<PAGE>
                                                                     EXHIBIT 4.2

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                               FORD MOTOR COMPANY

                                   as Sponsor,

                               JPMORGAN CHASE BANK

                              as Property Trustee,

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION

                              as Delaware Trustee,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          Dated as of January 30, 2002

                       FORD MOTOR COMPANY CAPITAL TRUST II


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page(s)
                                                                                                              -------
<S>                                                                                                           <C>
Article I DEFINED TERMS.............................................................................................2

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

Article II ESTABLISHMENT OF THE TRUST..............................................................................11

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

Article III PAYMENT ACCOUNT........................................................................................19

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

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

         Section 4.01  Distributions...............................................................................19
         Section 4.02  Optional Redemption, Mandatory Redemption and Special Event Redemption......................20
         Section 4.03  Conversion..................................................................................22
         Section 4.04  Subordination of Common Securities..........................................................24
         Section 4.05  Payment Procedures..........................................................................25
         Section 4.06  Tax Returns and Reports.....................................................................25
         Section 4.07  Payment of Taxes, Duties, Etc. of the Trust.................................................25
         Section 4.08  Payments under Indenture....................................................................26

Article V TRUST SECURITIES CERTIFICATES............................................................................26

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

<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 5.07  Access to List of Securityholders' Names and Addresses......................................29
         Section 5.08  Maintenance of Office or Agency.............................................................30
         Section 5.09  Appointment of Paying Agent.................................................................30
         Section 5.10  Ownership of Common Securities by Sponsor...................................................31
         Section 5.11  Global Certificates; Non-Global Certificates; Common Securities Certificate.................31
         Section 5.12  Notices to Clearing Agency..................................................................32
         Section 5.13  Definitive Preferred Securities Certificates................................................33
         Section 5.14  Rights of Securityholders...................................................................33

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

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

Article VII REPRESENTATIONS AND WARRANTIES.........................................................................38

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

Article VIII THE TRUSTEES..........................................................................................40

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


<PAGE>

<TABLE>
<S>                                                                                                             <C>
Article IX TERMINATION, LIQUIDATION AND MERGER.....................................................................53

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

Article X MISCELLANEOUS PROVISIONS.................................................................................57

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


EXHIBITS

Exhibit A  -  Common Securities Certificate

Exhibit B  -  Preferred Securities Certificate

Exhibit C  -  Notice of Conversion


<PAGE>

                      FORD MOTOR COMPANY CAPITAL TRUST II*

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

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                             DECLARATION SECTION
<S>                                                     <C>
Section 310     (a)(1)                                         8.7

                (a)(2)                                         8.7

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

                (b)                                            8.8

Section 311     (a)                                            8.12

                (b)                                            8.12

Section 312     (a)                                            5.7

                (b)                                            5.7

                (c)                                            5.7

Section 313     (a)                                            8.13(a)

                (c)                                            10.8

                (d)                                            8.13(c)

                (a)(4)                                         8.13(b)

                (b)                                            8.13(b)

Section 314     (a)                                            8.14

                (b)                                            Not Applicable

                (c)(1)                                         8.15

                (c)(2)                                         8.15
</TABLE>


<PAGE>

<TABLE>
<S>                                                     <C>
                (c)(3)                                        Not Applicable

                (d)                                           Not Applicable

                (e)                                           1.1, 8.15

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

                (b)                                           8.2, 10.8

                (c)                                           8.1(a)

                (d)                                           8.1, 8.3

                (e)                                           Not Applicable

Section 316     (a)                                           Not Applicable

                (a)(1)(A)                                     Not Applicable

                (a)(1)(B)                                     Not Applicable

                (a)(2)                                        Not Applicable

                (b)                                           Not Applicable

                (c)                                           6.7

Section 317     (a)(1)                                        Not Applicable

                (b)                                           5.9

Section 318     (a)                                           10.10

</TABLE>

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



<PAGE>

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

                              W I T N E S S E T H:

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

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

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

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

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

<PAGE>


                                   ARTICLE I

                                  DEFINED TERMS

                  Section 1.01 Definitions

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

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

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

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

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

                  "Act" has the meaning specified in Section 6.08.

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

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

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

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


                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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



                                      -3-
<PAGE>

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

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

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

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

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

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

                  "Common Securities Purchase Agreement" means the Common
Securities Purchase Agreement, dated as of January 30, 2002, between the Trust
and the Sponsor.

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

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

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

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

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

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

                  "Current Market Price", with respect to Common Stock, means,
on any day, the closing sale price, regular way, on such day or, in case no such
sale takes place on such day, the



                                      -4-
<PAGE>

average of the reported closing bid and asked prices, regular way, in each case
on the New York Stock Exchange, or, if Common Stock is not then listed or
admitted to trading on the New York Stock Exchange on such day, the principal
national securities exchange or quotation system on which Common Stock is quoted
or listed or admitted to trading or, if not quoted or listed or admitted to
trading on any national securities exchange or quotation system, the average of
the closing bid and asked prices of Common Stock on the over-the-counter market
on the day in question as reported by the National Quotation Bureau
Incorporated, or a similar generally accepted reporting service or, if not so
available in such manner as furnished by any New York Stock Exchange member firm
selected from time to time by the Board of Directors for that purpose or, if not
so available in such manner, as otherwise determined in good faith by the Board
of Directors.

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

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

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

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

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

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

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

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

                  "Delaware Trustee" means the Person identified as the
"Delaware Trustee" in the preamble to this Declaration solely in its capacity as
Delaware Trustee of the Trust continued



                                      -5-
<PAGE>

hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware trustee appointed as herein provided.

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

                  "Distribution Date" has the meaning specified in Section
4.01(a).

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

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

                  "Event of Default" means the occurrence of a Debenture Event
of Default, whatever the reason for such Debenture Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

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

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

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

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

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

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

                  "Like Amount" means (a) with respect to a redemption of any
Trust Securities, Trust Securities having an aggregate Liquidation Amount equal
to the principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture, the proceeds of which will be used to pay the
applicable Redemption Price of such Trust Securities, (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Trust, Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Trust Securities of the Holder
to whom such Debentures are distributed, and (c) with respect to any
distribution of Additional Amounts to Holders of Trust Securities, Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.



                                      -6-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                      -7-
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>
                               Year                           Redemption Price
                               ----                           ----------------
<S>                                                           <C>
                               2007                               103.26%
                               2008                               102.60%
                               2009                               101.96%
                               2010                               101.30%
                               2011                               100.66%
                               2012 and thereafter                100.00%
</TABLE>

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

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

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

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

                  (b)   Trust Securities for whose payment or redemption money
                        in the necessary amount has been theretofore deposited
                        with the Property Trustee or any Paying Agent for the
                        Holders of such Trust Securities; provided that, if such
                        Trust Securities are to be redeemed, notice of such
                        redemption has been duly given pursuant to this
                        Declaration; and



                                      -8-
<PAGE>

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

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

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

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

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

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

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

                  "Preferred Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount with respect to the assets
of the Trust of $50 and having the


                                      -9-
<PAGE>

rights provided therefor in this Declaration, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

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

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

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

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 5.04.

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

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

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

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

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

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

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

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

                  "Trust Property" means (a) the Debentures, (b) any cash on
deposit in, or owing to, the Payment Account and (c) all proceeds and rights in
respect of the foregoing to be held by the Property Trustee pursuant to the
terms of this Declaration for the benefit of the Securityholders.



                                      -10-
<PAGE>

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

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

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

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

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

                  Section 2.01 Name

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

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

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

                  Section 2.03 Organizational Expenses

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

                  Section 2.04 Issuance of the Preferred Securities

                  On January 24, 2002, the Sponsor, both on its own behalf and
on behalf of the Trust, pursuant to the Original Declaration, executed and
delivered the Underwriting Agreement, which action is hereby ratified and
confirmed on behalf of the Trust. The Administrative Trustees shall, on behalf
of the Trust, issue Preferred Securities having such terms as are set forth in
this Declaration. On the Closing Date, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.02 one or more permanent
Global Certificates in definitive, fully registered form which shall be
delivered to the Clearing Agency or a nominee thereof or a



                                      -11-
<PAGE>

custodian therefor and registered in the name of the Clearing Agency or a
nominee thereof, in an aggregate amount sold as provided in the Underwriting
Agreement, against receipt of the purchase price of such Preferred Securities of
$50 per Preferred Security, which amount the Administrative Trustees shall
promptly deliver to the Property Trustee. The number of Preferred Securities
represented by a Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Property Trustee, as
Security Registrar, whereupon the Property Trustee, in accordance with
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records as hereinafter
provided.

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

                  On the Closing Date, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.02 and deliver to the
Sponsor a single Common Securities Certificate registered in the name of the
Sponsor, in the aggregate amount acquired by the Sponsor on the Closing Date
pursuant to the Common Securities Purchase Agreement against receipt of the
purchase price of such Common Securities from the Sponsor in the amount of $50
per Common Security, which amount the Administrative Trustees shall promptly
deliver to the Property Trustee. In the event the purchase price for the Common
Securities acquired by the Sponsor on the Closing Date as herein provided is not
an integral multiple of $50, a fractional Common Security will be issued.
Contemporaneously therewith, the Administrative Trustees, on behalf of the
Trust, shall on the Closing Date subscribe to and purchase from the Sponsor the
Debentures, registered in the name of the Property Trustee (in its capacity as
such) and having an aggregate principal amount equal to the aggregate
Liquidation Amount of Preferred Securities and Common Securities acquired on the
Closing Date and, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Sponsor the sum
of the amounts delivered on the Closing Date to the Property Trustee pursuant to
(i) the third sentence of Section 2.04, and (ii) the first sentence of this
Section 2.05.

                  Section 2.06 Declaration of Trust

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, (b) to distribute the Trust's income as provided in this
Declaration and (c) to engage in only those other activities necessary or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust. The Sponsor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent expressly set forth herein,
and the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be



                                      -12-
<PAGE>

one of the Trustees of the Trust for the sole and limited purpose of fulfilling
the requirements of Section 3807 of the Delaware Business Trust Act and shall
not be entitled to exercise any powers or have any of the duties and
responsibilities of the Administrative Trustees or the Property Trustee
described in this Declaration.

                  Section 2.07 Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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

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



                                      -13-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                      -14-
<PAGE>

                          interests of Securityholders except as otherwise
                          provided in Section 10.02(a).

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

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

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

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

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

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

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

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

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

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

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

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

                  (b) So long as this Declaration remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as



                                      -15-
<PAGE>

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

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

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

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

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

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

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



                                      -16-
<PAGE>

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

                  Section 2.08 Assets of the Trust

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

                  Section 2.09 Title to Trust Property

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

                  Section 2.10 Responsibilities of the Sponsor

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

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

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

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



                                      -17-
<PAGE>

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

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

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

                  Section 2.11 Certain Covenants of the Sponsor

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

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

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

                  Section 2.12 Guarantee of Payment of Trust Obligations

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

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

                  (c) The agreement of the Sponsor set forth in Section 2.12(a)
shall terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all Holders
of all the Preferred Securities (whether upon redemption, liquidation, exchange
or otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that such agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any Holder of Preferred
Securities or any



                                      -18-
<PAGE>

Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee or under this Declaration
for any reason whatsoever. Such agreement is continuing, irrevocable,
unconditional and absolute.

                  Section 2.13 Execution of Documents

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

                                  ARTICLE III

                                 PAYMENT ACCOUNT

                  Section 3.01 Payment Account

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

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

                                   ARTICLE IV

                 DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

                  Section 4.01 Distributions

                  (a) Distributions on the Trust Securities shall be cumulative,
and shall accrue from the date of original issuance, or the most recent
Distribution Date (as defined herein) and, except in the event that the Sponsor
exercises its right to defer the payment of interest on the Debentures pursuant
to the Debentures, shall be payable quarterly in arrears on January 15, April
15, July 15 and October 15 of each year, commencing on April 15, 2002 (which
dates correspond to the interest payment dates on the Debentures), when, as and
if available for payment by the Property Trustee, as further described in
Section 4.01(c). In the event that the Sponsor exercises its right to defer the
payment of interest on the Debentures pursuant to the Debentures, Distributions
on the Trust Securities shall be deferred for a corresponding period



                                      -19-
<PAGE>

and shall be payable in arrears on the date of the corresponding interest
payment on the Debentures, when, as and if available for payment by the Property
Trustee, as further described in Section 4.01(c). If any date on which
Distributions are otherwise payable on the Trust Securities is not a Business
Day, then the payment of such Distributions shall be made on the next succeeding
day which is a Business Day (and no interest shall accrue for the period from
and after such date until the next succeeding Business Day) with the same force
and effect as if made on such date (each date on which Distributions are payable
in accordance with this Section 4.01(a), a "Distribution Date").

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

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

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

                  Section 4.02 Optional Redemption, Mandatory Redemption and
Special Event Redemption

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

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

                      (i) the Redemption Date;



                                      -20-
<PAGE>

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

                      (iii) the CUSIP number;

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

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

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

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

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

                  (d) If the Property Trustee gives a notice of redemption
pursuant to Section 4.02(b) in respect of any Preferred Securities, then, by
12:00 noon, New York City time, on the Redemption Date, subject to Section
4.02(c), the Property Trustee will irrevocably deposit with the Paying Agent for
the Preferred Securities funds sufficient to pay the applicable Redemption Price
or Optional Redemption Price, as the case may be, on such Preferred Securities
and will give the Paying Agent irrevocable instructions and authority to pay the
applicable Redemption Price or the Optional Redemption Price, as the case may
be, to the Clearing Agency or, if the Preferred Securities are no longer in
book-entry only form, to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Trust Securities called for redemption
shall be payable to the Holders of such Trust Securities as they appear on the
Security Register for the Trust Securities on the relevant record dates for the
related Distribution Dates. If notice of redemption shall have been given and
funds deposited as required, then, upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,



                                      -21-
<PAGE>

except the right of such Securityholders to receive the Redemption Price or the
Optional Redemption Price, as the case may be, but without interest on such
Optional Redemption Price or Redemption Price, and such Trust Securities will
cease to be Outstanding. In the event that any date on which any Redemption
Price or the Optional Redemption Price, as the case may be, is payable is not a
Business Day, then payment of the Redemption Price or the Optional Redemption
Price, as the case may be, payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date.

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

                  Section 4.03 Conversion

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



                                      -22-
<PAGE>

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

                  (b) In order to convert Trust Securities into Common Stock,
         the Holder of such Trust Securities shall submit to the Conversion
         Agent an irrevocable Notice of Conversion to convert Trust Securities
         on behalf of such Holder, together, if the Trust Securities are in
         certificated form, with such certificates. The Notice of Conversion
         shall (x) set forth the number of Trust Securities to be converted and
         the name or names, if other than the Holder, in which the shares of
         Common Stock should be issued and (y) direct the Conversion Agent (a)
         to exchange such Trust Securities for a portion of the Debentures held
         by the Property Trustee (at the rate of exchange specified in the
         preceding paragraph (a)) and (b) to immediately convert such
         Debentures, on behalf of such Holder, into Common Stock (at the
         conversion rate specified in the preceding paragraph (a)). The
         Conversion Agent shall notify the Property Trustee in writing of the
         Holder's election to exchange Trust Securities for a portion of the
         Debentures held by the Property Trustee and the Property Trustee shall,
         upon receipt of such notice, deliver to the Conversion Agent the
         appropriate principal amount of Debentures for exchange in accordance
         with this Section. The Conversion Agent shall thereupon notify the
         Sponsor of the Holder's election to convert such Debentures into shares
         of Common Stock. Holders of Trust Securities at the close of business
         on a Distribution payment record date will be entitled to receive the
         Distribution paid on such Trust Securities on the corresponding
         Distribution Date notwithstanding the conversion of such Trust
         Securities following such record date but prior to such Distribution
         Date; provided, however, that each Holder of Trust Securities to be
         exchanged for Debentures to be converted into Common Stock (other than
         a Trust Security called for redemption on a Redemption Date occurring
         after such record date and prior to such Distribution Date) shall
         deliver to the Property Trustee, for subsequent payment to the
         Conversion Agent in connection with the exchange and conversion of such
         Trust Securities, an amount equal to such Distribution payable on such
         Trust Securities on such Distribution Date. The Property Trustee shall
         have no liability to any Person with respect to the failure by any
         Holder of a Trust Security to deliver such amount to the Property
         Trustee. Except as provided above, neither the Trust nor the Sponsor
         will make, or be required to make, any payment, allowance or adjustment
         upon any conversion on account of any accumulated and unpaid
         Distributions whether or not in arrears accrued on the Trust Securities
         surrendered for conversion, or on account of any accumulated and unpaid
         dividends on the shares of Common Stock issued upon such conversion.
         Trust Securities shall be deemed to have been converted immediately
         prior to the close of business on the day on which an irrevocable
         Notice of Conversion relating to such Trust Securities is received by
         the Conversion Agent in accordance with the foregoing provision (the
         "Conversion Date"). The Person or Persons entitled to receive the
         Common Stock issuable upon conversion of the Debentures shall be
         treated for all purposes as the record holder or holders of such Common
         Stock on the Conversion Date, unless the stock transfer books of the
         Sponsor




                                      -23-
<PAGE>

         shall be closed on the Conversion Date in which event such Person or
         Persons shall be deemed to have become such holder or holders of record
         at the close of business on the next succeeding day on which such stock
         transfer books are open. As promptly as practicable on or after the
         Conversion Date, the Sponsor shall issue and deliver, or shall cause to
         be issued and delivered, at the office of the Conversion Agent a
         certificate or certificates for the number of full shares of Common
         Stock issuable upon such conversion, together with the cash payment, if
         any, in lieu of any fraction of any share pursuant to Section 4.03(d)
         to the Person or Persons entitled to receive the same, unless otherwise
         directed by the Holder in the Notice of Conversion, and the Conversion
         Agent shall distribute such certificate or certificates and cash to
         such Person or Persons.

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

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

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

                  Section 4.04 Subordination of Common Securities

                  Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price (or the applicable Optional Redemption
Price) of, the Trust Securities, as applicable, shall be made pro rata based on
the Liquidation Amount of such Trust Securities; provided, however, that if on
any Distribution Date or Redemption Date an Event of Default shall have occurred
and be continuing, (i) no payment of any Distribution (including Additional
Amounts, if applicable) on, or the Redemption Price of, any Common Security, and
no other payment on account of the redemption, liquidation or other acquisition
of Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all



                                      -24-
<PAGE>

Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price (or the applicable Optional Redemption Price) the full
amount of such Redemption Price (or applicable Optional Redemption Price) on all
Outstanding Preferred Securities then called for redemption, shall have been
made or provided for, and (ii) all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (or the applicable Additional Amounts, if applicable) on, or the
Redemption Price (or the applicable Optional Redemption Price) of, Preferred
Securities then due and payable.

                  Section 4.05 Payment Procedures

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

                  Section 4.06 Tax Returns and Reports

                  The Administrative Trustees shall prepare (or cause to be
prepared), at the Sponsor's expense, and file (or cause to be filed) all United
States federal, state and local tax and information returns and reports required
to be filed by or in respect of the Trust. In this regard, the Administrative
Trustees shall (a) prepare and file (or cause to be prepared or filed) Form 1041
or the appropriate Internal Revenue Service form required to be filed in respect
of the Trust in each taxable year of the Trust and (b) prepare and furnish (or
cause to be prepared and furnished) to each Securityholder a Form 1099 or the
appropriate Internal Revenue Service form required to be furnished to such
Securityholder or the information required to be provided on such form. The
Administrative Trustees shall provide (or cause to be provided) the Sponsor and
the Property Trustee with a copy of all such returns, reports and schedules
promptly after such filing or furnishing. The Trustees shall comply with United
States federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities. To the extent that the Trust is required to withhold and pay
over any amounts to any authority with respect to Distributions or allocations
to any Holder, the amount withheld shall be deemed to be a distribution in the
amount of the withholding to the Holder. In the event of any claimed over
withholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Trust may reduce subsequent Distributions by the amount
of such withholding (but not by the amount of any liability imposed on the Trust
as withholding agent).

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

                  Upon receipt under the Debentures of Additional Sums, the
Property Trustee, upon receipt of written notice and direction from the Sponsor
or the Administrative Trustees,



                                      -25-
<PAGE>

shall promptly pay from such Additional Sums any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes), as indicated in
such notice, imposed on the Trust by the United States or any other taxing
authority.

                  Section 4.08 Payments under Indenture

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

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

                  Section 5.01 Initial Ownership

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

                  Section 5.02 The Trust Securities Certificates

                  The Preferred Securities Certificates shall be issued in
minimum denominations of $50 Liquidation Amount and integral multiples of $50 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $50 Liquidation Amount and integral multiples thereof (provided
that if a fractional Common Security is issued pursuant to Section 2.05, a
Common Securities Certificate will be issued that will represent such fractional
Common Security). The consideration received by the Trust for the issuance of
the Trust Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust. The Trust Securities Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of at
least one Administrative Trustee and the Preferred Securities Certificates shall
be authenticated by the Property Trustee. Trust Securities Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Trust, shall be validly issued and entitled to the benefit of this Declaration,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

                  Section 5.03 Delivery of Trust Securities Certificates

                  (a) On the Closing Date, the Administrative Trustees shall
cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in Sections 2.04 and 2.05, to be executed on behalf of the Trust and
delivered, without further corporate action by the



                                      -26-
<PAGE>

Sponsor, in authorized denominations. A Common Securities Certificate shall not
be valid until executed by at least one Administrative Trustee. A Preferred
Securities Certificate shall not be valid until executed by at least one
Administrative Trustee and authenticated by the manual signature of an
authorized signatory of the Property Trustee. The manual signature of the
Property Trustee shall be conclusive evidence that the Preferred Securities
Certificate has been authenticated under this Declaration. Upon a written order
of the Trust signed by one Administrative Trustee, the Property Trustee shall
authenticate the Preferred Securities Certificates for original issue. The
signature of any Administrative Trustee on the Trust Securities Certificates may
be manual or facsimile.

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

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

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

                  All Preferred Securities Certificates issued upon any
registration of transfer or exchange of Preferred Securities Certificates shall
be the valid obligations of the Trust,



                                      -27-
<PAGE>

evidencing the same rights, and entitled to the same benefits under this
Declaration, as the Preferred Securities Certificates surrendered upon such
registration of transfer or exchange.

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

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

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

                      (i) Non-Global Certificate to Global Certificate. If the
         Holder of a Preferred Securities Certificate (other than a Global
         Certificate) wishes at any time to transfer all or any portion of such
         Preferred Securities Certificate to a Person who wishes to take
         delivery thereof in the form of a beneficial interest in a Global
         Certificate, such transfer may be effected only in accordance with the
         provisions of this Section 5.4(b)(i) and Section 5.13 and subject to
         the Applicable Procedures. Upon receipt by the Security Registrar of
         (A) such Preferred Securities Certificate and instructions satisfactory
         to the Security Registrar directing that a beneficial interest in the
         Global Certificate of a specified number of Preferred Securities not
         greater than the number of Preferred Securities represented by such
         Preferred Securities Certificate be credited to a specified Clearing
         Agency Participant's account, then the Security Registrar shall cancel
         such Preferred Securities Certificate (and issue a new Preferred
         Securities Certificate in respect of any untransferred portion thereof)
         and increase the aggregate Liquidation Amount of the Global Certificate
         by the Liquidation Amount represented by such Preferred Securities so
         transferred as provided in Section 5.11; provided that if a Global
         Certificate is not then outstanding, an Administrative Trustee on
         behalf of the Trust may issue and the Property Trustee may authenticate
         a new Global Certificate equal to the principal amount of such
         Definitive Preferred Securities Certificates to be so exchanged as
         provided in Section 5.11.

                      (ii) Non-Global Certificate to Non-Global Certificate. A
         Preferred Securities Certificate that is not a Global Certificate may
         be transferred, in whole or in



                                      -28-
<PAGE>

         part, to a Person who takes delivery in the form of another Preferred
         Securities Certificate that is not a Global Certificate as provided in
         Section 5.04(a).

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

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

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

                  Section 5.06 Persons Deemed Securityholders

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

                  Section 5.07 Access to List of Securityholders' Names and
Addresses

                  The Administrative Trustees or the Sponsor shall furnish or
cause to be furnished (unless the Property Trustee is acting as Security
Registrar with respect to the Trust Securities under the Declaration) a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Securityholders as of the most recent record date (a) to the
Property Trustee, quarterly at least 5 Business Days before each Distribution
Date, and (b) to the Property Trustee, within 30 days after receipt by the
Sponsor of a request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Declaration, in each
case to the extent such information is in the possession or control of the
Administrative Trustees or the Sponsor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Security Registrar. The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Declaration
or under the Trust Securities, and the corresponding rights of the Trustee



                                      -29-
<PAGE>

shall be as provided in the Trust Indenture Act, except to the extent Section
3819 of the Delaware Business Trust Act would require greater access to such
information, in which case the latter shall apply. Each Holder, by receiving and
holding a Trust Securities Certificate, and each Owner shall be deemed to have
agreed not to hold the Sponsor, the Property Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

                  Section 5.08 Maintenance of Office or Agency

                  The Security Registrar shall maintain in Jersey City, New
Jersey an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer, exchange or
conversion and where notices and demands to or upon the Trustees in respect of
the Trust Securities Certificates may be served. The Security Registrar
initially designates 525 Washington Boulevard, 3rd Floor, Jersey City, New
Jersey 07130, Attention: Transfer Department, as its corporate trust office for
such purposes. The Security Registrar shall give prompt written notice to the
Sponsor and to the Securityholders of any change in the location of the Security
Register or any such office or agency.

                  Section 5.09 Appointment of Paying Agent

                  The Trust shall maintain an office or agency (the "Paying
Agent") where the Preferred Securities may be presented for payment, which shall
initially be in Jersey City, New Jersey. The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making the Distributions referred to
above. The Administrative Trustees may revoke such power and remove the Paying
Agent for any reason, including if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Declaration in any material respect. The Property Trustee shall have
no duty to monitor or oversee any of the activities of any Paying Agent (other
than itself), including but not limited to any withdrawals from the Payment
Account, and the Property Trustee shall be fully protected and shall incur no
liability in connection with any action or omission of any such Paying Agent.
The Paying Agent shall initially be EquiServe Trust Company, N.A., and any
co-paying agent chosen by the Administrative Trustees and the Sponsor in their
sole discretion. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Property Trustee and the
Sponsor. In the event that EquiServe Trust Company, N.A. shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor that is
reasonably acceptable to the Property Trustee and the Sponsor to act as Paying
Agent (which shall be a bank or trust company). Each successor Paying Agent or
any additional Paying Agent shall agree with the Trustees that, as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Securityholders in trust for the benefit of
the Securityholders entitled thereto until such sums shall be paid to each
Securityholder. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property



                                      -30-
<PAGE>

Trustee shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.

                  Section 5.10 Ownership of Common Securities by Sponsor

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

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

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

                  (b) If a Global Certificate is to be exchanged for one or more
Definitive Preferred Securities Certificates or canceled in whole, it shall be
surrendered by or on behalf of the Clearing Agency, its nominee or custodian to
the Security Registrar, for exchange or cancellation as provided in this Article
V. If any Global Certificate is to be exchanged for Definitive Preferred
Securities Certificates or canceled in part, or if a Definitive Preferred
Securities Certificate is to be exchanged in whole or in part for a beneficial
interest in any Global Certificate, in each case, as provided in Section 5.04,
then either (i) such Global Certificate shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the Liquidation Amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, or equal to the principal amount of such
Definitive Preferred Security Certificates to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Security Registrar, whereupon the Property Trustee, in
accordance with the Applicable Procedures, shall instruct the Clearing Agency or
its authorized representative to make a corresponding adjustment to its records.
If at any time the Holder of a Definitive Preferred Securities Certificate
wishes to transfer all or any portion of such Definitive Preferred Securities
Certificate to a Person who



                                      -31-
<PAGE>

wishes to take delivery thereof in the form of a beneficial interest in a Global
Certificate, as provided in Section 5.04, a Global Certificate is not then
outstanding, an Administrative Trustee on behalf of the Trust may issue and the
Property Trustee may authenticate a new Global Certificate equal to the
principal amount of such Definitive Preferred Securities Certificates to be so
exchanged. Upon any such surrender or adjustment of a Global Certificate, the
Property Trustee shall, subject to Section 5.04 and as otherwise provided in
this Article V, authenticate and deliver any Definitive Preferred Securities
Certificates issuable in exchange for such Global Certificate (or any portion
thereof) to or upon the order of, and registered in such names as may be
directed by, the Clearing Agency or its authorized representative.

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

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

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

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

                  Section 5.12 Notices to Clearing Agency

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



                                      -32-
<PAGE>

                  Section 5.13 Definitive Preferred Securities Certificates

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

                  Section 5.14 Rights of Securityholders

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



                                      -33-
<PAGE>

                                   ARTICLE VI

                    ACT OF SECURITYHOLDERS; MEETINGS; VOTING

                  Section 6.01 Limitations on Voting Rights

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

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

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



                                      -34-
<PAGE>

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

                  Section 6.02 Notice of Meetings

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

                  Section 6.03 Meetings of Preferred Securityholders

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

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

                  Section 6.04 Voting Rights

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

                  Section 6.05 Proxies, Etc.

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



                                      -35-
<PAGE>

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

                  Section 6.06 Securityholder Action by Written Consent

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

                  Section 6.07 Record Date for Voting and Other Purposes

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

                  Section 6.08 Acts of Securityholders

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

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



                                      -36-
<PAGE>

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

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

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

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

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

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



                                      -37-
<PAGE>

                  Section 6.09 Inspection of Records

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

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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



                                      -38-
<PAGE>

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

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

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

                  Section 7.02 Representations and Warranties of Sponsor

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

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

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



                                      -39-
<PAGE>

                                  ARTICLE VIII

                                  THE TRUSTEES

                  Section 8.01 Certain Duties and Responsibilities

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

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



                                      -40-
<PAGE>

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

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

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

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

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

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

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

                  Section 8.02 Notice of Defaults

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



                                      -41-
<PAGE>

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

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

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

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

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

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

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

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

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



                                      -42-
<PAGE>

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

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

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

                  Section 8.03 Certain Rights of Property Trustee

                  (a) Subject to the provisions of Section 8.01:

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

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



                                      -43-
<PAGE>

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

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

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

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

                      (vi) the Property Trustee may consult with counsel of its
         selection (which counsel may be counsel to the Sponsor or any of its
         Affiliates, and may include any of its employees) and the advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon and in
         accordance with such advice; and the Property Trustee shall have the
         right at any time, upon prior notice to the Sponsor, to seek
         instructions concerning the administration of this Declaration from any
         court of competent jurisdiction;

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



                                      -44-
<PAGE>

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

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

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

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

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

                  Section 8.04 Not Responsible for Recitals or Issuance of
Securities

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

                  Section 8.05 May Hold Securities

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



                                      -45-
<PAGE>

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

                  Section 8.06 Compensation; Indemnity; Fees

                  The Sponsor agrees:

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

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

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

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

                  Section 8.07 Property Trustee Required; Eligibility of
Trustees

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



                                      -46-
<PAGE>

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

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

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

                  Section 8.08 Conflicting Interests; Guarantee Described

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

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

                  Section 8.09 Resignation and Removal; Appointment of Successor

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

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

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

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

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



                                      -47-
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                      -48-
<PAGE>

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

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

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

                  Section 8.10 Acceptance of Appointment by Successor

                  (a) In case of the appointment hereunder of a successor
Trustee, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Trust and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Sponsor or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and if the Property Trustee is
the resigning Trustee shall duly assign, transfer and deliver to the successor
Trustee all property and money held by such retiring Property Trustee hereunder.

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

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



                                      -49-
<PAGE>

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

                  Section 8.11 Merger, Conversion, Consolidation or Succession
to Business

                  Any Person into which the Property Trustee, the Delaware
Trustee or any Administrative Trustee that is not a natural person may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Relevant Trustee shall be
a party, or any Person succeeding to all or substantially all the corporate
trust business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

                  Section 8.12 Preferential Collection of Claims Against Sponsor
or Trust

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

                  Section 8.13 Reports by Property Trustee

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

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

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

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

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



                                      -50-
<PAGE>

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

                  Section 8.14 Reports to the Property Trustee

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

                  Section 8.15 Evidence of Compliance with Conditions Precedent

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

                  Section 8.16 Number of Trustees

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

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

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

                  Section 8.17 Delegation of Power

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



                                      -51-
<PAGE>

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

                  Section 8.18 Appointment of Administrative Trustees

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

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

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

                  Section 8.19 Administrative Trustee Meetings

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



                                      -52-
<PAGE>

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

                  Section 8.20 Outside Businesses

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

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

                  Section 9.01 Dissolution upon Expiration Date

                  Unless earlier dissolved, the Trust shall automatically
dissolve on January 15, 2032 (the "Expiration Date").



                                      -53-
<PAGE>

                  Section 9.02 Early Termination

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

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

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

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

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

                  Section 9.03 Termination

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

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

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

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

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

                  Section 9.04 Liquidation

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



                                      -54-
<PAGE>

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

                      (i) state the Liquidation Date;

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

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

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

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

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



                                      -55-
<PAGE>

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

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

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



                                      -56-
<PAGE>

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

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  Section 10.01 Limitation of Rights of Securityholders

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

                  Section 10.02 Amendment

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

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



                                      -57-
<PAGE>

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

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

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

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

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

                  Section 10.03 Separability

                  In case any provision in this Declaration or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 10.04 Governing Law

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



                                      -58-
<PAGE>

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

                  Section 10.05 Payments Due on Non-Business Day

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

                  Section 10.06 Successors

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

                  Section 10.07 Headings

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

                  Section 10.08 Reports, Notices and Demands

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



                                      -59-
<PAGE>

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

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

                  Section 10.09 Trust Indenture Act; Conflict with Trust
Indenture Act

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

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

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

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

                  Section 10.10 Acceptance of Terms of Declaration, Guarantee
and Indenture

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



                                      -60-
<PAGE>

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

                  Section 10.11 Counterparts

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



                                      -61-
<PAGE>

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

                                   FORD MOTOR COMPANY,
                                   as Sponsor

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


                                   JPMORGAN CHASE BANK,
                                   as Property Trustee

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


                                   CHASE MANHATTAN BANK USA, NATIONAL
                                   ASSOCIATION, as Delaware Trustee

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


                                   ---------------------------------------------
                                   Peter Sherry, Jr., as Administrative Trustee


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



                                      -62-
<PAGE>

                                    EXHIBIT A

                      FORM OF COMMON SECURITIES CERTIFICATE

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

         Certificate Number                   Number of Common Securities

             ___________                             ___________

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                       FORD MOTOR COMPANY CAPITAL TRUST II

                                COMMON SECURITIES

                  (LIQUIDATION AMOUNT $50 PER COMMON SECURITY)

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

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

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


<PAGE>

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

                                FORD MOTOR COMPANY CAPITAL TRUST II


                                By:
                                    __________________________________
                                    Name:
                                         _____________________________
                                    As Administrative Trustee




                                      -2-


<PAGE>
                                    EXHIBIT B

                    FORM OF PREFERRED SECURITIES CERTIFICATE

               [FORM OF FACE OF PREFERRED SECURITIES CERTIFICATE]

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

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


<PAGE>



            Certificate Number          Number of Preferred Securities

                ___________                     ___________

                                 CUSIP No. _____

                                  $___________


                   Certificate Evidencing Preferred Securities

                                       of

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

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

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

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



                                      -2-
<PAGE>

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

                                FORD MOTOR COMPANY CAPITAL TRUST II


                                By:__________________________________
                                    Name:_____________________________
                                    As Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:_________________________
                                    JPMorgan Chase Bank,
                                    as Property Trustee

                                    By: ______________________________
                                        Authorized Signatory


                                      -3-
<PAGE>


              [FORM OF REVERSE OF PREFERRED SECURITIES CERTIFICATE]

                                   ASSIGNMENT

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

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

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

and irrevocably appoints

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

Date:
      -------------------------

Signature:
           --------------------

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


Signature Guarantee:
                     -----------------------------

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


                                      -4-
<PAGE>



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

                                   SCHEDULE A

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

<TABLE>
<CAPTION>
                     Amount of increase in
                     Liquidation Amount of
                     this Global                                       Liquidation Amount of     Signature of
                     Certificate including    Amount of decrease in    this Global Certificate   authorized officer
                     upon exercise of         Liquidation Amount of    following such decrease   of Trustee or
Date Made            over--allotment option   this Global Certificate  or increase               Securities Custodian
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>                      <C>                       <C>


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</TABLE>

<PAGE>
                                    EXHIBIT C

                              NOTICE OF CONVERSION

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

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

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

                                      -i-
<PAGE>

Date:             ,
      ------------  ----
In whole                      in part
         --                           --
                              Number of Trust Securities to be converted:
                                                                          -----

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

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



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


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

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

Signature Guarantee:*
                      ------------------------------

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


                                      -ii-