,000; and, provided, further,
that this limitation shall not apply to:



		
	 	     
	(a)  Mortgages securing indebtedness incurred by the
	Company or any Restricted Subsidiary in connection with the
	exporting of goods to or between, or the marketing thereof in,
	countries outside the United States of America, in connection
	with which the Company or such Restricted Subsidiary shall have
	the right, in accordance with customary and established banking
	practice, to deposit, or otherwise subject to a lien, cash,
	securities or receivables, for the purpose of securing banking
	accommodations or as the basis for the issuance of bankers’
	acceptances or in aid of other similar borrowing arrangements;
	 
	 	     
	(b)  Mortgages on accounts receivable payable in foreign
	currencies securing indebtedness incurred and payable outside
	the United States of America;
	 
	 	     
	(c)  Mortgages in favor of the Company or any Restricted
	Subsidiary;
	 
	 	     
	(d)  Mortgages in favor of any governmental body to secure
	progress, advance or other payments pursuant to any contract or
	provision of any statute or deposits with any governmental body
	required by statute or regulation in connection with the conduct
	of the business of the Company or any Restricted Subsidiary;
	 
	 	     
	(e)  deposits of assets of the Company or any Restricted
	Subsidiary with any surety company or clerk of any court, or in
	escrow, as collateral in connection with, or in lieu of, any
	bond on appeal by the Company or any Restricted Subsidiary from
	any judgment or decree against it, or in connection with other
	proceedings in actions at law or in equity by or against the
	Company or any Restricted Subsidiary;
	 
	 	     
	(f)  Mortgages on any property, tangible or intangible,
	real or personal, existing at the time of acquisition of such
	property (including acquisition through merger or consolidation)
	or to secure the payment of all or any part of the purchase
	price thereof or to secure any indebtedness incurred prior to,
	at the time of, or within 60 days after, the acquisition
	thereof for the purpose of financing all or any part of the
	purchase price thereof; and
	 
	 	     
	(g)  any extension, renewal or replacement (or successive
	extensions, renewals or replacements), as a whole or in part, of
	any Mortgage or Mortgages referred to in the foregoing
	subsections (a) to (f) inclusive; provided,
	however, that such extension, renewal or replacement
	Mortgage shall be limited to all or a part of the same property
	that secured the Mortgage or Mortgages extended, renewed or
	replaced (plus improvements on such property).




     
SECTION 10.05.  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, an
Officers’ Certificate stating, as to each officer signing
such certificate, whether or not to the best of his knowledge
the Company is in default in the performance and observance of
any of the terms, provisions and conditions hereof, and, if the
Company shall be in default, specifying all such defaults and
the nature thereof of which he may have knowledge.


     
SECTION 10.06.  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.


     
SECTION 10.07.  Additional Amounts.  If the
Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional
amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or
any premium or interest on,









 45









or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts
provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and
express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where
such express mention is not made.







     
If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal
and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth
in the below-mentioned Officers’ Certificate, the Company
will furnish the Trustee and the Company’s principal Paying
Agent or Paying Agents, if other than the Trustee, with an
Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of that series
shall be made to Holders of Securities of that series or any
related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series.
If any such withholding shall be required, then such
Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders
of Securities or coupons and the Company will pay to the Trustee
or such Paying Agent the additional amounts required by this
Section. In the event that the Trustee or any Paying Agent, as
the case may be, shall not so receive the above-mentioned
certificate, then the Trustee or such Paying Agent shall be
entitled to (i) assume that no such withholding or
deduction is required with respect to any payment of principal
or interest with respect to any Securities of a series until it
shall have received a certificate advising otherwise and
(ii) to make all payments of principal and interest with
respect to the Securities of a series without withholding or
deductions until otherwise advised. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising
out of or in connection with actions taken or omitted by any of
them in reliance on any Officers’ Certificate furnished
pursuant to this Section.


     
SECTION 10.08.  Purchase of Securities by Company or
Subsidiary.  If and so long as the Securities of a
series are listed on the Stock Exchange of the United Kingdom
and the Republic of Ireland and such stock exchange shall so
require, the Company will not, and will not permit any of its
Subsidiaries to, purchase any Securities of that series by
private treaty at a price (exclusive of expenses and accrued
interest) which exceeds 120% of the mean of the nominal
quotations of the Securities of that series as shown in the
Stock Exchange Daily Official List for the last trading day
preceding the date of purchase.









 46









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 (i) prior to the
expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, or
(ii) pursuant to an election of the Company that is subject
to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or
condition.







     
SECTION 11.03.  Selection by Trustee of Securities To Be
Redeemed. If less than all the Securities of any series are
to be redeemed, the particular Securities to be redeemed shall
be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such method as
may be specified by the terms of such Securities or, if no such
method is so specified, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for
redemption of portions of the principal amount of Registered
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 in the manner provided in
Section 16.03 to the Holders of Securities to be redeemed
not less than 30 nor more than 60 days prior to the
Redemption Date.


     
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,











 47




		
	 	     
	(5)  the place or places where such Securities, together in
	the case of Bearer Securities with all coupons appertaining
	thereto, if any, maturing after the Redemption Date, 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.




     
Any notice of redemption published as contemplated by
Section 16.03 need not identify particular Registered
Securities to be redeemed.


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


     
SECTION 11.06.  Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in
accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date;
provided, however, that instalments of interest on Bearer
Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided
in Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of coupons for such interest, and provided,
further, that, unless otherwise specified as contemplated by
Section 3.01, instalments of interest on Registered
Securities 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 Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the
Redemption Date, such Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all
such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and
surrender of those coupons.


     
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
Registered 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








 48




and deliver to the Holder of such Security without service
charge, a new Registered Security or Securities of the same
series, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so
surrendered.








ARTICLE TWELVE




Repayment at Option of Holders


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







     
SECTION 12.02.  Repayment of Securities. Securities
of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in
the terms of such Securities, be repaid at a price equal to the
principal amount thereof, together with interest thereon accrued
to the Repayment Date specified in the terms of such Securities.
The Company covenants that on or before the Repayment Date it
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 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 or 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
the minimum denomination for Securities of such series, 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.


     
If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the
Repayment Date, such Security may be paid after deducting from
the amount payable therefor as provided in Section 12.02 an
amount equal to the face amount of all such missing coupons, or
the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them
and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder
shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the
United States (except as otherwise provided in
Section 10.02) and, unless otherwise









 49




specified as contemplated by Section 3.01, only upon
presentation and surrender of those coupons.


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


     
SECTION 12.05.  Securities Repaid in Part. Upon
surrender of any Registered 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
Registered 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 together in the case of any
Bearer Securities of such series with all unmatured coupons
appertaining thereto, and (2) receive credit for Securities
of a series which have been previously delivered to the Trustee
by the Company or for Securities of a series which have been
redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such
Securities, in each case, in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of the
same series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series, provided
that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


     
SECTION 13.03.  Redemption of Securities for Sinking
Fund. Not less than 60 days prior to each sinking fund
payment date for any series of Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by
delivering or crediting Securities of that series pursuant to
Section 13.02 (which Securities will, if not previously
delivered, accompany such certificate) and whether the Company
intends to exercise









 50




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 Section 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




Immunity of Incorporators, Stockholders, Officers,



Directors, and Employees



     
SECTION 14.01.  Exemption from Individual Liability.
No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security or coupon, or
for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer,
director or employee, as such, past, present or future, of the
Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
of 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 coupons 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 coupons 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 FIFTEEN




Meetings of Holders of Securities


     
SECTION 15.01. Purposes for Which Meetings May be Called.
If Securities of a series are issuable as Bearer Securities,
a meeting of Holders of Securities of such series may be called
at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of
Securities of such series.









 51



     
SECTION 15.02. Call, Notice and Place of Meetings.
(a) The Trustee may at any time call a meeting of
Holders of Securities of any series for any purpose specified in
Section 15.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London as
the Trustee shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner
provided in Section 16.03, not less than 21 nor more than
180 days prior to the date fixed for the meeting.


     
(b)  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount
of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 15.01, by
written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not
have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan,
The City of New York, or in London for such meeting and may call
such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.


     
SECTION 15.03.  Persons Entitled to Vote at
Meetings. To be entitled to vote at any meeting of Holders
of Securities of any series, a Person shall be (1) a Holder
of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of
such series by such Holder of Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


     
SECTION 15.04.  Quorum; Action. The Persons entitled
to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than
66 2/3% in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote 66 2/3% in
principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in
Subsection (a) of Section 15.02, except that such
notice need be given only once not less than five days prior to
the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall
constitute a quorum.


     
Except as limited by the proviso to Section 9.02 any
resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso
to Section 9.02, any resolution with respect to any consent or
waiver which this Indenture expressly provides may be given by
the Holders of not less than 66 2/3% in principal amount of
the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly convened and at which a
quorum is present as aforesaid only by the affirmative vote of
the Holders of 66 2/3% in principal









 52




amount of the Outstanding Securities of that series; and
provided, further, that, except as limited by the proviso
to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount
of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the
outstanding Securities of that series.


     
Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with
this Section shall be binding on all the Holders of Securities
of such series and the related coupons, whether or not present
or represented at the meeting.


     
SECTION 15.05.  Determination of Voting Rights; Conduct
and Adjournment of Meetings. (a) Notwithstanding any
provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination or proxies,
certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved
in the manner specified in Section 1.04 and the appointment
of any proxy shall be proved in the manner specified in
Section 1.04 or by having the signature of the person
executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 1.04 to
certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.


     
(b)  The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of
Securities as provided in Subsection (b) of
Section 15.02, in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a
majority in principal amount of the Outstanding Securities of
such series represented at the meeting.


     
(c)  At any meeting each Holder of a Security of such
series or proxy shall be entitled to one vote for each $1,000
principal amount of the Outstanding Securities of such series
held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.


     
(d)  Any meeting of Holders of Securities of any series
duly called pursuant to Section 15.02 at which a quorum is
present may be adjourned from time to time by Persons entitled
to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


     
SECTION 15.06.  Counting Votes and Recording Action of
Meetings. The vote upon any resolution submitted to any
meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of
the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or
represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each
meeting of Holders of Securities of any Series shall be prepared
by









 53




the Secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was given
as provided in Section 15.02 and, if applicable,
Section 15.04. Each copy shall be signed and verified by
the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and
another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.








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 successors and assigns, whether so
expressed or not.


     
SECTION 16.02.  Acts of Board, Committee or Officer of
Successor Corporation Valid. Any act of 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: Ford Motor Credit
Company, The American Road, Dearborn, Michigan 48121,
Attention: Treasurer. Any notice, direction, request or demand
by the Company or by a Holder to or upon the Trustee may be
given or made, for all purposes, be being deposited postage
prepaid in a post office letter box in the United States
addressed to the Corporate Trust Office of the Trustee.







     
Any notice required or permitted to be mailed to a Holder of
Registered Securities 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 of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder of Registered
Securities shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given
as provided herein.


     
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 of Registered Securities 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 sufficient
giving of such notice.


     
Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of Bearer Securities of
any event, such notice shall be sufficiently given to Holders of
Bearer Securities if published in an Authorized Newspaper in the
City of New York and in such other city or cities as may be
specified in such Securities on a Business Day, such publication
to be not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the
first such publication.









 54



     
In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of
any other cause it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such
notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the
failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.


     
Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in
the English language, except that any published notice may be in
an official language of the country of publication.


     
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.


     
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 and coupon 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.








	 	 	 
	 	 	
	FORD MOTOR CREDIT COMPANY
	 	 	
	By 
	 	 	

	
	
	Attest: 

		 	 
	 	 	
	By 
	 	 	

	
	Attest: 	 	 















 


		
	STATE OF MICHIGAN	





     ss.:




COUNTY OF WAYNE








     
On this    day of
               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 CREDIT 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 said 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.









		
	 	
	[NOTARIAL SEAL]








 








 


		
	STATE OF NEW YORK	





     ss.:




COUNTY OF NEW YORK








     
On this    day of
               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.









		
	 	
	[NOTARIAL SEAL]








 














EXHIBIT A




[Form of Registered Security Which Is Not An



Original Issue Discount Security]




[Form of Face]



FORD MOTOR CREDIT COMPANY


 


		
	No. [R-  ]	[U.S.] $               








     
FORD MOTOR CREDIT COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the “Company”, which term includes any successor
Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to
                    ,
 or registered assigns, the principal sum of
                    [United
 States Dollars] on
                    ,
 and to pay interest thereon from
            ,
 20  or from the most recent Interest Payment Date to
which interest has been paid or duly provided for,
[semi-annually in arrears on
          and
          in
each year] annually in arrears on
            in
 each year], commencing
            ,
 20  , 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. Except as otherwise
provided in the Indenture, 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. Payment of the principal of (and premium, if any) and
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]
[the option of the Holder (a) [at the Corporate Trust
Office of the Trustee] or such other office or agency of the
Company as may be designated by it for such purpose in the
Borough of Manhattan. The City of New York, in such coin or
currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and
private debts or (b) subject to any laws or regulations
applicable thereto and to the right of the Company (limited as
provided in the Indenture) to rescind the designation of any
such Paying Agent, at the [main] offices of
          in
          ,
 in
          ,          in
           ,
          in
          and
          in
          , or
at such other offices or agencies as the Company may designate,
by check drawn on, or transfer to a United States dollar account
maintained by the payee with, a bank in The City of New York]
[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].







     
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.


A-1








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


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



Dated:



[Corporate Seal]



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By 

	 
	 	
	By 





Attest:









[Form of Reverse]







     
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
               (herein
 called the “Indenture”), between the Company and
                         ,
 as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), 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 [If
the Securities of the series are issuable as Bearer Securities,
insert — and any coupons appertaining thereto] 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 the Securities of the series are issuable as Bearer
Securities, insert — The Securities of this series
are issuable as Bearer Securities [, with interest coupons
attached,] in the denomination of
$          and
as Registered Securities, without coupons, in denominations of
$          and
any integral multiple thereof. If (but only if) expressly
provided for in the manner set forth in the Indenture, Bearer
Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged at
any office or agency described below where Registered Securities
of this series may be presented for registration of transfer.
Bearer Securities may not be issued in exchange for Registered
Securities.]







     
[If applicable insert — The Securities of this
series are subject to redemption [(1)] [If applicable,
insert — on
               in
 any year commencing with the year
     and ending with the year
 through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, [and]
(2)] [If applicable, insert — at any time [on
or after
               ],
 as a whole or in part, at the election of the Company, at the
following Redemption Price (expressed as percentages of the
principal amount): If redeemed on or before
          ,


A-2









%, and if redeemed] during the 12-month period beginning
               of
 the years indicated.




	 	 	 	 	 
			Redemption
	Year		Price
	
		






and thereafter at a Redemption Price equal to
     % of the principal amount,] [If
applicable, insert — [and
(               )]
 under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to 100% of the
principal amount,] together in the case of any such redemption
[If applicable, insert — (whether through
operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date; provided,
however, that instalments of interest on this Security
whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


     
[If applicable, insert — The Securities of this
series are subject to redemption (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 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		Redemption Price for
			for Redemption		Redemption Otherwise
			Through Operation		Than Through Operation
	Year		of the Sinking Fund		of the Sinking Fund
	
		
		






and thereafter at a Redemption Price equal to   % of
the principal amount, [If applicable,
insert — and (3) under the circumstances
described in the next [two] succeeding paragraph[s] at a
Redemption Price equal to 100% of the principal amount,]
together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date; provided,
however, that instalments of interest on this Security
whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


     
[Notwithstanding the foregoing, the Company may not, prior to
          ,
redeem any Securities of this series as contemplated by Clause
[(2)] above 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


A-3









[mandatory] sinking fund payments otherwise required to be
made — in the [describe order] order in which
they become due.]]



     
Notice of redemption will be given by mail to Holders of [If
Securities of the series are issuable as Bearer Securities,
insert — Registered] Securities, not less
than 30 nor more than 60 days prior to the date fixed
for redemption, all as provided in the Indenture.


     
In the event of redemption of this Security in part only, a new
[If Securities of the series are issuable as Bearer
Securities, insert — Registered] Security or
Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.


     
[If applicable, insert — The 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 [,
which will be located initially at the office of the Trustee
               at

               ],
 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.]]


     
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 Securities are denominated in Foreign Currencies, if
applicable, insert — [Except as set forth below,
payments of the principal of and interest on this Security will
be made in the currency in which such Security is denominated.
If a Security is denominated in a foreign currency and such
currency is no longer used by the government of the country
issuing such currency or for the settlement of transactions by
public institutions of or within the international banking
community, then all payments with respect to such Security shall
be made in U.S. dollars. The amount so payable on any date in
such foreign currency shall be converted into U.S. dollars at
the exchange rate as of the fifteenth day preceding the last day
of payment with respect to such Security on which such foreign
currency was used in either such capacity. Such exchange rate
will be the noon U.S. dollar buying rate for such currency for
cable transfers quoted in The City of New York.







     
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 [If
Securities of the series are issuable as Bearer Securities,
insert — and any related coupons] under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of
the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series [If Securities
of the Series are issuable as Bearer Securities,
insert — and any related coupons], 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







A-4









this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.



     
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have
any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the
Outstanding Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount
of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment
of the principal of (and premium, if any) or interest on this
Security on or after the respective due dates expressed herein.


     
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest
[(including additional amounts, as described on the face
hereof)] on this Security at the times, place [s] 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)] and
interest on this Security are payable] [the Borough of
Manhattan, The City of New York, or, subject to any laws or
regulations applicable thereto and to the right of the Company
(limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of
            in

            and

            in

            or
 at such other offices or agencies as the Company may
designate], 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 [If the Securities of the series are issuable as
Bearer Securities, insert — Registered] Securities
of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


     
[If the Securities of the series are not issuable as Bearer
Securities, insert — 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 and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.]


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


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


A-5








     
[If the Securities of the series are issuable as Bearer
Securities, insert — The Indenture, the Securities
and any coupons appertaining thereto shall be governed by and
construed in accordance with the laws of the State of
          .]


     
[If the Securities are denominated in Foreign Currencies, if
applicable, insert — The obligation to pay the
principal hereof and interest hereon in the currency of
denomination is of the essence. To the fullest extent possible
under applicable law, judgments in respect of this Security
shall be given in the currency of denomination. The obligation
of the Company to make payments in such currency of denomination
shall, notwithstanding any payment in any other currency
(whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in such currency of
denomination that the Holder of this Security may purchase with
the amount paid in such other currency. If the amount in the
currency of denomination that may be so purchased is for any
reason less than the amount originally due, the Company shall,
as a separate and independent obligation, pay such additional
amounts in the currency of denomination as may be necessary to
compensate for any such shortfall.]


     
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 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 [, which
will be located initially at the office of the Trustee at
                
].


     
[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.]




A-6














EXHIBIT B




[FORM OF REGISTERED SECURITY WHICH IS AN



ORIGINAL ISSUE DISCOUNT SECURITY]




[FORM OF FACE]







     
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THIS SECURITY IS   % OF ITS PRINCIPAL AMOUNT, 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
                    ,
 20  TO
                    ,
 20  IS   % OF THE PRINCIPAL AMOUNT OF THIS
SECURITY].







FORD MOTOR CREDIT COMPANY








 


		
	No. [R-] 	[U.S. $]                     








     
FORD MOTOR CREDIT COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the “Company”, which term includes any successor
Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay
to                     ,
 or registered assigns, the principal sum
of                     [United
 States Dollars]
on                     [
If the Security is interest- bearing, insert —
, and to pay interest thereon from
                    ,
 20  or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, [semi-
annually in arrears
on                and                in
 each year] [annually in arrears
on                in
 each year],
commencing                     ,
 20  , 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. Except as otherwise
provided in the Indenture, 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 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







B-1









demand.] Payment of the principal of (and premium, if any) and
[if applicable, insert — any such] interest on
this Security will be made at [the office or agency of the
Company maintained for that purpose in 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] [the option of
the Holder (a) at [the Corporate Trust Office of the
Trustee] or such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United
States of America as at the time of payment shall be legal
tender for the payment of public and private debts or
(b) subject to any laws or regulations applicable thereto
and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such Paying Agent,
at the [main] offices of
               in

               ,

               in

               ,

               in

               ,

               in

               ,
 and
               in

               ,
 or at such other offices or agencies as the Company may
designate, by check drawn on, or transfer to a United States
dollar account maintained by the payee with, a bank in The City
of New York] [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].



     
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,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for
any purpose.


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



Dated:



[Corporate Seal]



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By 
	 	
	

	 
	 	
	By 
	 	
	






Attest:








[Form of Reverse]







     
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
                   (herein
 called the “Indenture”), between the Company and
       as Trustee (herein
called the “Trustee”, which term includes any
successor trustee under the Indenture), 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 [If the Securities of the
series are issuable as Bearer Securities, insert —
and any coupons appertaining thereto] 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 Securities of the series are issuable as Bearer
Securities, insert — The Securities of this series
are issuable as Bearer Securities [, with interest coupons
attached,] in the denomination of







B-2









$          ,
and as Registered Securities, without coupons, in denominations
of
$          and
any integral multiple thereof. If (but only if expressly
provided for in the manner set forth in the Indenture, Bearer
Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged at
any office or agency described below where Registered Securities
of this series may be presented for registration of transfer.
Bearer Securities may not be issued in exchange for Registered
Securities.]



     
[If applicable, insert — The Securities of this
series are subject to redemption [(1)] [If applicable,
insert — on
               in
 any year commencing with the year
     and ending with the year
 through operation of the sinking fund for this series at a
Redemption Price equal to [Insert formula for determining the
amount], [and] (2)] [If applicable,
insert — at any time [on or after
               ],
 as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [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,] [If applicable, insert —
[and
(          )]
under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [Insert formula
for determining the amount]] [If the Security is
interest-bearing, insert — , together in the
case of any such redemption [If applicable,
insert — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption
Date; provided, however, that instalments of
interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture].


     
[If applicable, insert — The Securities of this
series are subject to redemption (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 Price for
			Redemption Through		Redemption Otherwise Than
			Operation of the		Through Operation of the
	Year		Sinking Fund		Sinking Fund
	
		
		






and thereafter at a Redemption Price equal to
          % of
the principal amount, [If applicable, insert —
and (3) under the circumstances described in the next [two]
succeeding paragraph[s] at a Redemption Price equal to
[Insert formula for determining the amount]] [If the
Security is


B-3









interest-bearing, insert — , together in
the case of any such redemption (whether through operation of
the sinking fund or otherwise) with accrued interest to the
Redemption Date; provided, however, that
instalments of interest on this Security whose Stated Maturity
is on or prior to such Redemption Date will be payable to the
Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the
Indenture].]



     
[Notwithstanding the foregoing, the Company may not, prior to
       , redeem any
Securities of this series as contemplated by Clause [(2)]
above 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 [described order] order in
which they become due.]]


     
Notice of redemption will be given by mail to Holders of [If
the Securities of the series are issuable as Bearer Securities,
insert — Registered] Securities, not less than 30
nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.


     
In the event of redemption of this Security in part only, a new
[If the Securities of the series are issuable as Bearer
Securities, — Registered] Security or Securities
of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.







     
[If applicable, insert — The 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 on 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 [, which will be located
initially at the office of the Trustee at
          ],
not earlier than 30 days nor later than 15 days prior
to the Repayment Date. Exercise of such option by the Holder of
the 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.]]







     
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.


     
[If the Securities are denominated in Foreign Currencies, if
applicable, insert — Except as set forth below,
payments of the principal of and interest on this Security will
be made in the currency in which such Security is denominated.
If a Security is denominated in a foreign


B-4









currency and such currency is no longer used by the government
of the country issuing such currency or for the settlement of
transactions by public institutions of or within the
international banking community, then all payments with respect
to such Security shall be made in U.S. dollars. The amount so
payable on any date in such foreign currency shall be converted
into U.S. dollars at the exchange rate as of the fifteenth day
preceding the last day of payment with respect to such Security
on which such foreign currency was used in either such capacity.
Such exchange rate will be the noon U.S. dollar buying rate for
such currency for cable transfers quoted in The City of New York.








     
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 [If
the Securities of the series are issuable as Bearer Securities
and are interest-bearing, insert — and any related
coupons] under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time
outstanding, on behalf of the Holders of all Securities of such
series [If the Securities of the series are issuable as
Bearer Securities and are interest-bearing,
insert — and any related coupons], to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.







     
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series will have
any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the
Outstanding Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount
of the Outstanding Securities of this series a direction
inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit
instituted by the Holder hereof for the enforcement of payment
of the principal of (and premium, if any) or [any] interest on
this Security on or after the respective due dates expressed
herein.


     
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and [any] interest
[(including additional amounts, as described on the face
hereof)] on this Security at the times, place[s] 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)] and
[any] interest on this Security are payable] [the Borough of
Manhattan, The City of New York, or, subject to any laws or
regulations applicable thereto and to the right of the Company
(limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of
                              in

           and

                              in

                    or
 at such other offices or agencies as the Company may
designate], 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 [If the Securities of the series are issuable as
Bearer Securities, insert — Registered] Securities
of this


B-5









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



     
[If the Securities of the series are not issuable as Bearer
Securities, insert — 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 and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.]


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


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


     
[If the Securities of the series are issuable as Bearer
Securities, insert — The Indenture, the Securities
and any coupons appertaining thereto shall be governed by and
construed in accordance with the laws of the State of
               .]


     
[If the Securities are denominated in Foreign Currencies, if
applicable, insert — The obligation to pay the
principal hereof and interest hereon in the currency of
denomination is of the essence. To the fullest extent possible
under applicable law, judgments in respect of this Security
shall be given in the currency of denomination. The obligation
of the Company to make payments in such currency of denomination
shall, notwithstanding any payment in any other currency
(whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in such currency of
denomination that the Holder of this Security may purchase with
the amount paid in such other currency. If the amount in the
currency of denomination that may be so purchased is for any
reason less than the amount originally due, the Company shall,
as a separate and independent obligation, pay such additional
amounts in the currency of denomination as may be necessary to
compensate for any such shortfall.]


     
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 the Repayment
Date and not later than 15 days prior to the Repayment Date
by the Company at its office or agency in


B-6









the Borough of Manhattan, the City and State of New York [,
which will be located initially at the office of the Trustee
at                     
].



     
[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.]



B-7














EXHIBIT C




[FORM OF BEARER SECURITY WHICH IS NOT AN



ORIGINAL ISSUE DISCOUNT SECURITY




AND FORM OF RELATED COUPON]




[Form of Face of Security]



ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.


FORD MOTOR CREDIT COMPANY



No.  B-

		
	 	
	[U.S. $]









     
FORD MOTOR CREDIT COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the “Company”, which term includes any successor
Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to bearer upon
presentation and surrender of this Security the principal sum of
       [United States
Dollars] on        and to pay
interest thereon, from the date hereof, [semi-annually in
arrears on        and
       in each year]
[annually in arrears on
       in each year],
commencing         ,
20  , 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]. Such
payments (including premium, if any) shall be made, subject to
any laws or regulations applicable thereto and to the right of
the Company (limited as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] office
of        in
       ,
       in
       ,
       in
       ,
       in  and
       in
       , or at such other
offices or agencies outside the United States (as defined below)
as the Company may designate, at the option of the Holder, by
[United States dollar] check drawn on a bank in [The City of New
York] or by transfer of [United States dollars] to an account
maintained by the payee with a bank located outside the United
States. Interest on this Security due on or before Maturity
shall be payable only upon presentation and surrender at such an
office or agency of the interest coupons hereto attached as they
severally mature. No payment of principal[, premium] or interest
on this Security shall be made at any office or agency of the
Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained
with a bank located in the United States [If Security is
denominated and payable in United States dollars,
insert — ; provided, however, that
payment of principal of (and premium, if any) and interest on
this Security (including any additional amounts which may be
payable as provided below) shall be made at the office of the
Company’s Paying Agent in the Borough of Manhattan, The
City of New York if (but only if) payment in United States
dollars of the full amount of such principal, [premium] interest
or additional amounts, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by
the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar
restrictions].







     
The Company will, subject to the exceptions and limitations set
forth below, pay as additional interest on this Security, such
additional amounts as are necessary in order that the net
payment by the Company or a paying agent of the principal of and
interest on this Security or the coupons appertaining thereto to
a Holder who is not a United States person, after deduction for
any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority
thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in this
Security or any coupons to be then


C-1









due and payable; provided, however, that the
foregoing obligation to pay additional amounts shall not
apply:




		
	 	     
	(1)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of the Holder, or a
	fiduciary, settlor, beneficiary, member or shareholder of the
	Holder if the Holder is an estate, trust, partnership or
	corporation, or a person holding a power over an estate or trust
	administered by a fiduciary holder, being considered as:





		
	 	     
	(a)  being or having been present or engaged in trade or
	business in the United States or having or having had a
	permanent establishment in the United States;
	 
	 	     
	(b)  having a current or former relationship with the
	United States, including a relationship as a citizen or resident
	thereof;
	 
	 	     
	(c)  being or having been a foreign or domestic personal
	holding company or a controlled foreign corporation with respect
	to the United States or a corporation that has accumulated
	earnings to avoid United States federal income tax or a private
	foundation that is subject to the tax imposed by
	section 4948(a) of the United States Internal Revenue Code
	or any successor provision; or
	 
	 	     
	(d)  being or having been a “10-percent
	shareholder” of the Company as defined in
	section 871(h)(3) of the United States Internal Revenue
	Code or any successor provision;





		
	 	     
	(2)  to a Holder that is not the beneficial owner of this
	Security or a coupon, or a portion of either, or that is a
	foreign partnership, but only to the extent that a beneficial
	owner or member of the partnership would not have been entitled
	to the payment of an additional amount had the beneficial owner
	or member received directly its beneficial or distributive share
	of the payment;
	 
	 	     
	(3)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of the Holder of this
	Security, if required, failing to establish, by compliance with
	certification, identification or information reporting
	requirements with respect to the payment, that the Holder is not
	a United States person or is not subject to United States
	withholding, backup withholding or a similar tax;
	 
	 	     
	(4)  to a tax, assessment or governmental charge that is
	imposed otherwise than by withholding by the Company or a paying
	agent from the payment;
	 
	 	     
	(5)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of a change in law,
	regulation, or administrative or judicial interpretation that
	becomes effective more than 15 days after the payment
	becomes due or is duly provided for, whichever occurs later;
	 
	 	     
	(6)  to an estate, inheritance, gift, sales, transfer,
	wealth or personal property tax or a similar tax, assessment or
	governmental charge;
	 
	 	     
	(7)  to any tax, assessment or other governmental charge
	required to be withheld by any paying agent from any payment of
	principal of or interest on this Security, if such payment can
	be made without such withholding by any other paying agent; or
	 
	 	     
	(8)  in the case of any combination of items (1), (2),
	(3), (4), (5), (6) and (7).





This Security and any coupons appertaining thereto are subject
in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable thereto.
Except as specifically provided above and in the [fourth]
[fifth] paragraph on the reverse hereof, Ford Credit shall not
be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any governmental or
a political subdivision or taxing authority thereof or therein.


C-2








     
As used in this Security, the term “United States”
means the United States of America (including the States and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; the term “United
States person” means an individual who is a citizen or
resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate
or trust the income of which is subject to United States federal
income taxation regardless of its source.


     
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,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, neither this Security, nor any
coupon appertaining hereto, shall be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


     
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal and coupons bearing the
facsimile signature of [its Treasurer] [one of its Assistant
Treasurers] to be annexed hereto.








Dated as of
          ,
20     








[Corporate Seal]



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By 

	 
	 	
	By 






Attest:









[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
            (herein
 called the “Indenture”), between the Company and
                    ,
 as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), 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 any
coupons appertaining thereto 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
$          ].
The Securities of this series are issuable as Bearer Securities,
with interest coupons attached, in the denomination of
$          [,
and as Registered Securities, without coupons, in denominations
of
$          and
any integral multiple thereof]. [If (but only if) expressly
provided for in the manner set forth in the Indenture, Bearer
Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged,
with all unmatured coupons and all matured coupons in default
thereto appertaining, at any office or agency described below
where Registered Securities of this series may be presented for
registration of transfer; provided, however, that
Bearer Securities surrendered in exchange for Registered
Securities between a Record Date and the relevant







C-3









Interest Payment Date shall be surrendered without the coupon
relating to such Interest Payment Date. Bearer Securities may
not be issued in exchange for Registered Securities.]



     
[If applicable, insert — The Securities of this
series are subject to redemption [(1)] [If applicable.
insert — on
                    in
 any year commencing with the year
     and ending with the year
     through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] [If applicable
insert — at any time [on or after
               ,]
 as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [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,] [and
(  )] under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to
100% of the principal amount, together in the case of any such
redemption [If applicable, insert — (whether
through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date; provided,
however, that interest instalments on this Security whose
Stated Maturity is on or prior to such Redemption Date will be
payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United
States, except as herein provided otherwise)].







     
[If applicable, insert — The Securities of this
series are subject to redemption (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 Operations		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, and (3) under the circumstances
described in the next [two] succeeding paragraph[s] at a
Redemption Price equal to 100% of the principal amount, together
in the case of any such redemption (whether through operation of
the sinking fund or otherwise) with accrued interest to the
Redemption Date; provided, however, that interest
instalments on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an
office or agency located outside the United States, except as
herein provided otherwise).]


C-4








     
[Notwithstanding the foregoing, the Company may not, prior to
                    redeem
 any Securities of this series as contemplated by Clause [(2)]
above 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.]







     
Except as set forth hereunder and under the next succeeding
paragraph, this Security may not be redeemed prior to Stated
Maturity. If (a) as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any taxing authority
thereof or therein), or any change in official position
regarding the application or interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after
          ,
     , the Company becomes or will
become obligated to pay additional amounts as described on the
face hereof or (b) any act is taken by a taxing authority
of the United States on or after
               ,
 whether or not such act is taken with respect to the Company or
any affiliate, that results in a substantial probability that
the Company will or may be required to pay such additional
amounts, then the Company may, at its option, redeem, as a whole
but not in part, this Security as a whole but not in part, upon
not less than 35 days’ notice at 100% of their principal
amount, together with interest accrued thereon to the date fixed
for redemption; provided that the Company determines, in
its business judgment, that the obligation to pay such
additional amounts cannot be avoided by the use of reasonable
measures available to it, not including assignment of the
Securities. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of
the United States results in a substantial probability that it
will or may be required to pay the additional amounts described
on the face hereof and the Company shall have delivered to the
Trustee a certificate, signed by a duly authorized officer,
stating that based on such opinion the Company is entitled to
redeem the Securities pursuant to their terms.







     
[If applicable*, insert — The Company shall
redeem the Securities as a whole but not in part, upon not less
than 60 days’ nor more than 90 days’
published notice at 100% of their principal amount, together
with interest accrued to the date fixed for redemption, after
determination by the Company as soon as practicable, based on a
written opinion of independent counsel, and prompt notice
thereof to the Trustee, that any certification, identification
or information reporting requirements of United States law or
regulation with regard to the nationality, residence or identity
of a beneficial owner of a Security or a coupon appertaining
thereto would be applicable to a payment of principal of or
interest on a Security or a coupon appertaining thereto made
outside the United States by the Company or a paying agent as
agent for the Company and not as agent for the beneficial owner
(other than a requirement that would not be applicable to a
payment made to a custodian, nominee or other agent of the
beneficial owner, or which could be satisfied by the Holder,
custodian, nominee or other agent certifying that the beneficial
owner is not a United States person; provided,
however, in each case that payment by a custodian,
nominee or agent (who is not under law in effect as of the date
of issuance of the Securities subject to information reporting
requirements) to the beneficial owner is not otherwise subject
to any certification, identification or information reporting
requirement referred to in this sentence). The Trustee shall, as
soon as practicable after receipt of notice of such
determination by the Company, given prompt notice thereof,
stating in the notice the effective date of such certification,
identification or information reporting requirements and the
dates within which the redemption shall occur. The mandatory
redemption of the Securities must take place on such date, not
later than one year after the publication of notice by the
Trustee of the Company’s determination as provided in the
next preceding sentence, as the Company shall determine by
notice to the Trustee at least 75 days before the
redemption date, unless notice within a shorter








		
	* 	
	Generally this provision will only be applicable if the
	Securities of the series bear interest at a fixed rate.



C-5









period is acceptable to the Trustee. The Company shall not so
redeem the Securities, however, if the Company shall, based on a
subsequent event, determine, based on a written opinion of
independent counsel, not less than 30 days prior to the
date fixed for redemption, that no payment would be subject to
any requirement described above, in which case the Trustee shall
be given prompt notice of that determination and any earlier
redemption notice shall be deemed revoked and of no further
effect.








     
Notwithstanding the preceding paragraph, if and so long as the
certification, identification or information reporting
requirements referred to in the preceding paragraph would be
fully satisfied by payment of United States withholding, backup
withholding or a similar tax, the Company may elect, prior to
publication of the notice of redemption, to have the provisions
of this paragraph apply in lieu of the provisions of the next
preceding paragraph. In that event, the Company will pay as
additional interest such additional amounts as are necessary in
order that, following the effective date of such requirements,
every net payment made outside the United States by the Company
or a paying agent of the principal of and interest on a Security
or a coupon appertaining thereto to a Holder who is not a United
States person (but without any requirement with regard to the
nationality, residence or identity of such Holder), after
deduction for United States withholding, backup withholding or
similar tax (other than a withholding, backup withholding or
similar tax which would not be applicable in the circumstances
referred to in the parenthetical clause of the first sentence of
the preceding paragraph), will not be less than the amount
provided in the Security or the coupon to be then due and
payable.]







     
[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].]







     
Notice of redemption will be given by publication in an
Authorized Newspaper in The City of New York and, if the
Securities of this series are then listed on [The Stock Exchange
of the United Kingdom and the Republic of Ireland] [the
Luxembourg Stock Exchange] [or] any [other] stock exchange
located outside the United States and such stock exchange shall
so require, in [London] [Luxembourg] [or] in any [other]
required city outside the United States or, if not practicable,
elsewhere in Europe, [and by mail to Holders of Registered
Securities,] not less than 30 nor more than 60 days prior
to the date fixed for redemption, all as provided in 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 [,
which will be located initially at the office of the Trustee at
                                          
                                          
                       ],
 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.]]


C-6








     
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 Securities are denominated in Foreign Currencies, if
applicable, insert — Except as set forth below,
payments of the principal of and interest on this Security will
be made in the currency in which such Security is denominated.
If a Security is denominated in a foreign currency and such
currency is no longer used by the government of the country
issuing such currency or for the settlement of transactions by
public institutions of or within the international banking
community, then all payments with respect to such Security shall
be made in U.S. dollars. The amount so payable on any date in
such foreign currency shall be converted into U.S. dollars at
the exchange rate as of the fifteenth day preceding the last day
of payment with respect to such Security on which such foreign
currency was used in either such capacity. Such exchange rate
will be the noon U.S. dollar buying rate for such currency for
cable transfers quoted in The City of New York.












     
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 and any
related coupons under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of 66 2/3%
in principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series and any related coupons, 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 any coupon appertaining hereto and
of any Security issued in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.







     
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series or any
related coupon will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to
this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have
made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee
shall not have received from the Holders of a majority in
principal amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days;
provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof or any related
coupon for the enforcement of payment of the principal of (and
premium, if any) or any interest on this Security or payment of
such coupon on or after the respective due dates expressed
herein or in such coupon.


     
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and any interest
(including additional amounts, as described on the face hereof)
on this Security at the times, places and rate, and in the coin
or currency, herein prescribed.


     
Title to [Bearer] Securities and coupons shall pass by delivery.
[As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Registered Securities is
registrable in the Security Register, upon surrender of a
Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other office or
agency of the Company as may be designated by it in the Borough
of Manhattan, The City of New York, or, subject to any laws or
regulations applicable thereto and to the right of the Company
(limited as


C-7









provided in the Indenture) to rescind the designation of any
such transfer agent, at the [main] offices of
               in

               and

               in

               or
 at such other offices or agencies as the Company may designate,
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 thereof or his attorney
duly authorized in writing, and thereupon one or more new
Registered Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.]



     
[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.]


     
The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security of any series
and any coupon appertaining thereto[, and prior to due
presentment of a Registered 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 thereof for all purposes, whether
or not such Security or such coupon is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


     
The Indenture, the Securities and any coupons appertaining
thereto shall be governed by and construed in accordance with
the laws of the State of
               .


     
[If the Securities are denominated in Foreign Currencies, if
applicable insert — The obligation to pay the
principal hereof and interest hereon in the currency of
denomination is of the essence. To the fullest extent possible
under applicable law, judgments in respect of this Security
shall be given in the currency of denomination. The obligation
of the Company to make payments in such currency of denomination
shall, notwithstanding any payment in any other currency
(whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in such currency of
denomination that the Holder of this Security may purchase with
the amount paid in such other currency. If the amount in the
currency of denomination that may be so purchased is for any
reason less than the amount originally due, the Company shall,
as a separate and independent obligation, pay such additional
amounts in the currency of denomination as may be necessary to
compensate for any such shortfall.]


     
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 the Repayment
Date and not later than 15 days prior to the Repayment Date
by the Company at its office or agency in


C-8









the Borough of Manhattan, The City and State of New York
[, which will be located initially at the office of the
Trustee at
               
].



     
[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.]




C-9








[Form of Face of Coupon]


     
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.



		
	 	
	[R-]* 

	 
	 	
	[U.S.$] 

	 
	 	
	Due 





FORD MOTOR CREDIT COMPANY








     
Unless the Security to which this coupon appertains shall have
been called for previous redemption and payment thereof duly
provided for on the date set forth hereon, FORD MOTOR CREDIT
COMPANY (herein called the “Company”) will pay to
bearer, upon surrender hereof, the amount shown hereon (together
with any additional amounts in respect thereof which the Company
may be required to pay according to the terms of said Security
and the Indenture referred to therein) at the Paying Agents set
out on the reverse hereof or at such other offices or agencies
(which, except as otherwise provided in the Security to which
this coupon appertains, shall be located outside the
United States of America (including the States and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction (the
“United States”)) as the Company may designate
from time to time, at the option of the Holder, by
[United States dollar] check drawn on a bank in [The City
of New York] or by transfer of United States dollars
to an account maintained by the payee with a bank located
outside the United States, being [one year’s] interest
then payable on said Security.



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By 











		
	* 	
	For coupons maturing on or after the date, if any, on which a
	partial redemption of the Securities of the series is possible,
	insert the letter “R” in front of the coupon number.
	The coupon number, amount and due date should appear in the
	right-hand section of the face of the coupon.



C-10








[Reverse of Coupon]



_________________________________________________________*
































		
	* 	
	Insert names and addresses of initial Paying Agents located
	outside the United States.



C-11














EXHIBIT D




[FORM OF BEARER SECURITY WHICH IS AN



ORIGINAL ISSUE DISCOUNT SECURITY




AND FORM OF RELATED COUPON]




[Form of Face of Security]








ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE. FOR PURPOSES OF
SECTIONS 1273 and 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS
SECURITY IS      % OF ITS PRINCIPAL
AMOUNT, THE ISSUE DATE IS
          ,
20  [, — 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
          ,
20  TO
          ,
19  IS      % OF THE
PRINCIPAL AMOUNT OF THIS SECURITY.]







FORD MOTOR CREDIT COMPANY


 


		
	No. B-	[U.S. $]                     



     
FORD MOTOR CREDIT COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the “Company”, which term includes any successor
Person under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to the bearer upon
presentation and surrender of this Security the principal sum of
 [United States Dollars] on
          [
If the Security is interest-bearing, insert —
  , and to pay interest thereon, from the date
hereof, [semi-annually in arrears on
          and
          in
each year] [annually in arrears on
          in
each year], commencing
            ,
 19  , at the rate of      %
per annum, until the principal hereof is paid or made available
for payment. [If applicable, insert —
  , and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of
     % per annum on any overdue
principal and premium and on any overdue installment of
interest]]. [If the Security is not to bear interest prior to
Maturity, insert —   The principal of
this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon
redemption or at Stated Maturity, and in such case the overdue
principal 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.] Such
payments (including premium, if any) shall be made, subject to
any laws or regulations applicable thereto and to the right of
the Company (limited as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] offices
of
            in

            ,

            in

            ,

            in

            ,

            in

            and

            in

            ,
 or at such other offices or agencies outside the United States
(as defined below) as the Company may designate, at the option
of the Holder, by United States dollar check drawn on a bank in
The City of New York or by transfer of United States dollars to
an account maintained by the payee with a bank located outside
the United States. [If the Security is interest-bearing,
insert —  Interest on this Security due on or
before Maturity shall be payable only upon presentation and
surrender at such an office or agency of the interest coupons
hereto attached as they severally mature.] No payment of
principal [, — or] [premium] [or interest] on
this Security shall be made at any office or agency of the
Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained
with a bank located in the


D-1









United States. [If Security is denominated and payable in
United States dollars, insert —   ;
provided, however, that payment of principal of (and
premium, if any) and [any] interest on this Security (including
any additional amounts which may be payable as provided below)
shall be made at the office of the Company’s Paying Agent
in the Borough of Manhattan, The City of New York, if (but only
if) payment in United States dollars of the full amount of such
principal [, premium] [, interest] or additional amounts, as the
case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance
with the Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.]



     
The Company will, subject to the exceptions and limitation set
forth below, pay [if the Security is interest-bearing,
insert — as additional interest] on this Security,
such additional amounts as are necessary in order that the net
payment by the Company or a paying agent of the principal of
[and interest on] this Security [or the coupons appertaining
thereto] to a Holder who is not a United States person,
after deduction for any present or future tax, assessment or
governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than
the amount provided in this Security [or any coupons] to be then
due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply:



		
	 	     
	(1)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of the Holder, or a
	fiduciary, settlor, beneficiary, member or shareholder of the
	Holder if the Holder is an estate, trust, partnership or
	corporation, or a person holding a power over an estate or trust
	administered by a fiduciary holder, being considered as:





		
	 	     
	(a)  being or having been present or engaged in trace or
	business in the United States or having or having had a
	permanent establishment in the United States;
	 
	 	     
	(b)  having a current or former relationship with the
	United States, including a relationship as a citizen or
	resident thereof;
	 
	 	     
	(c)  being or having been a foreign or domestic personal
	holding company or a controlled foreign corporation with respect
	to the United States or a corporation that has accumulated
	earnings to avoid United States federal income tax or a
	private foundation that is subject to the tax imposed by
	section 4948(a) of the United States Internal Revenue
	Code or any successor provision; or
	 
	 	     
	(d)  being or having been a “10-percent
	shareholder” of the Company as defined in
	section 871(h)(3) of the United States Internal
	Revenue Code or any successor provision;





		
	 	     
	(2)  to a Holder that is not the beneficial owner of this
	Security [or a coupon], or a portion of either, or that is a
	foreign partnership, but only to the extent that a beneficial
	owner or member of the partnership would not have been entitled
	to the payment of an additional amount had the beneficial owner
	or member received directly its beneficial or distributive share
	of the payment;
	 
	 	     
	(3)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of the Holder of this
	Security, if required, failing to establish, by compliance with
	certification, identification or information reporting
	requirements with respect to the payment, that the Holder is not
	a United States person or is not subject to United States
	withholding, backup withholding or a similar tax;
	 
	 	     
	(4)  to a tax, assessment or governmental charge that is
	imposed otherwise than by withholding by the Company or a paying
	agent from the payment;
	 
	 	     
	(5)  to a tax, assessment or governmental charge that is
	imposed or withheld solely by reason of a change in law,
	regulation, or administrative or judicial interpretation that
	becomes




D-2







		
	 	
	effective more than 15 days after the payment becomes due or is
	duly provided for, whichever occurs later;
	 
	 	     
	(6)  to an estate, inheritance, gift, sales, transfer,
	wealth or person property tax or a similar tax, assessment or
	governmental charge;
	 
	 	     
	(7)  to any tax, assessment or other governmental charge
	required to be withheld by any paying agent from any payment of
	principal of or interest on this Security, if such payment can
	be made without such withholding by any other paying agent; or
	 
	 	     
	(8)  in the case of any combination of items (1), (2), (3),
	(4), (5), (6) and (7).





This Security [and any coupons appertaining thereto are] [is]
subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided above and in
the [fourth] [fifth] paragraph on the reverse hereof, the
Company shall not be required to make any payment with respect
to any tax, assessment or governmental charge imposed by any
governmental or a political subdivision or taxing authority
thereof or therein.


     
As used in this Security, the term “United States”
means the United States of America (including the States and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction; the term “United
States person” means an individual who is a citizen or
resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate
or trust the income of which is subject to United States federal
income taxation regardless of its source.


     
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,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, neither this Security, nor any
coupon appertaining hereto, shall be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


     
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal and coupons bearing the
facsimile signature of [its Treasurer] [one of its Assistant
Treasurers] to be annexed hereto.








Dated as of
          ,
20  








[Corporate Seal]



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By 
	 	
	

	 
	 	
	By 
	 	
	






Attest








D-3








[Form of Reverse 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
                   (herein
 called the “Indenture”), between the Company and
                      ,
 as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), 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 any
coupons appertaining thereto 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
$          ].
The Securities of this series are issuable as Bearer Securities,
with interest coupons attached, in the denomination of
$          ,
and as Registered Securities, without coupons, in denominations
of
$          and
any integral multiple thereof. [If (but only if) expressly
provided for in the manner set forth in the Indenture, Bearer
Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged,
with all unmatured coupons and all matured coupons in default
thereto appertaining, at any office or agency described below
where Registered Securities of this series may be presented for
registration of transfer; provided, however, that Bearer
Securities surrendered in exchange for Registered Securities
between a Record Date and the relevant Interest Payment Date
shall be surrendered without the coupon relating to such
Interest Payment Date. Bearer Securities may not be issued in
exchange for Registered Securities.]







     
[If applicable, insert — The Securities of this
series are subject to redemption [(1)] [If applicable,
insert — (1) on
          in
any year commencing with the year
          and
ending with the year
          through
 operation of the sinking fund for this series at a Redemption
Price equal to [insert formula for determining the
amount], and (2)] [If applicable,
insert — at any time [on or after
          ,],
as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [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,] [and
(          )]
under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [Insert formula
for determining the amount] [If the Security is
interest-bearing, insert — , together in the
case of any such redemption [If applicable,
insert — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption
Date; provided, however, that interest installments on
this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable only upon presentation and
surrender of coupons for such interest (at an office or agency
located outside the United States, except as herein provided
otherwise)].]


     
[If applicable, insert — The Securities of this
series are subject to redemption (1) on
               in
 any year commencing with 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


D-4









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 Price for
			Redemption Through		Redemption Otherwise Than
			Operation of the		Through Operation of the
	Year		Sinking Fund		Sinking Fund
	
		
		






and thereafter at a Redemption Price equal to
     % of the principal amount, and
(3) under the circumstances described in the next [two]
succeedings paragraph[s] at a Redemption Price equal to
[Insert formula for determining the amount] [If the
Security is interest-bearing, insert —  , together
in the case of any such redemption (whether through operation of
the sinking fund or otherwise) with accrued interest to the
Redemption Date; provided, however, that interest
installments on this Security whose Stated Maturity is on or
prior to such Redemption Date will be payable only upon
presentation and surrender of coupons for such interest (at an
office or agency located outside the United States, except as
herein provided otherwise)].]


     
[Notwithstanding the foregoing, the Company may not, prior to
            ,
 redeem any Securities of this series as contemplated by
Clause [(2)] above 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.]







     
Except as set forth hereunder and under the next succeeding
paragraph, this Security may not be redeemed prior to Stated
Maturity. If (a) as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any taxing authority
thereof or therein), or any change in official position
regarding the application or interpretation of such laws,
regulations or rulings, which change or amendment becomes
effective on or after
                    ,
      , the Company becomes or will
become obligated to pay additional amounts as described on the
face hereof or (b) any act is taken by a taxing authority
of the United States on or after
                    ,
 whether or not such act is taken with respect to the Company or
any affiliate, that results in a substantial probability that
the Company will or may be required to pay such additional
amounts, then the Company may, at its option, redeem, as a whole
but not in part, this Security, as a whole but not in part, upon
not less than 35 days’ notice at a Redemption Price
determined as set forth [below] [if the Security is
interest-bearing insert —  together with interest
accrued thereon to the date fixed for redemption];
provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts
cannot be avoided by the use of reasonable measures available to
it, not including assignment of the Securities. No redemption
pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an
act taken by a taxing authority of the United States results in
a substantial probability that it will or may be required to pay
the additional amounts described on the face hereof and the
Company shall have delivered to the Trustee a certificate,
signed by a duly authorized officer, stating that based on such
opinion the Company is entitled to redeem the Securities
pursuant to their terms.







     
[If applicable,* insert — The Company shall
redeem the Securities as a whole but not in part, upon not less
than 60 days’ nor more than 90 days’ published notice
at a redemption price set forth [below] [, together with
interest accrued to the date fixed for redemption,] after








		
	* 	
	This provision will only be applicable if the Securities of the
	series are interest-bearing and generally only if the Securities
	bear interest at a fixed rate.



D-5














determination by the Company as soon as practicable, based on a
written opinion of independent counsel, and prompt notice
thereof to the Trustee, that any certification, identification
or information reporting requirements of United States law or
regulation with regard to the nationality, residence or identity
of a beneficial owner of a Security [or a coupon appertaining
thereto] would be applicable to a payment of principal of [or
interest on] a Security or a coupon appertaining thereto made
outside the United States by the Company or a paying agent as
agent for the Company and not as agent for the beneficial owner
(other than a requirement that would not be applicable to a
payment made to a custodian, nominee or other agent of the
beneficial owner, or which could be satisfied by the Holder,
custodian, nominee or other agent certifying that the beneficial
owner is not a United States person; provided, however,
in each case that payment by a custodian, nominee or agent (who
is not under law in effect as of the date of issuance of the
Securities subject to information reporting requirements) to the
beneficial owner is not otherwise subject to any certification,
identification or information reporting requirement referred to
in this sentence). The Trustee shall, as soon as practicable
after receipt of notice of such determination by the Company,
give prompt notice thereof, stating in the notice the effective
date of such certification, identification or information
reporting requirements and the dates within which the redemption
shall occur. The mandatory redemption of the Securities must
take place on such date, not later than one year after the
publication of notice by the Trustee of the Company’s
determination as provided in the next preceding sentence, as the
Company shall determine by notice to the Trustee at least
75 days before the redemption date, unless notice within a
shorter period is acceptable to the Trustee. The Company shall
not so redeem the Securities, however, if the Company shall,
based on a subsequent event, determine, based on a written
opinion of independent counsel, not less than 30 days prior
to the date fixed for redemption, that no payment would be
subject to any requirement described above, in which case the
Trustee shall give prompt notice of that determination and any
earlier redemption notice shall be deemed revoked and of no
further effect.








     
Notwithstanding the preceding paragraph, if and so long as the
certification, identification or information reporting
requirements referred to in the preceding paragraph would be
fully satisfied by payment of United States withholding, backup
withholding or a similar tax, the Company may elect, prior to
publication of the notice of redemption, to have the provisions
of this paragraph apply in lieu of the provisions of the next
preceding paragraph. In that event, the Company will pay [as
additional interest] such additional amounts as are necessary in
order that, following the effective date of such requirements,
every net payment made outside the United States by the Company
or a paying agent of the principal of [and interest on] a
Security or a coupon appertaining thereto to a Holder who is not
a United States person (but without any requirement with regard
to the nationality, residence or identity of such holder), after
deduction for United States withholding, backup withholding or
similar tax (other than a withholding, backup withholding or
similar tax which would not be applicable in the circumstances
referred to in the parenthetical clause of the first sentence of
the preceding paragraph), will not be less than the amount
provided in the Security [or the coupon] to be then due and
payable.


     
[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].]


     
Notice of redemption will be given by publication in an
Authorized Newspaper in the The City of New York and, if
the Securities of this series are then listed on [The Stock
Exchange of the United Kingdom and the Republic of Ireland] [the
Luxembourg Stock Exchange] [or] any [other] stock exchange
located outside the United States and such stock exchange
shall so require, in [London] [Luxembourg] [or] in any [other]
required city outside the United States


D-6









or, of not practicable, elsewhere in Europe, [and by mail to
Holders of Registered Securities,] not less than 30 nor more
than 60 days prior to the date fixed for redemption, all as
provided in 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 [,
which will be located initially at the office of the Trustee at
          ],
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
at its office or agency maintained for that purpose in the
Borough of Manhattan, The City and State of New York [,
which will be located initially at the office of the Trustee at
          ],
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.]]







     
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 the
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.







     
[If the Securities are denominated in Foreign Currencies,
insert — [Except as set forth below, payments of
the principal of and interest on this Security will be made in
the currency in which such Security is denominated. If a
Security is denominated in a foreign currency and such currency
is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public
institutions of or within the international banking community,
then all payments with respect to such Security shall be made in
U.S. dollars. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars at the exchange
rate as of the fifteenth day preceding the last day of payment
with respect to such Security on which such foreign currency was
used in either such capacity. Such exchange rate will be the
noon U.S. dollar buying rate for such currency for cable
transfers quoted in The City of New York.












     
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 [If
the Securities of the series are interest-bearing, insert —
 and any related coupons] under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of
66 2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all
Securities of such series [If the Securities of the series
are interest-bearing, insert — and any related
coupons], 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







D-7














conclusive and binding upon such Holder and upon all future
Holders of this Security and any coupon appertaining hereto and
of any Security issued in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.













     
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series [If the
Security is interest-bearing, insert —  or any
related coupon] will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to
this series, the Holders of not less than 25% in principal
amount of the Outstanding Securities of this series shall have
made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee
shall not have received from the Holders of a majority in
principal amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days;
provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof [If the
Security is interest-bearing, insert —  or any related
coupon] for the enforcement of payment of the principal of (and
premium, if any) or [any] interest on this Security [If the
Security is interest-bearing, insert — or payment of such
coupon] on or after the respective due dates expressed herein
[If the Security is interest-bearing, insert — or in
such coupon].







     
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and [any] interest
(including additional amounts, as described on the face hereof)
on this Security at the times, places and rate, and in the coin
or currency, herein prescribed.


     
Title to [Bearer] Securities and coupons shall pass by delivery.
[As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Registered Securities is
registrable in the Security Register, upon surrender of a
Registered Security for registration of transfer at the
[Corporate Trust Office of the Trustee or such other office or
agency of the Company as may be designated by it in the Borough
of Manhattan, The City of New York, or, subject to any laws or
regulations applicable thereto and to the right of the Company
(limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of
               in

               and

                                          
    in

               or
 at such other offices or agencies as the Company may designate,
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 thereof or his attorney
duly authorized in writing, and thereupon one or more new
Registered Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.]


     
[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.]


     
The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of a Bearer Security of any series
[If the Securities of the series are interest-bearing,
insert — and any coupon appertaining thereto] [,
and prior to due presentment of a Registered 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 thereof for all
purposes, whether or not such Security [If the Securities of
the series are interest-bearing, insert — or such
coupon] is overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


     
The Indenture, the Securities and any coupons appertaining
thereto shall be governed by and construed in accordance with
the laws of the State of
               .


D-8








     
[If the Securities are denominated in Foreign Currencies,
insert — The obligation to pay the principal
hereof and interest hereon in the currency of denomination is of
the essence. To the fullest extent possible under applicable
law, judgments in respect of this Security shall be given in the
currency of denomination. The obligation of the Company to make
payments in such currency of denomination shall, notwithstanding
any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the
amount in such currency of denomination that the Holder of this
Security may purchase with the amount paid in such other
currency. If the amount in the currency of denomination that may
be so purchased is for any reason less than the amount
originally due, the Company shall, as a separate and independent
obligation, pay such additional amounts in the currency of
denomination as may be necessary to compensate for any such
shortfall.]


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


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 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 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[, which
will be located initially at the office of the Trustee at
          
].


     
[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 or $       ;
$       .]



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.




D-9








[Form of Face of Coupon]







     
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.








		
	 	
	[R-]* 

	 
	 	
	[U.S.$] 

	 
	 	
	Due 





FORD MOTOR CREDIT COMPANY








     
Unless the Security to which this coupon appertains shall have
been called for previous redemption and payment thereof duly
provided for on the date set forth hereon, FORD MOTOR CREDIT
COMPANY (herein called the “Company”) will pay to
bearer, upon surrender hereof, the amount shown hereon (together
with any additional amounts in respect thereof which the Company
may be required to pay according to the terms of said Security
and the Indenture referred to therein) at the Paying Agents set
out on the reverse hereof or at such other offices or agencies
(which, except as otherwise provided in the Security to which
this coupon appertains, shall be located outside the United
States of America (including the States and the District of
Columbia), its territories, its possessions and other areas
subject to its jurisdiction (the “United States”)) as
the Company may designate from time to time, at the option of
the Holder, by [United States dollar] check drawn on a bank in
[The City of New York] or by transfer of [United States dollars]
to an account maintained by the payee with a bank located
outside the United States, being [one year’s] interest then
payable on said Security.



		
	 	
	FORD MOTOR CREDIT COMPANY
	 
	 	
	By: 











		
	* 	
	For coupons maturing on or after the date, if any, on which a
	partial redemption of the Securities of the series is possible,
	insert the letter “R” in front of the coupon number.
	The coupon number, amount and due date should appear in the
	right-hand section of the face of the coupon.




D-10








[Reverse of Coupon]



_________________________________________________________*










































		
	* 	
	Insert names and addresses of initial Paying Agents located
	outside the United States.



D-11














EXHIBIT E









[FORMS OF CERTIFICATION]








EXHIBIT E.1



[FORM OF CERTIFICATE TO BE GIVEN BY



PERSON ENTITLED TO RECEIVE BEARER SECURITY




OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE]




CERTIFICATE













[Insert title or sufficient description









of Securities to be delivered]








     
This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our
account (i) are owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is
subject to United States federal income taxation regardless of
its source (“United States person(s)”), (ii) are
owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations
Section 2.165-12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own
account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities
through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise Ford Motor Credit Company
or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and,
in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)), this
is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the
United States or its possessions.







     
As used herein, “United States” means the United
States of America (including the States and the District of
Columbia); and its “possessions” include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.







     
We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification
relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this
certification applies as of such date.







     
This certificate excepts and does not relate to [U.S.$]
                    of
 such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we understand
an exchange for an interest in a Permanent Global Security or an
exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do
so certify.


     
We understand that this certificate may be required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.


E-1-1









		
	


	
	Dated:
	               ,
	      	 
	


	 
	


	
	[To be dated no earlier than the 15th day prior to (i) the
	Exchange Date or (ii) the relevant Interest Payment Date
	occurring prior to the Exchange Date, as applicable]	 
	







		
	 	
	[Name of Person Making Certification]
	 
	 	
	

	 	
	(Authorized Signatory)
	 
	 	
	Name:
	 	
	Title:




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EXHIBIT E.2









[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR













AND CLEARSTREAM LUXEMBOURG IN CONNECTION WITH THE









EXCHANGE OF A PORTION OF A TEMPORARY




GLOBAL SECURITY OR TO OBTAIN




INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE]




CERTIFICATE








[Insert title or sufficient description




of Securities to be delivered]








     
This is to certify that based solely on written certifications
that we have received in writing, by tested telex or by
electronic transmission from each of the persons appearing in
our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”)
substantially in the form attached hereto, as of the date
hereof, [U.S.$]
               principal
 amount of the above-captioned Securities (i) is owned by
person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States
Federal income taxation regardless of its source (“United
States person(s)”), (ii) is owned by United States
person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”)
purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions
and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or
(b), each such financial institution has agreed, on its own
behalf or through its agent, that we may advise Ford Motor
Credit Company or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purposes
of resale during the restricted period (as defined in United
States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect,
that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its
possessions.












     
As used herein, “United States” means the United
States of America (including the States and the District of
Columbia); and its “possessions” include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.







     
We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any
interest) any portion of the temporary global Security
representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and
(ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with
respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no
longer true and cannot be relied upon as of the date hereof.


E-2-1








     
We understand that this certification is required in connection
with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such
proceedings.



		
	


	
	Dated:                ,
	      	 
	


	 
	
	[To be dated no earlier than the Exchange Date or the relevant
	Interest Payment Date occurring prior to the Exchange Date, as
	applicable]	 





		
	 	
	[MORGAN GUARANTY TRUST
	 	
	COMPANY OF NEW YORK,
	 	
	BRUSSELS OFFICE, as
	


	 	
	Operator of the Euroclear System]
	


	


	 	
	[Clearstream Luxembourg]
	


	 
	 	
	By 





E-2-2