<PAGE> 1

     This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
dated as of February 28, 1997, amends and restates the
RECEIVABLES PURCHASE AGREEMENT, dated as of June 1, 1992, between
FEDERAL-MOGUL FUNDING CORPORATION, a Michigan corporation, as
Buyer (the "Buyer"), and FEDERAL-MOGUL CORPORATION, a Michigan
corporation, as Seller (the "Seller").

                         W I T N E S S E T H :

     WHEREAS the Seller in the ordinary course of its business
manufactures and sells various types of precision parts thereby 
generating accounts receivable;

     WHEREAS the Seller wishes to sell certain of such existing
and future accounts receivable from time to time to the Buyer;
and

     WHEREAS the Buyer desires to sell such accounts receivable
to the Federal-Mogul Trade Receivables Master Trust, pursuant to
an Amended and Restated Pooling and Servicing Agreement dated as
of February 1, 1997 (as the same may from time to time be
amended, supplemented or otherwise modified, the "Pooling and
Servicing Agreement"), among Federal-Mogul Funding Corporation,
as seller, Federal-Mogul Corporation, as servicer, and The Chase
Manhattan Bank, as trustee (the "Trustee").

     NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:

                           ARTICLE I.

                          Definitions

     Section 1.01  Definitions.  Capitalized terms used herein
but not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement.  In addition, the term
"Agreement" means this Amended and Restated Receivables Purchase
Agreement, as the same may from time to time be amended,
supplemented or otherwise modified.

     Section 1.02.  Other Definitional Provisions.  (a)  The
words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement 
as a whole and not to any particular provision of this Agreement;
 
 Article, Section and Exhibit references are references to
Sections and Exhibits in or to this Agreement unless otherwise
specified; and the term "including" shall mean "including without
limitation".

     (b)  The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter 
genders of such terms.


<PAGE> 2

                           ARTICLE II.

                    Conveyance of Receivables

     Section 2.01.  Conveyance of Receivables.  By execution of
this Agreement, the Seller does hereby sell, transfer, assign,
set over and otherwise convey to the Buyer on the first Closing
Date all of its right, title and interest in, to and under the
Receivables and all Collateral Security with respect thereto, if
any, owned by the Seller at the close of business on the Cut-Off
Date and all monies due or to become due and all amounts received
with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of
Michigan and Recoveries) thereof.  Subject to Article VI, as of
each Business Day prior to the earlier of (x) the occurrence of
an Early Amortization Event specified in Section 9.01(b), (c),
(d), or (e) of the Pooling and Servicing Agreement and (y) the
Trust Termination Date, on which Receivables are created (a
"Transfer Date"), the Seller does hereby sell, transfer, assign,
set over and otherwise convey to the Buyer, all of its right,
title and interest in, to and under the Receivables and all
Collateral Security with respect thereto, if any, owned by the
Seller at the close of business on such Transfer Date and not
theretofore conveyed to the Buyer, all monies due or to become
due and all amounts received with respect thereto and all
proceeds (including "proceeds" as defined in Section 9-306 of the
UCC as in effect in the State of Michigan and Recoveries)
thereof.  The foregoing sale, transfer, assignment, set-over and
conveyance and any subsequent sales, transfers, assignments,
set-overs and conveyances do not constitute, and are not intended
to result in, the creation or an assumption by the Buyer of any
obligation of the Servicer, the Seller or any other Person in
connection with the Receivables or under any agreement or
instrument relating thereto, including any obligation to any
Obligors.

     In connection with such sales, the Seller agrees to record
and file, at its own expense, a financing statement on form UCC-1
(and continuation statements when applicable) naming the Seller
as "seller" and the Buyer as "buyer" thereon with respect to the
Receivables now existing and hereafter created for the sale of
"accounts" or "general intangibles" (as defined in Section 9-106
of the UCC as in effect in any state where the Seller's or the
Servicer's chief executive offices or books and records relating
to the Receivables are located) meeting the requirements of
applicable state law in such manner and in such jurisdictions as
are necessary to perfect the sale and assignment of the
Receivables to the Buyer, and to deliver a filestamped copy of
such financing statements or other evidence of such filing to the


<PAGE> 3

Buyer on or prior to the first Closing Date.  In addition, the
Seller shall cause to be timely filed in the appropriate filing 
office any UCC-1 financing statement and continuation statement 
necessary to perfect any sale of Receivables to the Buyer.  The
Buyer shall be under no obligation whatsoever to file such
financing statement, or a continuation statement to such
financing statement, or to make any other filing under the UCC in
connection with such sales.  The parties hereto intend that the
transfers of Receivables effected by this Agreement be sales.

     It is the intention of the parties hereto that the transfer
(the "Transfer") of the property described in the first paragraph
of this Section 2.01 be characterized as a sale.  If, however,
such Transfer is not characterized as a sale, the Seller hereby
grants to the Buyer a security interest in the property subject
to the Transfer.

     In connection with such sales, the Seller further agrees, at
its own expense, on or prior to the first Closing Date, to cause
the Seller to indicate in its computer files that the Receivables
have been sold to the Buyer pursuant to this Agreement and sold
to the Trust pursuant to the Pooling and Servicing Agreement for
the benefit of the Certificateholders and the other
Beneficiaries.

     In consideration for the sale of $89,045,072 of the
Receivables, transferred to the Buyer on the first Closing Date,
the Buyer shall pay to the Seller $42,737,177.50 in cash.  The
remaining $58,450,404.50 of Receivables transferred to the Buyer
on the first Closing Date is a capital contribution to the Buyer.
Subject to Article VI, the purchase price for the Receivables
sold by the Seller to the Buyer on each Transfer Date thereafter
shall be a price agreed to by the Buyer and the Seller at the
time of acquisition by the Buyer, which price shall not, in the
opinion of the Buyer, be materially less favorable to the Buyer
than prices for transactions of a generally similar character at
the time of the acquisition taking into account the quality of
such Receivables and other pertinent factors; provided that such
consideration shall in any event not be less than reasonably
equivalent value therefor.

     Section 2.02.  Representations and Warranties of the Seller
Relating to the Seller and the Agreement.  The Seller hereby
represents and warrants to the Buyer as of each Closing Date
that:

          (a)  Organization and Good Standing.  The Seller is a
corporation duly organized and validly existing and in good
standing under the law of the State of Michigan and has, in all
material respects, full corporate power, authority and  legal
right to own its properties and conduct its business as such
properties are presently owned and such business is presently
conducted, and to execute, deliver and perform its obligations
under this Agreement.


<PAGE> 4

          (b)  Due Qualification.  The Seller is duly qualified
to do business and, where necessary, is in good standing as a
foreign corporation (or is exempt from such requirement) and has
obtained all necessary licenses and approvals in each
jurisdiction in which the conduct of its business requires such
qualification except where the failure to so qualify or obtain
licenses or approvals would not have a material adverse effect on
its ability to perform its obligations hereunder.

          (c)  Due Authorization.  The execution and delivery of 
this Agreement and the consummation of the transactions
provided for or contemplated by this Agreement have been duly
authorized by the Seller by all necessary corporate action on
the part of the Seller.

          (d)  No Conflict.  The execution and delivery of this
Agreement, the performance of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof and
thereof, will not conflict with, result in any breach of any of
the material terms and provisions of, or constitute (with or
without notice or lapse of time or both) a material default
under, any indenture, contract, agreement, mortgage,  deed of
trust, or other instrument to which the Seller is a party or by
which it or its properties are bound.

          (e)  No Violation.  The execution and delivery of this
Agreement, the performance of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof and
thereof applicable to the Seller, will not conflict with or
violate any material Requirements of Law applicable to the
Seller.

          (f)  No Proceedings.  There are no proceedings or
investigations pending or, to the best knowledge of the Seller,
threatened against the Seller, before any Governmental Authority
(i) asserting the invalidity of this Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated
by this Agreement, (iii) seeking any determination or ruling
that, in the reasonable judgment of the Seller, would materially
and adversely affect the performance by the Seller of its
obligations under this Agreement, (iv) seeking any determination
or ruling that would materially and adversely affect the validity
or enforceability of this Agreement or (v) seeking to affect
adversely the income tax attributes of the Trust under the United
States federal or any State income, single business or franchise
tax systems.

          (g)  All Consents Required.  All appraisals,
authorizations, consents, orders, approvals or other actions of
any Person or of any governmental body or official required in
connection with the execution and delivery of this Agreement, the
performance of the transactions contemplated by this Agreement,
and the fulfillment of the terms hereof or thereof, have been
obtained.


<PAGE> 5

          (h)  Enforceability.  This Agreement constitutes a
legal, valid and binding obligation of the Seller  enforceable
against the Seller in accordance with its terms,  except as such
enforceability may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or other  similar laws now
or hereafter in effect affecting the  enforcement of creditors'
rights in general and except as  such enforceability may be
limited by general principles of  equity (whether considered in a
suit at law or in equity).

          (i) Valid Transfer.  This Agreement constitutes a valid
sale, transfer and assignment to the Buyer of all right, title
and interest of the Seller in the Receivables and the proceeds
thereof.  Except as otherwise provided in the Pooling and
Servicing Agreement, neither the Seller nor any Person claiming
through or under the Seller has any claim to or interest in the
Trust Assets.

          (j)  Investment Company Act.  The Seller is not an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended (the "1940 Act") that is required to
register under the 1940 Act.

          (k)  Locations.  The chief place of business and chief
executive office of the Seller, and the office where the Seller
keeps all of its books, records and documents evidencing
Receivables are located at the addresses specified in Schedule I
hereto (or at such other locations, identified to the Buyer in
accordance with Section 7.06 hereof, in jurisdictions with
respect to which all applicable action required by Section
7.02(b) or 7.02(c) hereof has been taken and completed).

          (l)  Information.  Each certificate, report,
information, exhibit, financial statement, document, book, record
or report furnished by the Seller to the Buyer in connection with
this Agreement is accurate in all material respects as of its
date, when considered as a whole with all other such documents,
and no such document contains any material misstatement of fact
or omits to state a material fact or any fact necessary to make
the statements contained therein not materially misleading.

          (m)  Solvency.  This Seller is solvent and will not
become insolvent after giving effect to the transactions
contemplated by this Agreement; the Seller is currently repaying
all of its indebtedness as such indebtedness becomes due; and,
after giving effect to the transactions contemplated by this
Agreement, the Seller will have adequate capital to conduct its
business.


<PAGE> 6

     The representations and warranties set forth in this Section
2.02 shall survive the transfer and assignment of the Receivables
to the Buyer.  Upon discovery by the Seller or the Buyer of a
breach of any of the foregoing representations and warranties,
the party discovering such breach shall give prompt written
notice to the other party.

     In the event of any breach of any of the representations and
warranties set forth in this Section 2.02 and if, in connection
therewith, the Buyer shall be obligated to purchase the
Certificateholders' Interest pursuant to Section 2.03 of the
Pooling and Servicing Agreement, the Seller shall repurchase the
Receivables and shall pay to the Buyer on the Business Day
preceding the Distribution Date on which such purchase of the
Certificateholders' Interest is to be made an amount equal to the
purchase price for the Certificateholders' Interest as specified
in the Pooling and Servicing Agreement.  The obligation of the 
Seller to purchase the Receivables pursuant to this Section 2.02 
shall constitute the sole remedy against the Seller respecting an
event of the type specified in the first sentence of this 
paragraph available to the Buyer and to the Investor Certificate 
holders (or the Trustee on behalf of the Investor 
Certificateholders).

     Section 2.03.  Representations and Warranties of the Seller
Relating to the Receivables.

          (a)  Representations and Warranties.  The Seller hereby
represents and warrants to the Buyer that:

               (i)  Each Receivable existing on the first Closing
Date and each Receivable on each Transfer Date, has been conveyed
to the Buyer free and clear of any Lien (other than the Lien
created by the Pooling and Servicing Agreement in favor of the
Trustee on behalf of the Trust).

               (ii)  With respect to each Receivable existing on
the first Closing Date and on each Transfer Date, all consents,
licenses, approvals or authorizations of or registrations or
declarations with any Governmental Authority required to be
obtained, effected or given by the Seller in connection with the
conveyance of such Receivable to the Buyer have been duly
obtained, effected or given and are in full force and effect.

               (iii)  On the first Closing Date and on each
Transfer Date, each Receivable conveyed to the Buyer on such date
is an Eligible Receivable (as defined in the Series 1997-1
Supplement, dated as of February 1, 1997 (the "Series 1997-1
Supplement"), by and among Federal-Mogul Funding Corporation, as


<PAGE> 7

Seller, Federal-Mogul Corporation, as Servicer, and The Chase
Manhattan Bank, as trustee) or, if such Receivable is not an
Eligible Receivable (as defined in the Series 1997-1 Supplement),
such Receivable is conveyed to the Trust in accordance with
Section 2.06 of the Pooling and Servicing Agreement. 

     (b)  Notice of Breach.  The representations and warranties
set forth in this Section 2.03 shall survive the transfer and
assignment of the Receivables to the Buyer.  Upon discovery by
the Seller or the Buyer of a breach of any of the representations
and warranties set forth in this Section 2.03, the party
discovering such breach shall give prompt written notice to the
other party. 

     (c)  Repurchase.  In the event any representation or
warranty under Section 2.03(a) is not true and correct as of the
date specified therein with respect to any Receivable and the
Buyer is, in connection therewith, required to purchase such
Receivable or all Receivables pursuant to Section 2.04(c) of the
Pooling and Servicing Agreement, then, within 30 days (or such
longer period as may be agreed to by the Buyer) of the earlier to
occur of the discovery of any such event by the Seller or the
Buyer, or receipt by the Seller or the Buyer of written notice of
any such event given by the Trustee or any Enhancement Providers,
the Seller shall repurchase the Receivable or Receivables of
which the Buyer is required to accept reassignment pursuant to
the Pooling and Servicing Agreement on the Business Day preceding
the Determination Date on which such reassignment is to occur.

     The Seller shall purchase each such Receivable by making a
payment to the Buyer in immediately available funds on the
Business Day preceding the Distribution Date on which such
reassignment is to occur in an amount equal to the Purchase Price
for such Receivable.  Upon payment of the Purchase Price, the
Buyer shall automatically and without further action be deemed to
sell, transfer, assign, set over and otherwise convey to the
Seller, without recourse, representation or warranty, all the
right, title and interest of the Buyer in and to such Receivable
and all monies due or to become due with respect thereto and all
proceeds thereof.  The Buyer shall execute such documents and
instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Seller to effect the
conveyance of such Receivables pursuant to this Section.  The
obligation of the Seller to repurchase any such Receivable shall
constitute the sole remedy respecting the event giving rise to
such obligation available to the Buyer and to the
Certificateholders (or the Trustee on behalf of
Certificateholders).



<PAGE> 8

     (d)  Adjustment Payment.  In the event that the Buyer is
required to make any Adjustment Payment pursuant to Section 3.09
of the Pooling and Servicing Agreement, the Seller under this
Agreement shall have an obligation to make a payment to the Buyer
in an amount equal to such Adjustment Payment on the Business Day
on which the Seller makes such Adjustment Payment.

     Section 2.04.  Covenants of the Seller.  The Seller hereby
covenants that:

          (a)  No Liens.  Except for the conveyances hereunder,
the Seller will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to
exist any Lien on, any Receivable, whether now existing or
hereafter created, or any interest therein, and the Seller
shall defend the right, title and interest of the Buyer and the
Trust in, to and under the Receivables, whether now   existing or
hereafter created, against all claims of third   parties claiming
through or under the Seller.

          (b)  Delivery of Collections.  In the event that the
Seller receives Collections, the Seller agrees to pay the
Servicer or any Successor Servicer all payments received by the
Seller in respect of the Receivables as soon as practicable after
receipt thereof by the Seller, but in no event later than two
Business Days after the receipt by the Seller thereof.

          (c)  Notice of Liens.  The Seller shall notify the
Buyer and the Trustee promptly after becoming aware of any Lien
on any Receivable other than the conveyances hereunder or under
the Pooling and Servicing Agreement.

          (d)  Compliance with Law.  The Seller hereby agrees to 
comply in all material respects with all Requirements of Law
applicable to the Seller.

          (e)     Preservation of Corporate Existence.  Except as
otherwise permitted by Section 5.01 hereof, the Seller shall
preserve and maintain its corporate existence, rights, franchises
and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified in good standing as a foreign
corporation in each jurisdiction where the failure to maintain
such qualification would materially adversely affect (i) the
interests of the Buyer hereunder or in the Receivables, (ii) the
collectibility of any Receivable or (iii) the ability of the
Seller to perform its obligations hereunder.

          (f)     Keeping of Records and Books of Account.  The
Seller shall maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate
records evidencing the Receivables, in the event of the
destruction of the originals thereof), and keep and maintain, all
documents, books, records and other information reasonably
necessary or advisable for the collection of all Receivables


<PAGE> 9

(including, without limitation, records adequate to permit the
daily identification of each new Receivable and all Collections
of and adjustments to each existing Receivable).

          (g)     Credit Policies.  The Seller shall comply in
all material respects with the credit and collection policies and
procedures in effect on the date hereof (the "Credit Policies")
with respect to the Receivables a copy of which is attached
hereto as Exhibit B.  The Seller shall not amend, modify or
supplement the Credit Policies in any material adverse respect
without the prior written consent of the Program Agent.  Upon any
amendment, modification or supplement to the Credit Policies with
the prior written consent of the Program Agent, the Seller shall
deliver to the Buyer, the Trustee and the Program Agent a copy of
such amendment, modification or supplement and Exhibit B shall be
deemed to be amended by such amendment, modification or
supplement.

          (h)  Inspection Rights.  The Seller shall provide
the Program Agent, and any of its agents and representatives,
with access to (x) any books, records, files and documents
(including, without limitation, computer tapes and discs)
relating to this Agreement and the Receivables and (y) the
officers, directors and auditors of the Seller to discuss the
business and operations of the Seller relating to this Agreement
and the Receivables and the Seller's performance under this
Agreement, but only (i) upon reasonable request, (ii) during
normal business hours, (iii) subject to the Seller's normal
security and confidentiality procedures and (iv) at reasonably
accessible offices in the continental United States as designated
by the Seller.

                        ARTICLE III.

            Administration and Servicing of Receivables

     Section 3.01.  The Receivables will be administered and
serviced in accordance with the Pooling and Servicing Agreement.


                        ARTICLE IV.

              Rights of Certificateholders and
          Allocation and Application of Collections

     Section 4.01.  Allocations and Applications of Collections
and Other Funds.  The Servicer will apply all Collections with
respect to the Receivables and all funds on deposit in the
Collection Account as described in Article IV of the Pooling and 
Servicing Agreement.


<PAGE> 10

                            ARTICLE V.

Other Matters Relating
to the Seller

     Section 5.01.  Merger or Consolidation of, or Assumption, of
the Obligations of the Seller.  The Seller shall not consolidate 
with or merge into any other corporation or convey or transfer
its properties and assets substantially as an entirety to any
Person, unless:

          (a)  the corporation formed by such consolidation or
into which the Seller is merged or the Person which acquires by
conveyance or transfer the properties and assets of the Seller
substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America or any
State or the District of Columbia and, if the Seller is not the
surviving entity, such corporation shall assume, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, the performance of every covenant
and obligation of the Seller hereunder; and

          (b)  the Seller has delivered to the Buyer and the
Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such consolidation, merger, conveyance or transfer
comply with this Section 5.01 and that all conditions precedent
herein provided for relating to such transaction have been
complied with.

     Section 5.02.  Seller Indemnification of the Buyer.  The
Seller shall indemnify and hold harmless the Buyer, from and
against any loss, liability, expense, claim, damage or injury
suffered or sustained by reason of any acts, omissions or alleged
acts or omissions arising out of activities of the Seller
pursuant to this Agreement arising out of or based on the
arrangement created by this Agreement and the activities of the
Seller taken pursuant thereto, including any judgment, award,
settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim; provided, however, that
the Seller shall not indemnify the Buyer if such acts, omissions
or alleged acts or omissions constitute fraud, gross negligence
or wilful misconduct by the Buyer; and provided further, that the
Seller shall not indemnify the Buyer for any liabilities, cost or
expense of the Buyer with respect to any federal, state or local
income or franchise taxes or the Michigan Single Business tax (or
any interest or penalties with respect thereto) required to be
paid by the Buyer in connection herewith to any taxing authority.
Any indemnification under this Article V shall survive the
termination of the Agreement.


<PAGE> 11

                            ARTICLE VI.

                            Termination

     This Agreement will terminate immediately after the Trust
terminates pursuant to the Pooling and Servicing Agreement.  In
addition, the Buyer shall not purchase Receivables if the Seller
shall become an involuntary party to (or be made the subject of)
any proceeding provided for by any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Seller or relating to all or
substantially all of its property (an "Involuntary Case") and
such Involuntary Case shall have continued for a period of ten
Business Days from and including the day of receipt by the Seller
at its principal corporate office of notice of such Involuntary
Case; provided, that during such ten Business Day period, the
Buyer shall suspend its purchase of Receivables and shall hold
all Principal Collections that would have been available to
purchase Receivables in the Collection Account and (a) if by the
first Business Day after such ten Business Day period, the Buyer
has not obtained an order from the court having jurisdiction of
such case or filing which order approves the continuation of the
sale of Receivables by the Seller to the Buyer and which provided
that the Buyer and any of its transferees (including the Trustee)
may rely on such order for the validity and non-avoidance of such
transfer (the "Order"), the Buyer shall hold such Collections in
the Collection Account until such time as they may be paid as
elsewhere provided herein and shall not purchase Receivables
thereafter or (b) if by such first Business Day, the Buyer has
obtained such Order, the Seller may continue selling Receivables,
and the Buyer may continue purchasing Receivables, pursuant to
the terms hereof, as modified by the immediately succeeding
sentence.  During the period after the ten Business Day period
described above and before the end of the 60-day period described
below, the purchase price of the Receivables transferred during
such period, notwithstanding anything in this Agreement to the
contrary, shall be paid to the Seller by the Buyer in cash not
later than the same Business Day of any sale of Receivables. 
During such period, Receivables will be considered transferred to
the Buyer only to the extent that the purchase price therefor has
been paid in cash on the same Business Day.  If an Order is
obtained but subsequently is reversed or rescinded or expires,
the Seller shall immediately cease selling Receivables to the
Buyer and the Buyer shall immediately cease buying Receivables. 
The Seller shall give prompt written notice to each of the Buyer
 and the Trustee immediately upon becoming a party to an
Involuntary Case.  If by the first Business Day after the 60-day
period after such involuntary filing, such Involuntary Case has
not been dismissed, the Buyer shall not purchase thereafter
Receivables.


<PAGE> 12

                          ARTICLE VII.
 
                   Miscellaneous Provisions

     Section 7.01  Amendment.  (a)  This Agreement may be amended
from time to time by the Seller and the Buyer; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel
for the Seller addressed and delivered to the Trustee, adversely
affect in any material respect the interests of any Investor
Certificateholder.

      (b)  This Agreement may also be amended from time to time
by the Buyer and Seller with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Investor Certificates of
all materially adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any
manner the rights of the Seller; provided, however, that no such
amendment shall (i) reduce in any manner the amount of or delay
the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed
with the amount available under any Enhancement without the
consent of each affected Investor Certificateholder, (ii) change
the definition of or the manner of calculating the interest of
any Investor Certificateholders without the consent of each
affected Certificateholder or (iii) reduce the aforesaid
percentage required to consent to any such amendment without the
consent of each Certificateholder.  Any amendment to be effected
pursuant to this paragraph shall be deemed to materially
adversely affect all outstanding Series, other than any Series
with respect to which such action shall not, as evidenced by an
Opinion of Counsel for the Seller, addressed and delivered to the
Trustee, adversely affect in any material respect the interests
of any Investor Certificateholder of such Series.  The Trustee
may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's rights, duties or immunities under
this Agreement or otherwise.

     (c)  Promptly after the execution of any such amendment or
consent (other than an amendment pursuant to paragraph (a)), the 
seller shall furnish notification of the substance of such 
amendment to each Investor Certificateholder, each Enhancement 
provider, each Agent and each Rating Agency.

     (d)  It shall not be necessary for the consent of Investor
Certificateholders under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if
such consent shall approve the substance thereof.  The manner of
obtaining such consents and of evidencing the authorization of
the execution thereof by Investor Certificateholders shall be
subject to such reasonable requirements as the Trustee may 
prescribe.


<PAGE> 13

     (e)  Notwithstanding anything in this Section to the
contrary, no amendment may be made to this Agreement which would
adversely affect in any material respect the interests of any
Enhancement Provider without the consent of such Enhancement
Provider.

     Section 7.02  Protection of Right, Title and Interest to
Receivables.  (a)  The Seller shall cause this Agreement, all
amendments hereto and/or all financing statements and
continuation statements and any other necessary documents
covering the Buyer's right, title and interest to the Receivables
to be promptly recorded, registered and filed, and at all times
to be kept recorded, registered and filed, all in such manner and
in such places as may be required by law fully to preserve and
protect the right, title and interest of the Buyer hereunder. 
The Seller shall deliver to the Buyer file-stamped copies of, or
filing receipts for, any document recorded, registered or filed
as provided above, as soon as available following such recording,
registration or filing.  The Buyer shall cooperate fully with the
Seller in connection with the obligations set forth above and
will execute any and all documents reasonably required to fulfill
the intent of this Section 7.02(a).

     (b)  Within 30 days after the Seller makes any change in its
name, identity or corporate structure which would make any
financing statement or continuation statement filed in accordance
with Section 7.02(a) seriously misleading within the meaning of
Section 9-402(7) of the UCC as in effect in the State of
Michigan, the Seller shall give the Buyer and any Agent notice of
any such change and shall file such financing statements or
amendments as may be necessary to continue the perfection of the
Buyer's security interest in the Receivables and the proceeds
thereof.

     (c)  The Seller will give the Buyer prompt written notice of
any relocation of any office at which it keeps records concerning
the Receivables or of its principal executive office and whether,
as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously
filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments
as may be necessary to perfect or to continue the perfection of
the Buyer's security interest in the Receivables and the proceeds
thereof.  The Seller will at all times maintain its principal
executive office within the United States of America.

     (d)  The Seller will deliver to the Buyer, upon the
execution and delivery of each amendment of this Agreement, an
Opinion of Counsel to the effect specified in Exhibit A.


<PAGE> 14

     Section 7.03  Limited Recourse.  Notwithstanding anything to
the contrary contained herein, the obligations of the Buyer
hereunder shall not be recourse to the Buyer (or any person or
organization acting on behalf of the Buyer or any affiliate,
officer or director of the Buyer), other than to (a) the portion
of the Seller's Interest on any date of determination which is in
excess of the Required Participation Amount and (b) any other
assets of the Buyer not pledged to third parties or otherwise
encumbered in a manner permitted by the Seller's Certificate of
Incorporation; provided, however, that any payment by the Buyer
made in accordance with this Section 7.03 shall be made only
after payment in full of any amounts that the Buyer is obligated
to deposit in the Collection Account pursuant to the Pooling and
Servicing Agreement; provided further that the Investor
Certificateholders shall be entitled to the benefits of the
subordination of the Collections allocable to the Seller's
Interest to the extent provided in the Supplements.

     Section 7.04  No Petition.  The Seller hereby covenants and
agrees that it will not at any time institute against the Buyer
any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law.

     Section 7.05  GOVERNING LAW.  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 7.06.  Notices.  All demands, notices and
communications hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by
registered mail, return receipt requested, to the parties at such
addresses specified in the Pooling and Servicing Agreement. 

     Section 7.07  Severability of Provisions.  If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of
the Certificates or rights of the Certificateholders.

     Section 7.08.  Assignment.  Notwithstanding anything to the
contrary contained herein, this Agreement may not be assigned by
the Seller (other than as provided in Section 5.01 hereof)
without the prior consent of the Buyer and the Trustee.  The
Buyer may assign its rights, remedies, powers and privileges
under this Agreement to the Trust pursuant to the Pooling and
Servicing Agreement.


<PAGE> 15

     Section 7.09.  Further Assurances.  The Seller agrees to do
and perform, from time to time, any and all acts and to execute
any and all further instruments required or reasonably requested
by the Buyer more fully to effect the purposes of this Agreement,
including the execution of any financing statements or
continuation statements relating to the Receivables for filing
under the provisions of the UCC of any applicable jurisdiction.

     Section 7.10  No Waiver; Cumulative Remedies.  No failure to
exercise and no delay in exercising, on the part of the Buyer,
any right, remedy, power or privilege under this Agreement shall
operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.

     Section 7.11  Counterparts.  This Agreement may be executed
in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument.

     Section 7.12.  Third-Party Beneficiaries.  This Agreement
will inure to the benefit of and be binding upon the parties
hereto, the Certificateholders and the other Beneficiaries and
their respective successors and permitted assigns.  Except as
otherwise provided in this Agreement, no other Person will have
any right or obligation hereunder.

     Section 7.13.  Merger and Integration.  Except as
specifically stated otherwise herein, this Agreement sets forth
the entire understanding of the parties relating to the subject
matter hereof, and all prior understandings, written or oral, are
superseded by this Agreement.  This Agreement may not be
modified, amended, waived, or supplemented except as provided
herein.

     Section 7.14.  Headings.  The headings herein are for
purposes of reference only and shall not otherwise affect the
meaning or interpretation of any provision hereof.


<PAGE> 17

     IN WITNESS WHEREOF, the Seller and the Buyer have caused
this Receivables Purchase Agreement to be duly executed by their
respective officers as of the day and year first above written.


                                  FEDERAL-MOGUL FUNDING          
                                    CORPORATION, Buyer           


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

                                  FEDERAL-MOGUL CORPORATION,     
                                    Seller                       


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