<PAGE>

                          FIRST SUPPLEMENTAL INDENTURE

                                       to

                                    INDENTURE
                            dated as of June 29, 1998

                                      among

                            FEDERAL-MOGUL CORPORATION

                                   as Issuer,

                  THE GUARANTORS PARTY HERETO FROM TIME TO TIME

                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee





                            Dated as of June 30, 1998




                                 $1,000,000,000
                          7 1/2% Notes due July 1, 2004
                          7 3/4% Notes due July 1, 2006
                          7 7/8% Notes due July 1, 2010
<PAGE>

     FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 1998 among Federal-Mogul
Corporation,  a Michigan corporation,  as issuer (the "Company"),  the companies
listed on the signature  pages hereto that are  subsidiaries of the Company (the
"Guarantors")  and The Bank of New  York,  a New York  banking  corporation,  as
trustee (the "Trustee").

                                    RECITALS

     The  Company  and the  Guarantors  have  duly  executed  and  delivered  an
Indenture (as such may be amended,  supplemented  or modified from time to time,
the "Indenture") dated as of June 29, 1998, providing for the issuance from time
to time of its unsecured  debentures,  notes or other  evidences of indebtedness
("Securities") to be issued in one or more series.

     The  Company  has  authorized  the  issuance  of three  separate  series of
Securities  designated  as the  Company's  7 1/2% Notes due July 1, 2004 (the "7
1/2% Notes"),  7 3/4 Notes due July 1, 2006 (the "7 3/4% Notes")and 7 7/8% Notes
due July 1, 2010 (the "7 7/8% Notes,"  together  with the 7 1/2% Notes and the 7
3/4% Notes,  the "Notes"),  respectively,  in the aggregate  principal amount of
$250,000,000 in the case of the 7 1/2% Notes,  $400,000,000 in the case of the 7
3/4% Notes, and $350,000,000 in the case of the 7 7/8% Notes,  each series to be
guaranteed by each of the Guarantors, on the terms set forth herein.

     Section 8.1 of the Indenture provides that the Company,  the Guarantors and
the  Trustee  may at any  time  and  from  time to time  enter  into one or more
indentures  supplemental to the Indenture to establish,  among other things, the
form and terms of  Securities  of any series as  permitted by Section 3.1 of the
Indenture.

     All things  necessary  to make this First  Supplemental  Indenture  a valid
agreement of the Company and the Guarantors,  in accordance with its terms, have
been done.

     For and in  consideration  of the premises and the purchase of the Notes by
the Holders  thereof,  it is mutually  covenanted  and agreed as follows for the
equal and ratable benefit of the Holders of the Notes:


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1.  Definitions.  (a) For all purposes of this First Supplemental
Indenture,  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise requires:

     1. the terms defined in this Article have the meanings  assigned to them in
this Article and include the plural as well as the singular;

     2. all other  terms used herein  which are  defined in the Trust  Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     3. all  accounting  terms not  otherwise  defined  herein have the meanings
assigned to them in accordance with generally  accepted  accounting  principles;
and
<PAGE>

     4. the words "herein",  "hereof" and "hereunder" and other words of similar
import  refer to this  First  Supplemental  Indenture  as a whole and not to any
particular Article, Section or other subdivision.

     "Attributable  Debt," when used in  connection  with a Sale and  Lease-Back
Transaction,  shall mean, as of any particular  time, the lesser of (i) the fair
value (as determined by the Board of Directors) of the property  subject to such
arrangement  and (ii) the then present  value  (computed by  discounting  at the
Composite Rate) of the obligation of a lessee for net rental payments during the
remaining  term of any lease in respect of such property  (including  any period
for which such lease has been  extended or may, at the option of the lessor,  be
extended).  The terms "net rental payments" under any lease for any period shall
mean the sum of the rental  payments  required  to be paid in such period by the
lessee thereunder,  not including,  however,  any amounts required to be paid by
such  lessee  (whether  or not  designated  as rental or  additional  rental) on
account of maintenance and repairs, insurance,  taxes, assessments,  water rates
or similar charges required to be paid by such lessee  thereunder or any amounts
required  to be paid by such  lessee  thereunder  contingent  upon the amount of
sales, maintenance and repairs,  insurance,  taxes, assessments,  water rates or
similar charges.

     "Composite  Rate" means,  as of any particular  time, the rate of interest,
per annum,  compounded  semiannually,  equal to the sum of the rates of interest
borne by each of the Securities  outstanding under this Supplemental  Indenture,
as specified on the face of each of the Securities.

     "Consolidated Assets" means the Company's assets,  determined in accordance
with GAAP and consolidated for financial  reporting  purposes in accordance with
GAAP, such assets to be valued at book value.

     "DTC" means The Depositary Trust Company.

     "Funded  Indebtedness"  means  all  Indebtedness  of the  Company  and  its
Restricted Subsidiaries maturing by its terms more than one year after, or which
is renewable or extendable at the option of the Company for a period ending more
than  one  year  after,  the  date as of  which  Funded  Indebtedness  is  being
determined.

     "GAAP" means such  accounting  principles as are generally  accepted in the
United States at the date of the Indenture.

     "Indebtedness"  means, without duplication,  (i) all obligations in respect
of borrowed money or for the deferred  purchase or acquisition price of property
(including all types of real, personal, tangible,  intangible or mixed property)
or  services  (excluding  trade  accounts  payable,  deferred  taxes and accrued
liabilities  which  arise in the  ordinary  course of  business)  which are,  in
accordance with GAAP,  includible as a liability on a balance sheet consolidated
for  financial  reporting  purposes in  accordance  with GAAP,  (ii) all amounts
representing the  capitalization of rental  obligations in accordance with GAAP,
and (iii) all Contingent Obligations with respect to the foregoing; for purposes
of clause (iii), "Contingent Obligation" means, as to any Person, any obligation
of such Person guaranteeing or in effect guaranteeing any Indebtedness,  leases,
dividends or other obligations ("primary  obligations") of any other

                                       3
<PAGE>

Person (the "primary  obligor") in any manner,  whether  directly or indirectly,
including,  without  limitation,  any obligation of such Person,  whether or not
contingent,  (a) to  purchase  any  such  primary  obligation  or  any  property
constituting  direct or  indirect  security  therefor,  (b) to advance or supply
funds (1) for the purchase or payment of any such primary  obligation  or (2) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to maintain  the net worth or solvency of the primary  obligor,  (c) to purchase
property,  securities  or  services  primary  for the  purpose of  assuring  the
beneficiary of any such primary obligation of the ability of the primary obligor
to make payment of such primary  obligation  or (d)  otherwise to assure or hold
harmless  the  beneficiary  of such primary  obligation  against loss in respect
thereof;  provided,  however,  that the term "Contingent  Obligation"  shall not
include the endorsement of instruments for deposit or collection in the ordinary
course of  business.  The term  "Contingent  Obligation"  shall also include the
liability  of a general  partner  in  respect of the  primary  obligations  of a
partnership  in which it is a general  partner.  The  amount  of any  Contingent
Obligation  of a Person shall be deemed to be an amount  equal to the  principal
amount of the primary obligation in respect to which such Contingent  Obligation
is made.

     "Issue Date" means the date of the original issuance of the Notes.

     "Principal  Property"  shall mean the  principal  manufacturing  facilities
owned by the Company or a Restricted  Subsidiary  located in the United  States,
except such as the Board of  Directors,  in its good faith  opinion,  reasonably
determines is not significant to the business,  financial condition and earnings
of the Company and its consolidated  Subsidiaries taken as a whole, as evidenced
by a Board  resolution,  and  except  for (i)  any  and  all  personal  property
including,  without limitation,  (a) motor vehicles and other rolling stock, and
(b) office  furnishings  and  equipment  and  information  and  electronic  data
processing  equipment,  (ii) any property financed through obligations issued by
state,   territory  or  possession  of  the  United  States,  or  any  political
subdivision or instrumentality of the foregoing, or (iii) any real property held
for development or sale.

     "Restricted  Subsidiary"  means any  consolidated  Subsidiary that owns any
Principal Property.

     "Subsidiary"  means a corporation  more than 50% of the outstanding  voting
stock of which is owned,  directly  or  indirectly,  by the Company or by one or
more other  Subsidiaries,  or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors,  whether at all times or only so
long as no  senior  class  of stock  has such  voting  power  by  reason  of any
contingency.

     "Senior  Credit  Agreement"  means the Second  Amended and Restated  Credit
Agreement among Federal-Mogul Corporation, The Chase Manhattan Bank as Agent and
the lenders thereunder, dated as of December 18, 1997, as amended.

     Section  1.2.  Headings.  The Article and Section  headings  herein are for
convenience only and shall not affect the constriction hereof.

                                       4
<PAGE>

     Section 1.3.  Successors  and Assigns.  This First  Supplemental  Indenture
shall be  binding  upon the  Company  and the  Guarantors  and their  respective
successors  and  assigns  and shall  inure to the benefit of the Trustee and the
Holders and, in the event of any transfer or  assignment of rights by any Holder
or the  Trustee,  the rights  and  privileges  conferred  upon that party in the
Indenture  and  this  First  Supplemental  Indenture  and  in  the  Notes  shall
automatically  extend to and be  vested  in such  transferee  or  assignee,  all
subject to the conditions of the Indenture.  This First  Supplemental  Indenture
shall be binding upon the Trustee and its successors and assigns.

     Section 1.4.  Ratification  of Indenture;  Supplemental  Indentures Part of
Indenture.  Except as expressly amended hereby, the Indenture is in all respects
ratified and  confirmed and all the terms,  conditions  and  provisions  thereof
shall remain in full force and effect.  This First Supplemental  Indenture shall
form a part of the  Indenture  for all  purposes,  and  every  Holder  of  Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.

     Section 1.5.  Governing Law. THIS FIRST SUPPLEMENTAL  INDENTURE,  THE NOTES
AND THE  GUARANTEES  SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

     Section  1.6.  Counterparts.  This  First  Supplemental  Indenture  may  be
executed in any number of counterparts and by telecopier, each of which shall be
an original,  but such  counterparts  shall together  constitute but one and the
same instrument.


                                    ARTICLE 2

              SCOPE AND TERMS OF THIS FIRST SUPPLEMENTAL INDENTURE

     Section 2.1. Scope. (a) The changes,  modifications  and supplements to the
Indenture effected by this First Supplemental Indenture shall only be applicable
with  respect  to, and govern the terms of, the Notes  issued by the Company and
guaranteed  by the  Guarantors,  which  shall be limited in  original  aggregate
principal amount to $250,000,000, in the case of the 7 1/2% Notes, $400,000,000,
in the case of the 7 3/4%  Notes,  and  $350,000,000,  in the case of the 7 7/8%
Notes,  and shall not apply to any other Securities that may be issued under the
Indenture unless a supplemental  indenture with respect to such other Securities
specifically incorporates such changes, modifications and supplements.

     (b) Pursuant to this First Supplemental Indenture,  there is hereby created
and designated  three series of Securities  under the Indenture  entitled 7 1/2%
Notes due July 1, 2004,  7 3/4% Notes due July 1, 2006 and 7 7/8% Notes due July
1, 2010. The 7 1/2% Notes, the 7 3/4% Notes and the 7 7/8% Notes shall be in the
forms of  Exhibits  A-1,  A-2 and A-3 hereto,  respectively.  The Notes shall be
guaranteed  by each of the  Guarantors  as  provided  in  such  form  and in the
Indenture.  The Notes shall be issuable as Registered  Securities and shall bear
interest as provided in Exhibits A-1, A-2 and A-3 hereto.

     2.2.  Terms  of the 7 1/2%  Notes.  The 7 1/2%  Notes  shall  have a Stated
Maturity of July 1, 2004. The 7 1/2% Notes shall be issued in  denominations  of
$1,000 and integral  multiples of $1,000.  The 7 1/2% Notes shall bear  interest
from the Issue Date;  the Interest

                                       5
<PAGE>

Payment  Dates for the 7 1/2% Notes  shall be July 1 and January 1 of each year,
commencing  January 1, 1999,  and the Regular  Record Dates with respect to such
Interest  Payment  Dates  shall  be  the  preceding  June  15 and  December  15,
respectively.  The 7 1/2% Notes shall be redeemable as provided in the form of 7
1/2%  Notes  attached  hereto  as  Exhibit  A-1.  The  defeasance  and  covenant
defeasance provisions of Article 4 of the Indenture shall be applicable to the 7
1/2% Notes.  The  covenants  in Article 3 of this First  Supplemental  Indenture
shall be  subject to  covenant  defeasance  as  provided  in Section  4.5 of the
Indenture.

     2.3.  Terms  of the 7 3/4%  Notes.  The 7 3/4%  Notes  shall  have a Stated
Maturity of July 1, 2006. The 7 3/4% Notes shall be issued in  denominations  of
$1,000 and integral  multiples of $1,000.  The 7 3/4% Notes shall bear  interest
from the Issue Date;  the Interest  Payment  Dates for the 7 3/4% Notes shall be
July 1 and January 1 of each year,  commencing  January 1, 1999, and the Regular
Record Dates with respect to such Interest  Payment Dates shall be the preceding
June 15 and December 15,  respectively.  The 7 3/4% Notes shall be redeemable as
provided  in the form of 7 3/4%  Notes  attached  hereto  as  Exhibit  A-2.  The
defeasance  and covenant  defeasance  provisions  of Article 4 of the  Indenture
shall be  applicable  to the 7 3/4% Notes.  The  covenants  in Article 3 of this
First Supplemental Indenture shall be subject to covenant defeasance as provided
in Section 4.5 of the Indenture.

     2.4.  Terms  of the 7 7/8%  Notes.  The 7 7/8%  Notes  shall  have a Stated
Maturity of July 1, 2010. The 7 7/8% Notes shall be issued in  denominations  of
$1,000 and integral  multiples of $1,000.  The 7 7/8% Notes shall bear  interest
from the Issue Date;  the Interest  Payment  Dates for the 7 7/8% Notes shall be
July 1 and January 31 of each year,  commencing January 1, 1999, and the Regular
Record Dates with respect to such Interest  Payment Dates shall be the preceding
June 15 and December 15,  respectively.  The 7 7/8% Notes shall be redeemable as
provided  in the form of 7 7/8%  Notes  attached  hereto  as  Exhibit  A-3.  The
defeasance  and covenant  defeasance  provisions  of Article 4 of the  Indenture
shall be  applicable  to the 7 7/8% Notes.  The  covenants  in Article 3 of this
First Supplemental Indenture shall be subject to covenant defeasance as provided
in Section 4.5 of the Indenture.

     2.5. Payment of Principal and Interest. Principal and interest on the Notes
will be payable, the transfer of the Notes will be registrable and the Notes may
be presented for exchange at the office or agency of the Company  maintained for
such  purpose  (which will  initially  be at the  corporate  trust office of the
Trustee located at c/o The Bank of New York, 101 Barclay  Street,  New York, New
York 10286).  So long as the Notes are represented by Global Notes, the interest
payable on the Notes will be paid to Cede & Co., the nominee of the  Depositary,
or its registered  assigns as the registered owner of such Global Notes, by wire
transfer of immediately  available  funds on each  applicable  Interest  Payment
Date. If any of the Notes are no longer represented by a Global Note, payment of
interest  may,  at the  option of the  Company,  be made by check  mailed to the
address of the person entitled  thereto.  No service change will be made for any
transfer  of exchange  of Notes,  but the  Company may require  payment of a sum
sufficient to cover any tax or other  governmental  charge payable in connection
therewith.

                                       6
<PAGE>

                                    ARTICLE 3

                                    COVENANTS

     Section  3.1.   Limitation  on  Liens.  So  long  as  the  Notes  shall  be
Outstanding,  the  Company  will not create or  assume,  and will not permit any
Restricted Subsidiary to create or assume, any notes, bonds, debentures or other
similar  evidences of  Indebtedness  secured by any mortgage,  pledge,  security
interest or lien (any such  mortgage,  pledge,  security  interest or lien being
referred to herein as a  "Mortgage"  or  "Mortgages")  of or upon any  Principal
Property  owned by the Company or by any  Restricted  Subsidiary or on shares of
capital stock or evidence of Indebtedness of any Restricted Subsidiary,  whether
owned  at the date of the  Indenture  or  thereafter  acquired,  without  making
effective provision,  and the Company in such case will make or cause to be made
effective  provision,  whereby all Notes (together with, if the Company shall so
determine,  any other Indebtedness of the Company or such Restricted Subsidiary,
whether then existing or thereafter  created  which is not  subordinated  to the
Notes)  shall be secured by such a Mortgage  equally and ratably  with (or prior
to) any and all other Indebtedness thereby secured, so long as such Indebtedness
shall be so secured;  provided,  however,  that the foregoing shall not apply to
any of the following:

          (i)  Mortgages  on  any  Principal   Property,   shares  of  stock  of
     Indebtedness  of any  corporation  existing  at the time  such  corporation
     becomes a Subsidiary;

          (ii)  Mortgages  on  any  Principal  Property,   shares  of  stock  or
     Indebtedness  acquired,  constructed  or  improved  by the  Company  or any
     Restricted  Subsidiary after the date of the Indenture which are created or
     assumed prior to, or contemporaneously with, such acquisition, construction
     or  improvement  or within 365 days after the  acquisition,  completion  of
     construction or improvement or commencement of commercial operation of such
     property,  to secure or provide  for the  payment of all or any part of the
     purchase price or the cost of such construction or improvement thereof, or,
     in addition to Mortgages  contemplated by clause (iii) below,  Mortgages on
     any Principal  Property,  shares of stock or  Indebtedness  existing at the
     time of  acquisition  thereof  (including  acquisition  through  merger  or
     consolidation);

          (iii)  Mortgages  on any  Principal  Property  or  shares  of stock or
     Indebtedness  acquired from a corporation  which is merged with or into the
     Company or a Restricted Subsidiary;

          (iv)  Mortgages  on  any  Principal  Property,   shares  of  stock  or
     Indebtedness  to secure  Indebtedness  to the  Company  or to a  Restricted
     Subsidiary;

          (v)  Mortgages  on  any  Principal   Property,   shares  of  stock  or
     Indebtedness  in favor of the United States of America or any State thereof
     or  The  Commonwealth  of  Puerto  Rico,  or  any  department,   agency  or
     instrumentality or political subdivision of the United States of America or
     any State thereof or The  Commonwealth  of Puerto Rico, to secure  partial,
     progress, advance or other payments, or to secure any Indebtedness incurred
     for the  purpose  of  financing  all or any part of the cost of  acquiring,
     constructing  or  improving  any  Principal  Property,  shares  of stock or
     Indebtedness  subject to such

                                       7
<PAGE>

     Mortgages  (including  Mortgages  incurred  in  connection  with  pollution
     control,  industrial  revenue,  Title XI  maritime  financings  or  similar
     financings),  or  other  Mortgages  in  connection  with  the  issuance  of
     tax-exempt industrial revenue bonds;

          (vi) Mortgages existing as of the date of the Indenture;

          (vii) Mortgages for taxes,  assessments or other  government  charges,
     the  validity  of which is being  contested  in good  faith by  appropriate
     proceedings  and  materialmen's,  mechanics' and other like  Mortgages,  or
     deposits to obtain the release of such Mortgages;

          (viii)  Mortgages  created or  deposits  made to secure the payment of
     workers'  compensation claims or the performance of, or in connection with,
     tenders, bids, leases, public or statutory  obligations,  surety and appeal
     bonds, contracts, performance and return-of-money bonds or to secure (or in
     lieu of) surety or appeal bonds and Mortgages  made in the ordinary  course
     of business for similar purposes; and

          (ix) any extension,  renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any Mortgage referred to
     in the foregoing clauses (i) to (viii), inclusive;  provided, however, that
     such extension, renewal or replacement shall be limited to all or a part of
     the property, shares of stock or Indebtedness which secured the Mortgage so
     extended, renewed or replaced (plus improvements on such property).

     Notwithstanding the foregoing, the Company or any Restricted Subsidiary may
create or assume  Mortgages in addition to those  permitted  by the  immediately
preceding paragraph, and renew, extend or create such Mortgages,  provided, that
at the time of such  creation,  assumption,  renewal or  replacement,  and after
giving effect thereto,  the aggregate  amount of all  Indebtedness so secured by
such a Mortgage  as  provided  above (not  including  Indebtedness  excluded  as
provided in clauses (i) through (ix) of the  immediately  preceding  paragraph),
plus all  Attributable  Debt of the Company and its Restricted  Subsidiaries  in
respect of Sale and Lease-Back Transactions (defined in Section 3.2 below) which
would not be permitted by either clause (i) or (ii) of the first paragraph under
Section 3.2 below, would not exceed 20% of Consolidated Assets.

     Section 3.2. Limitation on Sale and Lease-Back Transactions. So long as the
Notes  shall be  Outstanding,  the  Company  will not,  nor will it  permit  any
Restricted Subsidiary to, enter into any arrangement with any Person (other than
the  Company or any  Restricted  Subsidiary)  providing  for the  leasing by the
Company  or a  Restricted  Subsidiary  of any  Principal  Property  owned by the
Company or such Restricted  Subsidiary (except for leases for a term of not more
than three years),  which  property has been or is to be sold or  transferred by
the Company or such Restricted Subsidiary to such person on the security of such
Principal  Property  more than 365 days  after the  acquisition  thereof  or the
completion of construction and  commencement of full operation  thereof (a "Sale
and Lease-Back  Transaction"),  unless either (i) the Company or such Restricted
Subsidiary  would be  entitled  pursuant  to Section  3.1 to incur  Indebtedness
secured by a  Mortgage  on the  Principal  Property  to be leased  back equal in
amount  to the  Attributable  Debt  with  respect  to such  Sale and  Lease-Back
Transaction  without equally

                                       8
<PAGE>

and ratably  securing the Notes, or (ii) the Company shall, and in any such case
the Company covenants that it will, apply or cause to be applied an amount equal
to the greater of the net proceeds or the fair value (as determined by the Board
of  Directors  of the  Company)  of the  property  so  sold to the  purchase  of
Principal  Property or to the retirement (other than any mandatory  retirement),
within  365  days  of  the  effective  date  of any  such  Sale  and  Lease-Back
Transaction, of Notes or other Funded Indebtedness;  provided, however, that any
such  retirement of Notes shall be made in accordance  with the  Indenture;  and
provided,  further, that the amount to be applied to such retirement of Notes or
other Funded  Indebtedness shall be reduced by an amount equal to the sum of (a)
an amount equal to the principal  amount of any Notes delivered  within 365 days
after the effective date of such Sale and Lease-Back  Transaction to the Trustee
for retirement and  cancellation,  and (b) the principal  amount of other Funded
Indebtedness  voluntarily  retired by the Company  within such  365-day  period,
excluding,  in each case,  retirements  pursuant to  mandatory  sinking  fund or
prepayment provisions and payments at Maturity.

          Notwithstanding the foregoing,

          (i) the Company or any  Restricted  Subsidiary may enter into Sale and
     Lease-Back  Transactions  in addition to any  permitted by the  immediately
     preceding paragraph and without any obligation to retire any Notes or other
     Indebtedness;  provided,  that at the time of  entering  into such Sale and
     Lease-Back  Transaction and after giving effect thereto,  Attributable Debt
     resulting  from such Sale and  Lease-Back  Transaction,  plus the aggregate
     amount  of  all   Indebtedness   secured  by  a  Mortgage  (not   including
     Indebtedness excluded as provided in clauses (i) through (ix) under Section
     3.1 above), does not exceed 20% of Consolidated Assets; and

          (ii) the Company or any Restricted  Subsidiary may, at any time, enter
     into a Sale and  Lease-Back  Transaction  with respect to any or all of the
     following  properties:  its plant located in  Mooresville,  Indiana and its
     Precision Forged Products Division facilities located in Gallipolis,  Ohio;
     Plymouth, Michigan; and Romulus, Michigan.


                                    ARTICLE 4

                               BOOK-ENTRY SECURITY

     Section 4.1. The Notes will be Registered Securities  represented by one or
more securities in global form that will be deposited with, or on behalf of, DTC
in its  capacity as  Depositary  and  registered  in the name of Cede & Co., the
nominee of DTC. Unless and until exchanged in whole or in part for a certificate
issued in definitive  registered form, the global security or securities may not
be  transferred  except  as a whole (i) by DTC to a  nominee  of DTC,  (ii) by a
nominee  of DTC to DTC or  another  nominee  of DTC or  (iii) by DTC or any such
nominee to a successor Depositary or a nominee of such successor Depositary.

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

                                       9
<PAGE>

                                 FEDERAL-MOGUL CORPORATION

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

                                 FEDERAL-MOGUL DUTCH HOLDINGS INC.,
                                 as Guarantor

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

                                 FEDERAL-MOGUL GLOBAL INC., as Guarantor

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

                                 FEDERAL-MOGUL U.K. HOLDINGS INC.,
                                 as Guarantor

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

                                 CARTER AUTOMOTIVE COMPANY, INC.,
                                 as Guarantor

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

                                 FEDERAL MOGUL VENTURE CORPORATION,
                                 as Guarantor

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

                                       10
<PAGE>

                                 FEDERAL-MOGUL WORLD WIDE, INC.,
                                 as Guarantor

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

                                 FEDERAL-MOGUL GLOBAL PROPERTIES, INC.,
                                 as Guarantor

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

                                 FELT PRODUCTS MFG. CO., as Guarantor

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

                                 FEL-PRO MANAGEMENT CO., as Guarantor

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

                                 FEL-PRO CHEMICAL PRODUCTS L.P.,
                                 as Guarantor

                                 by:  FEL-PRO MANAGEMENT CO., as General Partner

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

                                       11
<PAGE>

                                 THE BANK OF NEW YORK, as Trustee

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




                                       12