View: Download DOC Download PDF Download XLS

Table of Contents

As filed with the Securities and Exchange Commission on June 23, 2000

SECURITIES AND EXCHANGE COMMISSION

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Visteon Corporation

5500 Auto Club Drive

STACY L. FOX, ESQ.

Copies of all communications to:

PATRICK DAUGHERTY, ESQ.

    Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, depending upon market conditions and other factors.

    If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [   ]

    If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [X]

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ] 

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ] 

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [   ]

CALCULATION OF REGISTRATION FEE

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.

Table of Contents

Subject to Completion, Dated June   , 2000

PROSPECTUS

[Visteon Logo]

Visteon Corporation

$2,000,000,000

DEBT SECURITIES

        This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $2,000,000,000.

      This prospectus provides you with a general description of the securities we may offer. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may add, update or change information contained in this prospectus.

      You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

      See “Risk Factors” on page 5 for information you should consider before buying these securities.

      Our principal executive offices are located at:

Visteon Corporation

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is        , 2000.

TABLE OF CONTENTS

      You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information.

      Our securities are not being offered in any jurisdiction where the offer is not permitted.

      You should not assume that the information in this prospectus or in any prospectus supplement is accurate as of any date other than the date on the front of the document.

      Each reference in this prospectus to “Visteon,” “we,” “our” or “us” means Visteon Corporation and its consolidated subsidiaries, unless the context requires otherwise.

2

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports and other information with the SEC. The registration statement and these other SEC filings are available to you at the SEC’s website at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference rooms in Washington, D.C. at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the SEC’s regional offices in New York at Seven World Trade Center, 13th Floor, New York, NY 10048 and in Chicago at Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, IL 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You also may inspect our SEC filings at the New York Stock Exchange, the exchange on which our common stock is listed, at 20 Broad Street, 7th Floor, New York, NY 10005.

      The SEC allows us to “incorporate by reference” information in documents that we file with them, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference into this prospectus our prospectus dated June 13, 2000 as filed with the SEC on June 14, 2000 and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities offered by this prospectus.

      You may request copies of these filings at no cost, by writing or telephoning us at the following address:

Visteon Corporation

      We maintain a website at http://www.visteon.com. Our website and the information at that site, or connected to that site, is not incorporated into this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

      This prospectus contains and incorporates by reference forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek” and “estimate” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are and will be identified as “Risk Factors” in SEC filings incorporated by reference into this prospectus and in one or more prospectus supplements. The risks and uncertainties so identified are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely affect us. Should any risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations. For these reasons, we caution you not to place undue reliance on our forward-looking statements.

3

Table of Contents

VISTEON CORPORATION

      We are the world’s second largest supplier of automotive systems, modules and components to global vehicle manufacturers, according to the latest available industry data. Our 1999 sales were $19.4 billion, or, on a pro forma basis, $18.7 billion. We have become a leader in the global automotive parts industry by capitalizing on the extensive experience we have gained as the largest supplier to Ford Motor Company, the world’s largest producer of trucks and the second largest producer of cars and trucks combined.

      We have been the largest supplier of automotive parts to Ford for most of Ford’s history. Ford produces cars and trucks that are marketed and sold under the Ford, Lincoln, Mercury, Volvo, Jaguar and Aston Martin brands. We began using the “Visteon” name in 1997 and were incorporated in Delaware on January 5, 2000 in preparation for our spin-off from Ford effective June 28, 2000. Before the spin-off, we have been a division of Ford and, more recently, a wholly-owned subsidiary of Ford. After our spin-off from Ford, we will be an independent supplier. We believe that our independence will enhance our ability to increase sales to non-Ford vehicle manufacturers over time.

      In recent years, our goal has been to pursue new business growth opportunities with Ford and non-Ford vehicle manufacturers, or VMs, as well as with non-automotive customers. Non-Ford business as a percentage of our total sales has grown from about 7% in 1997 to about 12% in 1999. We have a goal of expanding our non-Ford business to 20% of our sales by 2002. We believe that our spin-off from Ford will facilitate our achievement of this goal. We have a broad global presence — about 23.5% of our total 1999 sales were derived from products manufactured outside of the United States.

      We have a broad global presence with a workforce of over 81,000 and a network of manufacturing sites, technical centers, sales offices and joint ventures located in every major region of the world. We operate in three business segments: Comfort, Communication & Safety; Dynamics & Energy Conversion; and Glass, and we are a leading Tier 1 supplier in the first two of these three segments.

4

Table of Contents

RISK FACTORS

      Carefully consider the risks and uncertainties identified as “Risk Factors” in the SEC filings incorporated by reference into this prospectus and contained in the applicable prospectus supplement before you invest. The risks and uncertainties so identified are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely affect us.

USE OF PROCEEDS

      We will use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, except as we may state otherwise in an applicable prospectus supplement. If we intend to use the proceeds to repay outstanding debt, then we will provide details about the debt that is being repaid.

RATIO OF EARNINGS TO FIXED CHARGES

      The ratio of our “earnings” to our “fixed charges” for the first three months of 2000 and for each of the years 1995 through 1999 was:

      For purposes of the ratio, “earnings” means the sum of:

      “Fixed charges” means the sum of:

5

Table of Contents

DESCRIPTION OF DEBT SECURITIES

      We describe in this section the general terms that will apply to any particular series of securities that we may offer by this prospectus and an applicable prospectus supplement in the future. When we issue a particular series, we will describe in the prospectus supplement that relates to the series (i) the specific terms of the securities and (ii) the extent to which the general terms described in this section apply to the securities of that series.

      We expect to issue the securities under an Indenture with Bank One Trust Company, N.A. as Trustee, which is included as an exhibit to the registration statement of which this prospectus forms a part. In the discussion that follows, we summarize particular provisions of the Indenture and include the relevant section numbers of the Indenture in parentheses. Our discussion of Indenture provisions is not complete; you should read the Indenture for a more complete understanding of the provisions we describe.

      The aggregate principal amount of securities that we may issue under the Indenture is unlimited. (Section 2.01)

General

      Each prospectus supplement relating to a particular series of securities that we offer will describe the specific terms of the series of securities. Those specific terms will include some or all of the following:

6

Table of Contents

      The securities will be unsecured and will rank equally and ratably with all of our other unsecured and unsubordinated debt (other than obligations preferred by mandatory provisions of law).

      Unless we say otherwise in a prospectus supplement, holders of securities may present them for transfer (unless the securities are issued in book-entry form) or payment at the office of the Trustee, c/o Bank One Trust Company of New York, 14 Wall Street, 8th Floor, New York, NY 10005, Attention: Global Corporate Trust Services. We may, however, pay the interest on registered securities by mailing checks to the holders of those securities at the addresses listed in our register or, for holders of at least $10,000,000 aggregate principal amount of securities, by wire transfer of immediately available funds. (Sections 4.01 and 4.02) We will not levy a service charge for any transfer or exchange of registered securities, but may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. (Section 2.05)

      Holders of securities in bearer form (together with any coupons attached to them) must physically present the securities or coupons for payment, subject to any applicable laws and regulations, at one of the paying agencies that we maintain in a city or cities located outside the United States. (Sections 4.01 and 4.02) Securities in bearer form (except for temporary bearer securities) and any coupons attached to them will be transferable by delivery. (Section 2.05)

      We may issue some of the securities as discounted debt securities (bearing no interest or interest at a rate that is below market at the time of issuance), which are sold at a substantial discount below their stated principal amount. When an event of default occurs with respect to a particular series of securities, the amount that the holders of the series may declare to be immediately due and payable will be less than the principal amount in the case of discounted debt securities. (Section 6.01)

      If a prospectus supplement specifies that the securities will have a redemption option, the “Option to Elect Repurchase” will constitute an issuer tender offer under the Securities

7

Table of Contents

Book-Entry Securities — Delivery and Form

      Some or all of the securities of a series may be issued in the form of one or more global securities, each of which will have an aggregate principal amount equal to the aggregate principal amount of the securities that it represents. Each global security will be deposited with a depositary (to be specified in the applicable prospectus supplement) or its nominee and, if in registered form, registered in the name of the depositary or the depositary’s nominee. Each depositary for a global security in registered form must be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. (Section 2.03)

      The beneficial owner of a security represented by a global security in bearer form may exchange its interest in the global security for a security or securities in either bearer or registered form of any authorized denomination, subject to the rules of the depositary. (Section 2.10)

      We will describe the specific terms of the depositary arrangement with respect to a series of securities in the applicable prospectus supplement.

Certain Covenants

      In this section we describe the principal covenants that will apply to the securities unless otherwise indicated in the applicable prospectus supplement. We make use of several defined terms; the associated definitions are located at the end of this section.

      The Indenture provides that Visteon Corporation will not, and will not permit any of its Manufacturing Subsidiaries to, issue or assume any Debt secured by a Mortgage upon any Domestic Manufacturing Property of Visteon Corporation or of any Manufacturing Subsidiary, or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether that Domestic Manufacturing Property, those shares of stock or that indebtedness are then currently owned or later acquired) without providing at the same time that Visteon Corporation issues or assumes any such Debt that the securities (together with any other indebtedness of Visteon Corporation or the Manufacturing Subsidiary ranking equally with the securities then existing or later created) will be secured equally and ratably with such Debt.

      The foregoing restriction does not, however, apply if the aggregate amount of Debt that Visteon Corporation or any Manufacturing Subsidiary issues or assumes and so secures by Mortgages, together with (i) all other Debt of Visteon Corporation and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (v) of the immediately following paragraph and not including Permitted Receivables Financings, and (ii) all Attributable Debt of Visteon Corporation and its Manufacturing Subsidiaries in respect of sale and lease-back transactions, does not at the time exceed 15% of Consolidated Net Tangible Assets as shown on the audited consolidated financial statements for the most recently completed fiscal year.

      In addition, the covenant described in the first paragraph above does not apply to:

8

Table of Contents

      The Indenture provides that Visteon Corporation will not, and will not permit any Manufacturing Subsidiary to, enter into any arrangement with any person in which Visteon Corporation or a Manufacturing Subsidiary leases from such person any Domestic Manufacturing Property that (i) Visteon Corporation or the Manufacturing Subsidiary owns on the date that the securities are originally issued and (ii) Visteon Corporation or the Manufacturing Subsidiary has sold or will sell to such person (except for temporary leases having a maximum term of three years and except for leases between Visteon Corporation and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), unless either:

9

Table of Contents

      The Indenture provides that Visteon Corporation will not merge or consolidate with any other entity, and will not sell or convey all or substantially all of its assets to any person or entity, unless:

      The following definitions will apply to the covenants summarized above:

10

Table of Contents

11

Table of Contents

Defeasance

      If the terms of a particular series of securities provide for defeasance of those securities, Visteon Corporation may, at its option, (i) discharge its obligations under the Indenture with respect to, and the entire indebtedness on all the outstanding securities of, that series or (ii) not comply with any term, provision, condition or covenant contained in the Indenture with respect to that series, in each case by:

Modification of the Indenture

      The Indenture provides that Visteon Corporation and the Trustee may enter into supplemental indentures without the consent of the holders of the securities to (a) evidence the assumption by a successor corporation of the obligations of Visteon Corporation, (b) add covenants for the protection of the holders of the securities, (c) add or change any of the provisions of the Indenture to permit or facilitate the issuance of securities of any series in bearer form and to provide for the exchange of securities in bearer form with registered securities, (d) cure any ambiguity or correct any inconsistency in the Indenture or in a supplemental indenture, (e) transfer, assign, mortgage or pledge any property to or with the Trustee, (f) establish the form or terms of securities of any series as permitted by the terms of the Indenture, (g) evidence the acceptance of appointment by a successor trustee and (h) change or eliminate provisions of the Indenture where the changes or eliminations do not apply to any security outstanding and become effective only when there is no security outstanding of a series created before the execution of the supplemental indenture that is entitled to the benefit of the provision being changed or eliminated. (Section 10.01)

      The Indenture also provides that Visteon Corporation and the Trustee may enter into a supplemental indenture to modify the Indenture, any supplemental indenture or the rights of the holders of the securities issued under either such Indenture or supplemental indenture, with the consent of the holders of not less than a majority in principal amount of the securities of all series at the time outstanding that are affected by that modification (voting as one class), if the modification does not:

12

Table of Contents

Events of Default

      An event of default with respect to any series of securities is defined in the Indenture as: (a) default for five business days after notice in payment of any principal or premium, if any, on the series; (b) default for 30 days in payment of any interest or additional amounts due with respect to the series; (c) default for 90 days after notice in performance of any other covenant or agreement applicable to the securities or contained in the Indenture; (d) default by Visteon Corporation or any Significant Subsidiary in any payment of $25,000,000 or more of principal of or interest on any Debt or in the payment of $25,000,000 or more on account of any guarantee in respect of Debt, beyond any period of grace that may be provided in the instrument or agreement under which such Debt or guarantee was created (for these purposes, the term “Significant Subsidiary” is defined as any Subsidiary of Visteon Corporation that, at any time, has at least 5% of the consolidated revenues of Visteon Corporation and its Subsidiaries at such time as reflected in the most recent annual audited consolidated financial statements of Visteon Corporation and the term “Subsidiary” is defined as in our description of the covenants under the Indenture); or (e) certain events of bankruptcy, insolvency or reorganization. (Section 6.01)

      If an event of default under clause (a), (b), (c) or (d) above occurs with respect to any series, the Trustee or the holders of at least 25% in aggregate principal amount of all securities then outstanding affected by the event of default may declare the principal (or, in the case of discounted debt securities, the amount specified in their terms) of all securities of the affected series to be due and payable. (Section 6.01)

      If an event of default under clause (e) above occurs, the Trustee or the holders of at least 25% in aggregate principal amount of all the securities then outstanding (voting as one class) may declare the principal (or, in the case of discounted debt securities, the amount specified in their terms) of all outstanding securities not already due and payable to be due and payable. (Section 6.01)

      If the principal amount of securities has been declared due and payable, the holders of a majority in aggregate principal amount of the outstanding securities of the applicable series (or of all the outstanding securities) may waive any event of default with respect to that series (or with respect to all outstanding securities) if:

      The holders of a majority in aggregate principal amount of the securities of a particular series may also waive any default with respect to that series and its consequences, except a default:

13

Table of Contents

      The Indenture provides that the Trustee may withhold notice of any default to the securityholders (except for default in the payment of principal or any premium, interest or additional amounts) if it considers it in the interests of the securityholders to do so. (Section 6.07)

      Subject to the provisions of the Indenture relating to the duties of the Trustee when an event of default occurs, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the securityholders, unless those securityholders have offered to the Trustee reasonable indemnity. (Sections 7.01 and 7.02)

      Subject to such provisions for the indemnification of the Trustee and to certain other limitations, the holders of a majority in aggregate principal amount of the securities of all series affected by the occurrence of an event of default (voting as one class) at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. (Section 6.06)

Concerning the Trustee

      Bank One Trust Company, N.A. is the Trustee under the Indenture. Bank One Trust Company, N.A. also acts as depositary for funds of, makes loans to and performs certain other services for us and certain of our subsidiaries and affiliates in the normal course of its business.

      We may sell the securities from time to time (i) directly to purchasers, (ii) through agents, (iii) through underwriters or dealers or (iv) through a combination of these methods.

General

      Underwriters, dealers, agents and remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the Securities Act of 1933. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act of 1933. We will identify any underwriters, agents or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement.

Agents

      We may designate agents to sell the securities. The agents will agree to use their best efforts to solicit purchases for the period of their appointment.

Underwriters

      If underwriters are used in a sale, they will acquire the offered securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions. These sales will be made at a fixed public offering price or at varying prices determined at the time of the sale. We may offer the securities to the public through an underwriting syndicate or through a single underwriter.

      Unless the applicable prospectus supplement states otherwise, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions contained in an underwriting agreement that we will enter into with the underwriters. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are

14

Table of Contents

Dealers

      We may sell the offered securities to dealers as principals, who may then resell such securities to the public either at varying prices determined by such dealers or at a fixed offering price agreed to with us.

Remarketing Firms

      We may sell securities to one or more remarketing firms, acting as principals for their own accounts or as agents for us. These firms will remarket the securities upon purchasing them in accordance with a redemption or repayment pursuant to the terms of the securities.

Direct Sales

      We may choose to sell the offered securities directly. In this case, no underwriters or agents would be involved.

Institutional Purchasers

      We may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement will provide the details of any such arrangement, including the offering price and commissions payable on the solicitations.

      We will enter into such delayed delivery contracts only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.

Indemnification

      We may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.

Market Making, Stabilization and Other Transactions

      Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

      Any underwriter may engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act of 1934. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a

15

Table of Contents

EXPERTS

      Our consolidated balance sheet as of December 31, 1999 and 1998 and our related consolidated statements of income, equity and cash flows for each of the three years in the period ended December 31, 1999, incorporated by reference into this prospectus from our prospectus dated June 13, 2000 as filed with the SEC on June 14, 2000, have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report incorporated by reference, and have been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP on those financial statements, given on their authority as experts in accounting and auditing.

LEGAL OPINIONS

      Dickinson Wright PLLC, Bloomfield Hills, Michigan, will issue an opinion letter concerning the legality of the securities that we are offering in this prospectus, and Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, will issue an opinion letter as to certain legal matters for any underwriters, dealers or agents, unless we indicate otherwise in an applicable prospectus supplement. Skadden, Arps, Slate, Meagher & Flom LLP represents us from time to time in connection with legal matters.

16

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

      The following table sets forth the estimated expenses in connection with the offering described in this registration statement:

General Corporation Law

      Visteon Corporation is incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “General Corporation Law”), inter alia, provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any person who was is or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and provided further that no such indemnity is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

      Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against any liability asserted against him or her and incurred by

II-1

Table of Contents

Certificate of Incorporation

      Visteon Corporation’s Restated Certificate of Incorporation and Bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the General Corporation Law.

Insurance

      All of Visteon Corporation’s directors and officers are insured against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933.

ITEM 16.  Exhibits

      (a)  Rule 415 Offering. The undersigned registrant hereby undertakes:

II-2

Table of Contents

      (b)  Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  Request for Acceleration of Effective Date. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions discussed in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3

Table of Contents

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dearborn, state of Michigan, on June 23, 2000.

     Each of the undersigned officers and directors of Visteon Corporation does hereby severally constitute and appoint Peter J. Pestillo, Stacy L. Fox and Daniel R. Coulson, and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 23, 2000 by the following persons in the capacities indicated.

II-4

Table of Contents

EXHIBIT INDEX

   1

                                                                       Exhibit 1


                               VISTEON CORPORATION

                                 DEBT SECURITIES



                             UNDERWRITING AGREEMENT

                                                           ..............., 2000
[Names of Representatives],
[Names of Co-Representative(s)],
c/o [Names of Representatives],
[Address].



Ladies and Gentlemen:

         From time to time Visteon Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

         The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

         1.   Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the




   2


Underwriters to purchase the Securities. The obligation of the Company to issue
and sell any of the Securities and the obligation of any of the Underwriters to
purchase any of the Securities shall be evidenced by the Pricing Agreement with
respect to the Designated Securities specified therein. Each Pricing Agreement
shall specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

         2.   The Company represents and warrants to, and agrees with, each of
the Underwriters that:

         (a)   A registration statement on Form S-3 (File No. 33-....) (the
"Initial Registration Statement") in respect of the Securities has been filed
with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to the Initial Registration Statement, but including all
documents incorporated by reference in the prospectus contained therein, to the
Representatives for each of the other Underwriters, have been declared effective
by the Commission in such form; other than a registration statement, if any,
increasing the size of the offering (a "Rule 462(b) Registration Statement"),
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which became effective upon filing, no other document with respect to
the Initial Registration Statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission (other
than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of
the Commission under the Act, each in the form heretofore delivered to the
Representatives); and no stop order suspending the effectiveness of the Initial
Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement or filed with the
Commission pursuant to Rule 424(a) under the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of the Initial Registration
Statement, any post-effective amendment thereto and the Rule 462(b) Registration
Statement, if any,



   3


including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in the Initial Registration Statement at the time such
part of the Initial Registration Statement became effective but excluding Form
T-1, each as amended at the time such part of the Initial Registration Statement
became effective or such part of the Rule 462(b) Registration Statement, if any,
became or hereafter becomes effective, are hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the form
in which it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter called
the "Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to the applicable form under the Act, as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; any reference
to any amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment to the Initial Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the
effective date of the Initial Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the form in
which it is filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof, including any documents incorporated by
reference therein as of the date of such filing);

         (b)   The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the


   4



Company by an Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities;

         (c)   The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities;

         (d)   Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus;

         (e)   The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;

         (f)   The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable;

         (g)   The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to this Agreement and the Pricing



   5




Agreement with respect to such Designated Securities, such Designated Securities
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has been duly
authorized and duly qualified under the Trust Indenture Act and, at the Time of
Delivery for such Designated Securities (as defined in Section 4 hereof), the
Indenture will constitute a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles; and the
Indenture conforms, and the Designated Securities will conform, to the
descriptions thereof contained in the Prospectus as amended or supplemented with
respect to such Designated Securities;

         (h)   The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Pricing Agreement, and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound or
to which any of the property or assets of the Company is subject, nor will such
action result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this Agreement
or any Pricing Agreement or the Indenture, except such as have been, or will
have been prior to the Time of Delivery, obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters;

         (i)   The statements set forth in the Prospectus under the captions
"Description of Offered Securities" and "Description of Debt Securities",
insofar as they purport to constitute a summary of the terms of the Securities,
and under the captions "Plan of Distribution" and "Underwriting", insofar as
they purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair;

         (j)   Neither the Company nor any of its subsidiaries is in violation
of its Certificate of Incorporation or By-laws or in default in the performance
or observance of



   6



any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be
bound;

         (k)   Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse
effect on the current or future consolidated financial position, shareholders'
equity or results of operations of the Company and its subsidiaries; and, to the
best of the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;

         (l)   The Company is not and, after giving effect to the offering and
sale of the Securities, will not be an "investment company", as such term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act");

         (m)   Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes;

         (n)   PricewaterhouseCoopers LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.

         3.    Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

         4.    Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in the form specified in
such Pricing Agreement, and in such authorized denominations and registered in
such names as the Representatives may request upon at least forty-eight hours'
prior notice to the Company, shall be delivered by or on behalf of the Company
to the Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account specified by the Company to
the Representatives at least forty-eight hours in advance or at such other place
and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery" for such
Securities.


   7


         5.    The Company agrees with each of the Underwriters of any
Designated Securities:

         (a)   To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business day
following the execution and delivery of the Pricing Agreement relating to the
applicable Designated Securities or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after the date
of the Pricing Agreement relating to such Securities and prior to the Time of
Delivery for such Securities which shall be disapproved by the Representatives
for such Securities promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Securities, and during
such same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or suspending
the use of any prospectus relating to the Securities or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such
order;

         (b)   Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for offering
and sale under the securities laws of such jurisdictions as the Representatives
may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution of such Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction; (1)

         (c)   Prior to 10:00 a.m., New York City time, on the New York Business
Day





   8


next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with copies of the Prospectus in New York City as amended or
supplemented in such quantities as the Representatives may reasonably request,
and, if the delivery of a prospectus is required at any time in connection with
the offering or sale of the Securities and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the Exchange
Act any document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as the Representatives may from time to time reasonably request of
an amended Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance;

         (d)   To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

         (e)   During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including the
later of (i) the termination of trading restrictions for such Designated
Securities, as notified to the Company by the Representatives and (ii) the Time
of Delivery for such Designated Securities, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company which mature more
than one year after such Time of Delivery and which are substantially similar to
such Designated Securities, without the prior written consent of the
Representatives; and

         (f)   If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

         6.    The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and




   9


expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to, and the fees and disbursements of counsel for
the Underwriters in connection with, any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

         7.    The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

         (a)   The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been






   10



initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;

         (b)   Counsel for the Underwriters shall have furnished to the
Representatives such written opinion or opinions (a draft of each such opinion
is attached as Annex II(a) hereto), dated the Time of Delivery for such
Designated Securities, with respect to the matters covered in paragraphs (i),
(iv), (v), (vi), (x), (xii) and (xiii) of subsection (c) below as well as such
other related matters as the Representatives may reasonably request, and such
counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

         (c)   Counsel for the Company satisfactory to the Representatives shall
have furnished to the Representatives their written opinion (a draft of such
opinion is attached as Annex II(b) hereto), dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:

         (i)   The Company has been duly incorporated and is validly existing as
         a corporation in good standing under the laws of the jurisdiction of
         its incorporation, with power and authority (corporate and other) to
         own its properties and conduct its business as described in the
         Prospectus as amended or supplemented;

         (ii)  The Company has an authorized capitalization as set forth in the
         Prospectus as amended or supplemented and all of the issued shares of
         capital stock of the Company have been duly and validly authorized and
         issued and are fully paid and non-assessable;

         (iii) To the best of such counsel's knowledge and other than as set
         forth in the Prospectus, there are no legal or governmental proceedings
         pending to which the Company or any of its subsidiaries is a party or
         of which any property of the Company or any of its subsidiaries is the
         subject which, if determined adversely to the Company or any of its
         subsidiaries, would individually or in the aggregate have a material
         adverse effect on the current or future consolidated financial
         position, shareholders' equity or results of operations of the Company
         and its subsidiaries; and, to the best of such counsel's knowledge, no
         such proceedings are threatened or contemplated by governmental
         authorities or threatened by others;

         (iv)  This Agreement and the Pricing Agreement with respect to the
         Designated Securities have been duly authorized, executed and delivered
         by the Company;



   11


         (v)    The Designated Securities have been duly authorized, executed,
         authenticated, issued and delivered and constitute valid and legally
         binding obligations of the Company entitled to the benefits provided by
         the Indenture; and the Designated Securities and the Indenture conform
         to the descriptions thereof in the Prospectus as amended or
         supplemented;

         (vi)   The Indenture has been duly authorized, executed and delivered
         by the parties thereto and constitutes a valid and legally binding
         instrument, enforceable in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles; and the Indenture has been duly qualified
         under the Trust Indenture Act;

         (vii)  The issue and sale of the Designated Securities and the
         compliance by the Company with all of the provisions of the Designated
         Securities, the Indenture, this Agreement and the Pricing Agreement
         with respect to the Designated Securities and the consummation of the
         transactions herein and therein contemplated will not conflict with or
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other agreement or instrument known to such counsel
         to which the Company is a party or by which the Company is bound or to
         which any of the property or assets of the Company is subject, nor will
         such actions result in any violation of the provisions of the
         Certificate of Incorporation or By-laws of the Company or any statute
         or any order, rule or regulation known to such counsel of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its properties;

         (viii) No consent, approval, authorization, order, registration or
         qualification of or with any such court or governmental agency or body
         is required for the issue and sale of the Designated Securities or the
         consummation by the Company of the transactions contemplated by this
         Agreement or such Pricing Agreement or the Indenture, except such as
         have been obtained under the Act and the Trust Indenture Act and such
         consents, approvals, authorizations, orders, registrations or
         qualifications as may be required under state securities or Blue Sky
         laws in connection with the purchase and distribution of the Designated
         Securities by the Underwriters;

         (ix)   Neither the Company nor any of its subsidiaries is in violation
         of its By-laws or Certificate of Incorporation or in default in the
         performance or observance of any material obligation, agreement,
         covenant or condition contained in any contract, indenture, mortgage,
         loan agreement, note, lease or other instrument to which it is a party
         or by which it or any of its properties may




   12


         be bound;

         (x)     The statements set forth in the Prospectus under the captions
         "Description of Offered Securities", and "Description of Debt
         Securities" insofar as they purport to constitute a summary of the
         terms of the Stock, under the caption "Taxation", and under the
         captions "Plan of Distribution" and "Underwriting", insofar as they
         purport to describe the provisions of the laws and documents referred
         to therein, are accurate, complete and fair;

         (xi)    The Company is not an "investment company", as such term is
         defined in the Investment Company Act;

         (xii) The documents incorporated by reference in the Prospectus as
         amended or supplemented (other than the financial statements and
         related schedules therein, as to which such counsel need express no
         opinion), when they became effective or were filed with the Commission,
         as the case may be, complied as to form in all material respects with
         the requirements of the Act or the Exchange Act, as applicable, and the
         rules and regulations of the Commission thereunder; and they have no
         reason to believe that any of such documents, when they became
         effective or were so filed, as the case may be, contained, in the case
         of a registration statement which became effective under the Act, an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or, in the case of other documents which were
         filed under the Act or the Exchange Act with the Commission, an untrue
         statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made when such documents were so
         filed, not misleading; and

         (xiii)  The Registration Statement and the Prospectus as amended or
         supplemented and any further amendments and supplements thereto made by
         the Company prior to the Time of Delivery for the Designated Securities
         (other than the financial statements and related schedules therein, as
         to which such counsel need express no opinion) comply as to form in all
         material respects with the requirements of the Act and the Trust
         Indenture Act and the rules and regulations thereunder; although they
         do not assume any responsibility for the accuracy, completeness or
         fairness of the statements contained in the Registration Statement or
         the Prospectus, except for those referred to in the opinion in
         subsection (x) of this Section 7(c), they have no reason to believe
         that, as of its effective date, the Registration Statement or any
         further amendment thereto made by the Company prior to the Time of
         Delivery (other than the financial statements and related schedules
         therein, as to which such counsel need express no opinion) contained an
         untrue statement of a material fact or




   13



         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading or that, as of
         its date, the Prospectus as amended or supplemented or any further
         amendment or supplement thereto made by the Company prior to the Time
         of Delivery (other than the financial statements and related schedules
         therein, as to which such counsel need express no opinion) contained an
         untrue statement of a material fact or omitted to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading or that, as of
         the Time of Delivery, either the Registration Statement or the
         Prospectus as amended or supplemented or any further amendment or
         supplement thereto made by the Company prior to the Time of Delivery
         (other than the financial statements and related schedules therein, as
         to which such counsel need express no opinion) contains an untrue
         statement of a material fact or omits to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; and they do
         not know of any amendment to the Registration Statement required to be
         filed or any contracts or other documents of a character required to be
         filed as an exhibit to the Registration Statement or required to be
         incorporated by reference into the Prospectus as amended or
         supplemented or required to be described in the Registration Statement
         or the Prospectus as amended or supplemented which are not filed or
         incorporated by reference or described as required;

         (d)   On the date of the Pricing Agreement for such Designated
Securities at a time prior to the execution of the Pricing Agreement with
respect to such Designated Securities and at the Time of Delivery for such
Designated Securities, the independent accountants of the Company who have
certified the financial statements of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement shall have furnished
to the Representatives a letter, dated the effective date of the Registration
Statement or the date of the most recent report filed with the Commission
containing financial statements and incorporated by reference in the
Registration Statement, if the date of such report is later than such effective
date, and a letter dated such Time of Delivery, respectively, to the effect set
forth in Annex II hereto, and with respect to such letter dated such Time of
Delivery, as to such other matters as the Representatives may reasonably request
and in form and substance satisfactory to the Representatives (the executed copy
of the letter delivered prior to the execution of this Agreement is attached as
Annex I(a) hereto and a draft of the form of letter to be delivered on the
effective date of any post-effective amendment to the Registration Statement and
as of each Time of Delivery is attached as Annex I(b) hereto);

         (e)   (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended prior to the date of the
Pricing Agreement




   14




relating to the Designated Securities any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus as amended
prior to the date of the Pricing Agreement relating to the Designated
Securities, and (ii) since the respective dates as of which information is given
in the Prospectus as amended prior to the date of the Pricing Agreement relating
to the Designated Securities there shall not have been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries or any change,
or any development involving a prospective change, in or affecting the general
affairs, management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Securities, the effect of which, in any
such case described in clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as first amended or supplemented relating to the Designated
Securities;

         (f)   On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities or preferred stock by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities or preferred stock;

         (g)   On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange; (ii) a suspension or material limitation in trading in the
Company's securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities declared by either Federal or New York State
authorities; or (iv) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war, if the effect of any such event specified in this clause (iv) in the
judgment of the Representatives makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as first amended or
supplemented relating to the Designated Securities;

         (h)   The Company shall have complied with the provisions of Section
5(c) hereof with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of this Agreement; and



   15


         (i)   The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company satisfactory to the
Representatives as to the accuracy of the representations and warranties of the
Company herein at and as of such Time of Delivery, as to the performance by the
Company of all of its obligations hereunder to be performed at or prior to such
Time of Delivery, as to the matters set forth in subsections (a) and (e) of this
Section and as to such other matters as the Representatives may reasonably
request.

         8.    (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities.

         (b)   Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or



   16



omission or alleged omission was made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

         (c)   Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

         (d)   If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the


   17







Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters of Designated Securities in this subsection (d)
to contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.


          (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within

   18


the meaning of the Act; and the obligations of the Underwriters under this
Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

     9.   (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.

          (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.


   19


          (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

     10.  The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

     11.  If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.

     12.  In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing,

   20

and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

     14.  Time shall be of the essence of each  Pricing  Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15.  This Agreement and each Pricing  Agreement  shall be governed by and
construed in accordance with the laws of the State of New York.

     16.  This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.



   21


         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof.

                                     Very truly yours,

                                     Visteon Corporation


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

Accepted as of the date hereof:

[Names of Representatives]
[Name(s) of Co-Representative(s)]

By:
   -----------------------------------



[Name(s) of Co-Representative Corporation(s)]

By:
   -----------------------------------------------






   22






                                                                         ANNEX I
                                PRICING AGREEMENT


[Names of Representatives],
[Names of Co-Representative(s)],
   As Representatives of the several
        Underwriters named in Schedule I hereto,
c/o [Names of Representatives],
[Address].
                                                                         , 20
                                                            --------------   ---
Ladies and Gentlemen:

         Visteon Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated       ,20  (the "Underwriting Agreement") between the Company
on the one hand and (Names of Representatives) and (names of Co-Representatives
named therein) on the other hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

   23


         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                   Very truly yours,

                                   Visteon Corporation


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

Accepted as of the date hereof:

[Names of Representatives]
[Name(s) of Co-Representative(s)]

By:
   ---------------------------------


[Name(s) of Co-Representative Corporation(s)]

By:
   --------------------------------------




   24


                                   SCHEDULE I
                                                                       PRINCIPAL
                                                                       AMOUNT OF
                                                                      DESIGNATED
UNDERWRITER                                                           SECURITIES
- -----------                                                              TO BE
                                                                       PURCHASED
                                                                      ----------


[Names of Representatives]                                                 $
                                                                      ----------

[Name(s) of Co-Representative(s)]
                                                                      ----------
[Names of other Underwriters]
                                                                      ----------














                                                                      ----------
                                                                      ----------
                           Total                                              $
                                                                      ==========


   25


                                   SCHEDULE II


TITLE OF DESIGNATED SECURITIES:

          [ %] [Floating Rate] [Zero Coupon] [Notes]
          [Debentures] due,

AGGREGATE PRINCIPAL AMOUNT:

          [$]

PRICE TO PUBLIC:

          % of the principal amount of the Designated Securities, plus accrued
          interest[, if any,] from      to      [and accrued amortization[, if
          any,] from to        ]

PURCHASE PRICE BY UNDERWRITERS:

          % of the principal amount of the Designated Securities, plus accrued
          interest from        to       [and accrued amortization[, if any,]
          from to ]

FORM OF DESIGNATED SECURITIES:

          [Definitive form to be made available for checking and packaging at
          least twenty-four hours prior to the Time of Delivery at the office of
          [The Depository Trust Company or its designated custodian] [the
          Representatives]](13)

          [Book-entry only form represented by one or more global securities
          deposited with The Depository Trust Company ("DTC") or its designated
          custodian, to be made available for checking by the Representatives at
          least twenty-four hours prior to the Time of Delivery at the office of
          DTC.](14)

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

          Federal (same day) funds(15)

TIME OF DELIVERY:

          a.m. (New York City time),          , 19



   26

INDENTURE:

          Indenture dated        , 19       , between the Company and
          as Trustee

MATURITY:

INTEREST RATE:

         [   %] [Zero Coupon] [See Floating Rate Provisions]

INTEREST PAYMENT DATES:

         [months and dates, commencing                      , 19  ]


REDEMPTION PROVISIONS:

         [No provisions for redemption]
         [The Designated Securities may be redeemed, otherwise than through the
         sinking fund, in whole or in part at the option of the Company, in the
         amount of [$ ] or an integral multiple thereof,

         [on or after        , at the following redemption prices (expressed in
         percentages of principal amount). If [redeemed on or before       , %,
         and if] redeemed during the 12-month period beginning          ,



                                                 REDEMPTION
               YEAR                                 PRICE
               ----                              ----------

         and thereafter at 100% of their principal amount, together in each case
         with accrued interest to the redemption date.]

         [on any interest payment date falling on or after        ,        , at
         the election of the Company, at a redemption price equal to the
         principal amount thereof, plus accrued interest to the date of
         redemption.]]

         [Other possible redemption provisions, such as mandatory redemption
         upon occurrence of certain events or redemption for changes in tax law]


   27

         [Restriction on refunding]

SINKING FUND PROVISIONS:

         [No sinking fund provisions]

         [The Designated Securities are entitled to the benefit of a sinking
         fund to retire [$ ] principal amount of Designated Securities
         on          in each of the years through

               at 100% of their principal amount plus accrued interest[,
         together with [cumulative] [noncumulative] redemptions at the option of
         the Company to retire an additional [$       ] principal amount of
         Designated Securities in the years through             at 100% of their
         principal amount plus accrued interest.]

       [If Designated Securities are extendable debt securities, insert--

EXTENDABLE PROVISIONS:

         Designated Securities are repayable on           ,        [insert date
         and years], at the option of the holder, at their principal amount with
         accrued interest. The initial annual interest rate will be           %,
         and thereafter the annual interest rate will be adjusted on           ,
         and        to a rate not less than           % of the effective annual
         interest rate on U.S. Treasury obligations with          -year
         maturities as of the [insert date 15 days prior to maturity date] prior
         to such [insert maturity date].]

      [If Designated Securities are floating rate debt securities, insert--

FLOATING RATE PROVISIONS:

         Initial annual interest rate will be               % through
         [and thereafter will be adjusted [monthly] [on each        ,      , and
                    ] [to an annual rate of % above the average rate for
         -year [month][securities][certificates of deposit] issued by
                                       and          [insert names of banks].]
         [and the annual interest rate [thereafter] [from
                         through ] will be the interest yield equivalent of the
         weekly average per annum market discount rate for                -month
         Treasury bills plus           % of Interest Differential (the excess,
         if any, of (i) the then current weekly average per annum secondary
         market yield for -month certificates of deposit over (ii) the then
         current interest yield equivalent of the weekly average per annum
         market discount rate for              -month Treasury bills); [from
                    and thereafter the rate will be the then current interest
         yield equivalent plus % of Interest Differential].]


   28

DEFEASANCE PROVISIONS:


CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:


ADDITIONAL CLOSING CONDITIONS:



NAMES AND ADDRESSES OF REPRESENTATIVES:

         Designated Representatives:

         Address for Notices, etc.:

[OTHER TERMS]*:


   29

                                                                        ANNEX II


         Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

              (i)   They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the applicable rules and regulations adopted by the Commission;

              (ii)  In their opinion, the financial statements and any
         supplementary financial information and schedules audited (and, if
         applicable, financial forecasts and/or pro forma financial information)
         examined by them and included or incorporated by reference in the
         Registration Statement or the Prospectus comply as to form in all
         material respects with the applicable accounting requirements of the
         Act or the Exchange Act, as applicable, and the related rules and
         regulations; and, if applicable, they have made a review in accordance
         with standards established by the American Institute of Certified
         Public Accountants of the consolidated interim financial statements,
         selected financial data, pro forma financial information, financial
         forecasts and/or condensed financial statements derived from audited
         financial statements of the Company for the periods specified in such
         letter, as indicated in their reports thereon, copies of which have
         been furnished to the representative or representatives of the
         Underwriters (the "Representatives") such term to include an
         Underwriter or Underwriters who act without any firm being designated
         as its or their representatives and are attached to such letters;

              (iii)  They have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus and/or included in the Company's quarterly
         report on Form 10-Q incorporated by reference into the Prospectus as
         indicated in their reports thereon copies of which are attached to such
         letters; and on the basis of specified procedures including inquiries
         of officials of the Company who have responsibility for financial and
         accounting matters regarding whether the unaudited condensed
         consolidated financial statements referred to in paragraph (vi)(A)(i)
         below comply as to form in all material respects with the applicable
         accounting requirements of the Act and the Exchange Act and the related
         rules and regulations, nothing came to their attention that caused them
         to believe that the unaudited condensed consolidated financial
         statements do not comply as to form in all material respects with the
         applicable accounting requirements of the Act and the Exchange Act and
         the related rules and regulations adopted by the Commission;


   30

              (iv)  The unaudited selected financial information with respect
         to the consolidated results of operations and financial position of the
         Company for the five most recent fiscal years included in the
         Prospectus and included or incorporated by reference in Item 6 of the
         Company's Annual Report on Form 10-K for the most recent fiscal year
         agrees with the corresponding amounts (after restatement where
         applicable) in the audited consolidated financial statements for five
         such fiscal years included or incorporated by reference in the
         Company's Annual Reports on Form 10-K for such fiscal years;

              (v)   They have compared the information in the Prospectus under
         selected captions with the disclosure requirements of Regulation S-K
         and on the basis of limited procedures specified in such letter nothing
         came to their attention as a result of the foregoing procedures that
         caused them to believe that this information does not conform in all
         material respects with the disclosure requirements of Items 301, 302,
         402 and 503(d), respectively, of Regulation S-K;

             (vi)   On the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Company and its subsidiaries
         since the date of the latest audited financial statements included or
         incorporated by reference in the Prospectus, inquiries of officials of
         the Company and its subsidiaries responsible for financial and
         accounting matters and such other inquiries and procedures as may be
         specified in such letter, nothing came to their attention that caused
         them to believe that:

                    (A)   (i) the unaudited condensed consolidated
              statements of income, consolidated balance sheets and consolidated
              statements of cash flows included in the Prospectus and/or
              included or incorporated by reference in the Company's Quarterly
              Reports on Form 10-Q incorporated by reference in the Prospectus
              do not comply as to form in all material respects with the
              applicable accounting requirements of the Exchange Act and the
              published rules and regulations adopted by the Commission, or (ii)
              any material modifications should be made to the unaudited
              condensed consolidated statements of income, consolidated balance
              sheets and consolidated statements of cash flows included in the
              Prospectus or included in the Company's Quarterly Reports on Form
              10-Q incorporated by reference in the Prospectus for them to be in
              conformity with generally accepted accounting principles;


   31

                    (B)  any other unaudited income statement data and
              balance sheet items included in the Prospectus do not agree with
              the corresponding items in the unaudited consolidated financial
              statements from which such data and items were derived, and any
              such unaudited data and items were not determined on a basis
              substantially consistent with the basis for the corresponding
              amounts in the audited consolidated financial statements included
              or incorporated by reference in the Company's Annual Report on
              Form 10-K for the most recent fiscal year;

                    (C)  the unaudited financial statements which were not
              included in the Prospectus but from which were derived the
              unaudited condensed financial statements referred to in clause (A)
              and any unaudited income statement data and balance sheet items
              included in the Prospectus and referred to in clause (B) were not
              determined on a basis substantially consistent with the basis for
              the audited financial statements included or incorporated by
              reference in the Company's Annual Report on Form 10-K for the most
              recent fiscal year;

                    (D)  any unaudited pro forma consolidated condensed
              financial statements included or incorporated by reference in the
              Prospectus do not comply as to form in all material respects with
              the applicable accounting requirements of the Act and the rules
              and regulations adopted by the Commission thereunder or the pro
              forma adjustments have not been properly applied to the historical
              amounts in the compilation of those statements;

                    (E)  as of a specified date not more than five days
              prior to the date of such letter, there have been any changes in
              the consolidated capital stock (other than issuances of capital
              stock upon exercise of options and stock appreciation rights, upon
              earn-outs of performance shares and upon conversions of
              convertible securities, in each case which were outstanding on the
              date of the latest balance sheet included or incorporated by
              reference in the Prospectus) or any increase in the consolidated
              long-term debt of the Company and its subsidiaries, or any
              decreases in consolidated net current assets or stockholders'
              equity or other items specified by the Representatives, or any
              increases in any items specified by the Representatives, in each
              case as compared with amounts shown in the latest balance sheet
              included or incorporated by reference in the Prospectus, except in
              each case for changes, increases or decreases which the Prospectus
              discloses have occurred or may occur or which are described in
              such letter; and

                    (F)  for the period from the date of the latest
              financial statements


   32

              included or incorporated by reference in the Prospectus to the
              specified date referred to in clause (E) there were any decreases
              in consolidated net revenues or operating profit or the total or
              per share amounts of consolidated net income or other items
              specified by the Representatives, or any increases in any items
              specified by the Representatives, in each case as compared with
              the comparable period of the preceding year and with any other
              period of corresponding length specified by the Representatives,
              except in each case for increases or decreases which the
              Prospectus discloses have occurred or may occur or which are
              described in such letter; and

              (vii)      In addition to the audit referred to in their report(s)
         included or incorporated by reference in the Prospectus and the limited
         procedures, inspection of minute books, inquiries and other procedures
         referred to in paragraphs (iii) and (vi) above, they have carried out
         certain specified procedures, not constituting an audit in accordance
         with generally accepted auditing standards, with respect to certain
         amounts, percentages and financial information specified by the
         Representatives which are derived from the general accounting records
         of the Company and its subsidiaries, which appear in the Prospectus
         (excluding documents incorporated by reference), or in Part II of, or
         in exhibits and schedules to, the Registration Statement specified by
         the Representatives or in documents incorporated by reference in the
         Prospectus specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement.

         All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.

   1



                                                                     Exhibit 4.1









                              VISTEON CORPORATION

                                      AND


                          BANK ONE TRUST COMPANY, N.A.,

                                    TRUSTEE



                                   INDENTURE





                             DATED AS JUNE 23, 2000




                                DEBT SECURITIES





   2



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                             ARTICLE I. DEFINITIONS


SECTION 1.01.     Definitions                                                 1
SECTION 1.02.     Notice to Securityholders                                   7

      ARTICLE II. ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01.     Amount Unlimited; Issuable In Series                        7
SECTION 2.02.     Form of Trustee's Certificate of Authentication             10
SECTION 2.03.     Form, Execution, Authentication, Delivery and Dating of
                  Securities                                                  10
SECTION 2.04.     Denominations; Record Date                                  12
SECTION 2.05.     Exchange and Registration of Transfer of Securities         12
SECTION 2.06.     Temporary Securities                                        14
SECTION 2.07.     Mutilated, Destroyed, Lost or Stolen Securities             14
SECTION 2.08.     Cancellation                                                15
SECTION 2.09.     Computation of Interest                                     15
SECTION 2.10.     Securities in Global Form                                   15
SECTION 2.11.     Medium-Term Securities                                      16
SECTION 2.12.     CUSIP Numbers                                               16

                      ARTICLE III. REDEMPTION OF SECURITIES

SECTION 3.01.     Redemption of Securities; Applicability of Article          17
SECTION 3.02.     Notice of Redemption; Selection of Securities               17
SECTION 3.03.     Payment of Securities Called for Redemption                 18

               ARTICLE IV. PARTICULAR COVENANTS OF THE CORPORATION

SECTION 4.01.     Payment of Principal, Premium, Interest and Additional
                  Amounts                                                     19
SECTION 4.02.     Offices for Notices and Payments, Etc.                      19
SECTION 4.03.     Provisions as to Paying Agent                               20
SECTION 4.04.     Luxembourg Publications                                     21
SECTION 4.05.     Statement by Officers as to Default                         21
SECTION 4.06.     Limitations on Liens                                        21
SECTION 4.07.     Limitation on Sale and Lease-back                           22
SECTION 4.08.     Definitions Applicable to Sections 4.06 and 4.07            22

  ARTICLE V. SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE
             TRUSTEE

SECTION 5.01.     Securityholder Lists                                        24
SECTION 5.02.     Preservation and Disclosure of Lists                        25
SECTION 5.03.     Reports by the Corporation                                  26
SECTION 5.04.     Reports by the Trustee                                      26
   3


                         ARTICLE VI. REMEDIES ON DEFAULT

SECTION 6.01.     Events of Default                                           27
SECTION 6.02.     Payment of Securities on Default; Suit Therefor             29
SECTION 6.03.     Application of Moneys Collected by Trustee                  30
SECTION 6.04.     Proceedings by Securityholders                              31
SECTION 6.05.     Remedies Cumulative and Continuing                          32
SECTION 6.06.     Direction of Proceedings                                    32
SECTION 6.07.     Notice of Defaults                                          33
SECTION 6.08.     Undertaking to Pay Costs                                    33

                       ARTICLE VII. CONCERNING THE TRUSTEE

SECTION 7.01.     Duties and Responsibilities of Trustee                      33
SECTION 7.02.     Reliance on Documents, Opinions, Etc.                       34
SECTION 7.03.     No Responsibility for Recitals, Etc.                        35
SECTION 7.04.     Ownership of Securities or Coupons                          35
SECTION 7.05.     Moneys to Be Held in Trust                                  35
SECTION 7.06.     Compensation and Expenses of Trustee                        36
SECTION 7.07.     Officers' Certificate as Evidence                           36
SECTION 7.08.     Conflicting Interest of Trustee                             36
SECTION 7.09.     Eligibility of Trustee                                      36
SECTION 7.10.     Resignation or Removal of Trustee                           37
SECTION 7.11.     Acceptance by Successor Trustee                             38
SECTION 7.12.     Successor by Merger, Etc.                                   39
SECTION 7.13.     Limitations on Rights of Trustee as Creditor                39

                   ARTICLE VIII. CONCERNING THE SECURITYHOLDERS

SECTION 8.01.     Action by Securityholders                                   39
SECTION 8.02.     Proof of Execution by Securityholders                       40
SECTION 8.03.     Who Are Deemed Absolute Owners                              40
SECTION 8.04.     Corporation-owned Securities Disregarded                    41
SECTION 8.05.     Revocation of Consents; Future Securityholders Bound        41
SECTION 8.06.     Securities in a Foreign Currency                            41

                   ARTICLE IX. SECURITYHOLDERS' MEETINGS

SECTION 9.01.     Purposes of Meetings                                        42
SECTION 9.02.     Call of Meetings by Trustee                                 42
SECTION 9.03.     Call of Meetings by Corporation or Securityholders          43
SECTION 9.04.     Qualification for Voting                                    43
SECTION 9.05.     Regulations                                                 43
SECTION 9.06.     Voting                                                      44

                  ARTICLE X. SUPPLEMENTAL INDENTURES




   4

SECTION 10.01.    Supplemental Indentures Without Consent of Securityholders  44
SECTION 10.02.    Supplemental Indentures with Consent of Securityholders     46
SECTION 10.03.    Compliance with Trust Indenture Act; Effect of Supplemental
                  Indentures                                                  47
SECTION 10.04.    Notation on Securities                                      47

             ARTICLE XI. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01.    Corporation May Consolidate, Etc., on Certain Terms         47
SECTION 11.02.    Successor Corporation Substituted                           48
SECTION 11.03.    Certificate to Trustee                                      48

      ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE;UNCLAIMED MONEYS

SECTION 12.01.    Discharge of Indenture                                      48
SECTION 12.02.    Satisfaction, Discharge and Defeasance of Securities of Any
                  Series                                                      49
SECTION 12.03.    Deposited Moneys to Be Held in Trust by Trustee             50
SECTION 12.04.    Paying Agent to Repay Moneys Held                           50
SECTION 12.05.    Return of Unclaimed Moneys                                  51

  ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND
                DIRECTORS

SECTION 13.01.    Indenture And Securities Solely Corporate Obligations       51

                      ARTICLE XIV. MISCELLANEOUS PROVISIONS

SECTION 14.01.    Benefits of Indenture Restricted to Parties and
                  Securityholders                                             51
SECTION 14.02.    Provisions Binding on Corporation's Successors              52
SECTION 14.03.    Addresses for Notices, Etc.                                 52
SECTION 14.04.    Evidence of Compliance with Conditions Precedent            52
SECTION 14.05.    Legal Holidays                                              52
SECTION 14.06.    Trust Indenture Act to Control                              52
SECTION 14.07.    Execution in Counterparts                                   53
SECTION 14.08.    New York Contract                                           53
SECTION 14.09.    Judgment Currency                                           53
SECTION 14.10.    Severability of Provisions                                  53
SECTION 14.11.    Corporation Released from Indenture Requirements under
                  Certain  Circumstances                                      53

   5





                              CROSS-REFERENCE TABLE

SECTION OF ACT                               SECTION
                                             OF INDENTURE


310(a)(1),(2)and (5)                         7.09
310(a)(3) and (4)                            Not applicable
310(b)                                       7.08
310(c)                                       Not applicable
311(a) and (b)                               7.13
311(c)                                       Not applicable
312(a)                                       5.01 and 5.02(a)
312(b) and (c)                               5.02(b) and (c)
313(a) and (b)                               5.04(a)
313(c)                                       5.04(a)
313(d)                                       5.04(b)
314(a)                                       5.03
314(b)                                       Not applicable
314(c)(1) and (2)                            14.04
314(c)(3)                                    Not applicable
314(d)                                       Not applicable
314(e)                                       14.04
315(a), (c) and (d)                          7.01
315(b)                                       6.07
315(e)                                       6.08
316(a)(1)                                    6.06
316(a)(2)                                    Omitted
316(a)last sentence                          8.04
316(b)                                       6.04
316(c)                                       9.02
317(a)                                       6.02
317(b)                                       4.03
318(a)                                      14.06



This tie-sheet is not part of the Indenture as executed.


   6

         THIS INDENTURE, dated as of the 23rd day of June, 2000 between VISTEON
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter sometimes called the "Corporation"), party of the
first part, and BANK ONE TRUST COMPANY, N.A., a banking association duly
incorporated and existing under the laws of the United States of America, as
trustee hereunder (hereinafter sometimes called the "Trustee," which term shall
include any successor trustee appointed pursuant to Article Seven).

                                   WITNESSETH:

         WHEREAS, the Corporation deems it necessary or appropriate to issue
from time to time for its lawful purposes securities (hereinafter called the
"Securities" or, in the singular, "Security") evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Securities in one or more series,
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times and to have such other provisions as shall be established as
hereinafter provided; and

         WHEREAS, the Corporation represents that all acts by it necessary to
constitute these presents a valid indenture and agreement according to its terms
have been done and performed, and the execution of this Indenture has in all
respects been duly authorized by the Corporation, and the Corporation, in the
exercise of legal rights and power in it vested, is executing this Indenture;

         NOW, THEREFORE: In order to declare the terms and conditions upon which
the Securities are authenticated, issued and received, and in consideration of
the premises, of the purchase and acceptance of the Securities by the Holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
execution of these presents, the receipt whereof is hereby acknowledged, the
Corporation covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective Holders from time to time of the
Securities, as follows:


                                   ARTICLE I.

                                  DEFINITIONS.

               SECTION 1.1. Definitions. The terms defined in this Section
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939 or which are by reference therein defined in the Securities Act of 1933, as
amended, shall have the meanings (except as herein otherwise expressly provided
or unless the context otherwise clearly requires) assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole, including
the Exhibits to this instrument, and not to any particular article, Section or
other subdivision. Certain terms used wholly or principally within an Article of
this Indenture may be defined in that Article.



   7


Additional Amounts:

         The term "Additional Amounts" shall mean any additional amounts which
are required by a Security or by or pursuant to a Board Resolution under
circumstances specified therein, to be paid by the Corporation in respect of
certain taxes, assessments or governmental charges imposed on certain Holders of
Securities and which are owing to such Holders of Securities.

Authorized Newspaper:

         The term "Authorized Newspaper" shall mean a newspaper in an official
language of the country of publication of general circulation in the place in
connection with which the term is used. If it shall be impracticable in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.

Board of Directors:

         The term "Board of Directors" shall mean the Board of Directors of the
Corporation or the Executive Committee or Securities Pricing Committee of the
Corporation or any committee established by the Board of Directors.

Board Resolution:

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

Business Day:

         The term "Business Day" shall mean, with respect to any Security, a day
(other than a Saturday or Sunday) that in the city (or in any of the cities, of
more than one) in which amounts are payable as specified on the face of the form
of such Security, is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close.

Corporate Trust Office:

         The term "Corporate Trust Office" means the office of the Trustee in
_______, _______, at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
                , except that, with respect to presentation of Securities for
payment or registration of transfers and exchanges and the location of the
Security Registrar, such term means the office or agency of the Trustee located
at

Corporation:

         The term "Corporation" shall mean the person named as the "Corporation"
in the first

   8

paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Corporation" shall mean such successor corporation.

Corporation Order:

         The term "Corporation Order" shall mean any request, order or
confirmation to the Trustee signed by a person designated pursuant to Section
2.03, which may be transmitted by telex, by telecopy or in writing.

Coupon:

         The term "Coupon" shall mean any interest coupon appertaining to a
Security.

Coupon Security:

         The term "Coupon Security" shall mean any Security authenticated and
delivered with one or more Coupons appertaining thereto.

Currency:

         The term "Currency" means dollars or foreign currency.

Depository:

         The term "Depository" shall mean, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository by the Corporation pursuant to
Section 2.01 until a successor Depository shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depository" shall mean
or include each Person who is then a Depository hereunder, and if at any time
there is more than one such Person, "Depository" as used with respect to the
Securities of any such series shall mean the Depository with respect to the
Securities of that series.

Event of Default:

         The term "Event of Default" shall mean any event specified as such in
Section 6.01.

Global Security:

         The term "Global Security" shall mean a Registered Security or an
Unregistered Security evidencing all or part of a series of Securities issued to
the Depository for such series in accordance with Section 2.03.

Holder:

         The terms "Holder," "Holder of Securities," "Securityholder" or other
similar terms, shall mean (a) in the case of any Registered Security, the person
in whose name at the time such

   9

Security is registered on the registration books kept for that purpose in
accordance with the terms hereof, and (b) in the case of any Unregistered
Security, the bearer of such Security.

Indenture:

         The term "Indenture" shall mean this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

Interest Payment Date:

         The term "Interest Payment Date" when used with respect to any
Security, means the stated maturity of an installment of interest on such
Security.

Issue Date:

         The term "Issue Date" shall mean, with respect to any Security, whether
evidenced by a Registered Security or an Unregistered Security, the date such
Security is authenticated pursuant to Section 2.03.

Maturity Date:

         The term "Maturity Date" when used with respect to any Security, shall
mean the stated maturity of the Security.

Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed on
behalf of the Corporation (and without personal liability), and complying with
Section 14.04, by the Chairman of the Board of Directors or the President or any
Vice President or the Treasurer and by the Secretary or any Assistant Secretary
or, if the other signatory is other than the Treasurer, any Assistant Treasurer
of the Corporation.

Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing,
complying with Section 14.04, signed by legal counsel who may be an employee of
or counsel to the Corporation or who may be other counsel acceptable to the
Trustee.

Original Issue Discount Securities:

         The term "Original Issue Discount Securities" shall mean any Securities
that are initially sold at a discount from the principal amount thereof and that
provide upon an Event of Default for declaration of an amount less than the
principal amount thereof to be due and payable upon acceleration thereof.

Outstanding:
   10

         The term "outstanding" when used with reference to Securities, shall,
subject to the provisions of Section 8.01, Section 8.04 and Section 8.06, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except

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

               (b) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Corporation) or
shall have been set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own Paying Agent), provided, that if such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and

               (c) Securities in lieu of and in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Article Two, unless proof satisfactory to the Trustee is presented that any such
Securities are held by bona fide Holders in due course.

Paying Agent:

         The term "Paying Agent" shall mean initially Bank One Trust Company,
N.A. and, subsequently, any other paying agent appointed by the Corporation from
time to time in respect of the Securities.

Person:

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

Place of Payment:

         The term "Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest, if any, (and Additional Amounts, if any) on the Securities of
that series are payable.

Registered Security:

         The term "Registered Security" shall mean any Security registered on
the Security registration books of the Corporation.

Regular Record Date:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Sections 2.01 and 2.04.
   11

Responsible Officer:

         The term "responsible officer" when used with respect to the Trustee
shall mean any officer assigned by the Trustee to administer its corporate trust
matters.

Security Register and Security Registrar:

         The term "Security Register" and "Security Registrar" shall have the
respective meanings specified in Section 2.05.

Significant Subsidiary:

         The term "Significant Subsidiary" shall mean any Subsidiary of the
Corporation that, at any time, has at least 5% of the consolidated revenues of
the Corporation and its Subsidiaries at such time as reflected in the most
recent annual audited consolidated financial Statements of the Corporation.

Subsidiary:

         The term "Subsidiary" shall mean any corporation or other entity of
which at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of another class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time owned by the Corporation, or by one or more Subsidiaries, or by the
Corporation and one or more Subsidiaries.

Trust Indenture Act of 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended.

United States:

         The term "United States" shall mean the United States of America
(including the states thereof and the District of Columbia) and its possessions
(including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands).

Unregistered Security:

         The term "Unregistered Security" shall mean any Security other than a
Registered Security.

U.S. Dollar:
   12

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

          SECTION 1.02. Notice to Securityholders. Except as otherwise expressly
provided herein, where this Indenture provides for notice to Holders of
Securities of any event, such notice shall be sufficiently given if in writing
and mailed, first class, postage prepaid, to each Holder at such Holder's
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for such notice.

     Neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders of Securities.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

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

                                   ARTICLE II.

           ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.

          SECTION 2.01. Amount Unlimited; Issuable In Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

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

               (2)  any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.02 or 10.04);

               (3)  the date or dates on which the principal of the Securities
of the series is payable;

               (4)  the rate or rates, which may be fixed or variable, at which
the


   13

Securities of the series shall bear interest, if any, and if the rate or rates
are variable, the manner of calculation thereof, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable and, in the case of Registered Securities, the Regular Record
Date for the determination of Holders of such Securities to whom interest is
payable on any Interest Payment Date;

               (5)  the place or places (in addition to such place or places
specified in this Indenture) where the principal of (and premium, if any),
interest, if any, and Additional Amounts, if any, on Securities of the series
shall be payable;

               (6)  the right, if any, of the Corporation to redeem Securities
of the series, in whole or in part, at its option and the period or periods
within which, the price or prices at which and the terms and conditions upon
which Securities of the series may be redeemed pursuant to any sinking fund or
otherwise;

               (7)  the obligation, if any, of the Corporation to redeem,
purchase or repay Securities of the series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;

               (8)  if other than U.S. Dollars, the currency or currencies,
including Euros, in which the Securities of the series shall be denominated and
in which payments of principal of (premium, if any), interest, if any, and
Additional Amounts, if any, payable with respect to such Securities shall or may
be payable; the manner in which such currency or currencies will be determined;
and if the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on the Securities of such series are to be payable, at the
election of the Corporation or a Holder thereof, in a currency or currencies,
other than that or those in which the Securities are stated to be payable, the
currency or currencies in which payment of the principal of (and premium, if
any), interest, if any, and Additional Amounts, if any, on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

               (9)  if the amount of principal of and interest on the Securities
of the series may be determined with reference to an index based on a currency
or currencies other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

               (10) the denominations in which Securities of the series shall be
issuable, if other than U.S. $1,000 or integral multiples thereof, with respect
to Registered Securities, and denominations of U.S. $1,000 and U.S. $5,000 for
Unregistered Securities;

               (11) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof or which the Trustee shall
be entitled to claim pursuant to Section 6.02;

               (12) whether the Securities of the series will be issuable as
Registered

   14

Securities or Unregistered Securities (with or without Coupons), or both, any
restrictions applicable to the offer, sale or delivery of Unregistered
Securities and, if other than as provided for in Section 2.05, the terms upon
which Unregistered Securities of the series may be exchanged for Registered
Securities of such series and vice versa; and whether the Securities of the
series shall be issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depository for such Global Security or
Securities and whether any Global Securities of the series are to be issuable
initially in temporary form and whether any Global Securities of the series are
to be issuable in definitive form with or without Coupons and, if so, whether
beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination, and the circumstances under which and the
place or places where any such exchanges may occur, if other than in the manner
provided in Section 2.05;

               (13) whether and under what circumstances the Corporation will
pay Additional Amounts on the Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Corporation will have the option to redeem such Securities rather than pay such
Additional Amounts;

               (14) the provisions, if any, for the defeasance of the Securities
of the series;

               (15) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;

               (16) except as otherwise provided herein, any trustees,
depositories, authenticating or paying agents, transfer agents, registrars or
any other agents with respect to the Securities of such series;

               (17) The percentage of their principal amount at which the
Securities will be issued;

               (18) any securities exchanges on which the Securities will be
listed; and

               (19) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture);

     All Securities of any one series shall be substantially identical except
(i) as to denomination, (ii) that Securities of any series may be issuable as
either Registered Securities or Unregistered Securities and (iii) as may
otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officers' Certificate or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Corporation and
delivered to the Trustee at the same time as or

   15

prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

          SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in the following form:

     {FORM OF BANK ONE TRUST COMPANY, N.A.'S CERTIFICATE OF AUTHENTICATION}

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                        Bank One Trust Company, N.A.,
                                        as Trustee,


                                                                           By:
                                             Authorized Signatory

          SECTION 2.03. Form, Execution, Authentication, Delivery and Dating of
Securities. The Securities of each series and the Coupons, if any, to be
attached thereto, shall be in the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Corporation may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Securities may be listed, or to conform to usage.

     Each Security and Coupon shall be executed on behalf of the Corporation by
its Chairman of the Board of Directors or the President or any Vice President or
its Treasurer or any Assistant Treasurer and the Secretary or any Assistant
Secretary, or, if the other signatory is other than the Treasurer or any
Assistant Treasurer, any assistant Treasurer, under its Corporate seal. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Corporation may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.

     Each Security and Coupon bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Security, or the Security to which such Coupon appertains. At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver Securities of any series executed by the Corporation and, in the
case of Coupon Securities, having attached thereto appropriate Coupons, to the
Trustee for authentication, together with a Corporation Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Corporation Order shall authenticate and deliver such Securities. If
the form or terms of the Securities or Coupons of the series have been
established in or pursuant to one or more Board Resolutions as permitted by this
Section and Section 2.01, in authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall

   16

be entitled to receive, and (subject to Section 7.01) shall be fully protected
in relying upon, an Opinion of Counsel stating:

          (a)  if the form of such Securities or Coupons has been established by
or pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;

          (b)  if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such terms have
been established in conformity with the provisions of this Indenture; and

          (c)  that each such Security and Coupon, when authenticated and
delivered by the Trustee and issued by the Corporation in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Corporation, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to
or affecting the enforcement of creditors' rights and to general equity
principles, whether applied in a proceeding at law or in equity. If such form or
terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and the Indenture or otherwise in a manner that is not reasonably
acceptable to the Trustee.

     Every Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in or pursuant to the
Board Resolution or supplemental indenture referred to in Section 2.01 or, if no
such terms are specified, the date of its original issuance.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been duly authenticated and delivered hereunder but never issued and sold
by the Corporation, and the Corporation shall deliver such Security to the
Trustee for cancellation as provided in Section 2.08 together with a written
statement (which need not comply with Section 14.04 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Corporation, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

     If the Corporation shall establish pursuant to Section 2.01 that the
Securities of a series are to be issued in whole or in part in the form of a
Global Security, then the Corporation shall execute and the Trustee shall in
accordance with this Section and the Corporation Order with respect to such
series authenticate and deliver the Global Security that (i) shall represent and
shall be denominated in an aggregate amount equal to the aggregate principal
amount of outstanding Securities of such series to be represented by the Global
Security, (ii) shall be

   17

registered, if in registered form, in the name of the Depository for such Global
Security or the nominee of such Depository, and (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instructions.

     Each Depository designated pursuant to Section 2.01 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as Depository, be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

          SECTION 2.04. Denominations; Record Date. The Securities shall be
issuable as Registered Securities or Unregistered Securities in such
denominations as may be specified as contemplated in Section 2.01. In the
absence of any such specification with respect to any series, such Securities
shall be issuable in the denomination contemplated by Section 2.01.

     The term "record date" as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days as
shall be specified in the terms of the Registered Securities of any particular
series as contemplated by Section 2.01; provided, however, that in the absence
of any such provisions with respect to any series, such term shall mean (1) the
last day of the calendar month next preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of a calendar month; or (2) the
fifteenth day of a calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the first day of the calendar month.

     The person in whose name any Registered Security is registered at the close
of business on the Regular Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable and Additional Amounts, if
any, payable on such Interest Payment Date notwithstanding the cancellation of
such Registered Security upon any transfer or exchange thereof subsequent to
such Regular Record Date and prior to such Interest Payment Date; provided,
however, that if and to the extent the Corporation shall default in the payment
of the interest and Additional Amounts, if any, due on such Interest Payment
Date, such defaulted interest and Additional Amounts, if any, shall be paid to
the persons in whose names outstanding Registered Securities are registered on a
subsequent record date established by notice given by mail by or on behalf of
the Corporation to the Holders of Securities of the series in default not less
than fifteen days preceding such subsequent record date, such record date to be
not less than five days preceding the date of payment of such defaulted
interest.

          SECTION 2.05. Exchange and Registration of Transfer of Securities.
Registered securities of any series may be exchanged for a like aggregate
principal amount of Registered Securities of other authorized denominations of
such series. Registered Securities to be exchanged shall be surrendered at the
office or agency to be designated and maintained by the Corporation for such
purpose in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02, and the Corporation shall execute and register
and the Trustee shall authenticate and deliver in exchange therefor the
Registered Security or Registered Securities that the Holder making the exchange
shall have been entitled to receive.

     If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.01, at
the option of the Holder thereof,

   18

Unregistered Securities of any series may be exchanged for Registered Securities
of such series of any authorized denominations and of a like aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Corporation that shall be maintained for such purpose in
accordance with Section 4.02, with, in the case of Unregistered Securities that
are Coupon Securities, all unmatured Coupons and all matured Coupons in default
thereto appertaining. At the option of the Holder thereof, if Unregistered
Securities of any series are issued in more than one authorized denomination,
except as otherwise specified pursuant to Section 2.01, such Unregistered
Securities may be exchanged for Unregistered Securities of such series of other
authorized denominations and of a like aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Corporation that shall be maintained for such purpose in accordance with Section
4.02 or as specified pursuant to Section 2.01, with, in the case of Unregistered
Securities that are Coupon Securities, all unmatured Coupons and all matured
Coupons in default thereto appertaining. Unless otherwise specified pursuant to
Section 2.01, Registered Securities of any series may not be exchanged for
Unregistered Securities of such series. Whenever any Securities are so
surrendered for exchange the Corporation shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive.

     The Corporation or its designated agent (the "Security Registrar") shall
keep, at such office or agency, a Security Register (the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Corporation shall register Securities and shall register the transfer of
Registered Securities as provided in this Article Two. The Security Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Security
Register shall be open for inspection by the Trustee. Upon due presentment for
registration of transfer of any Registered Security of a particular series at
such office or agency, the Corporation shall execute and the Corporation or the
Security Registrar shall register and the Trustee shall authenticate and deliver
in the name of the transferee or transferees a new Registered Security or
Registered Securities of such series for an equal aggregate principal amount.

     Unregistered Securities (except for any temporary bearer Securities) and
Coupons shall be transferable by delivery.

     All Securities presented for registration of transfer or for exchange,
redemption or payment, as the case may be, shall (if so required by the
Corporation or the Trustee) be duly endorsed by, or be accompanied by, a written
instrument or instruments of transfer in form satisfactory to the Corporation
and the Trustee duly executed by the Holder or his, her or its attorney duly
authorized in writing.

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

     The Corporation shall not be required to exchange or register a transfer of
(a) any Registered Securities of any series for a period of fifteen days next
preceding any selection of Registered Securities of such series to be redeemed,
or (b) any Security of any such series selected for redemption except in the
case of any such series to be redeemed in part, the

   19

portion thereof not to be so redeemed.

     Notwithstanding anything herein or in the terms of any series of Securities
to the contrary, neither the Corporation nor the Trustee (which shall rely on an
Officers' Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in adverse Federal income tax consequences to the Corporation (including
the inability of the Corporation to deduct from its income, as computed for
Federal income tax purposes, the interest payable on any Securities) under then
applicable United States Federal income tax laws.

          SECTION 2.06. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Corporation may execute and on receipt
of a Corporation Order the Trustee shall authenticate and deliver temporary
Securities of such series (printed or lithographed). Temporary Securities of any
series shall be issuable in any authorized denominations, and in the form
approved from time to time by or pursuant to a Board Resolution but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Corporation. Every temporary
Security shall be executed by the Corporation and authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unnecessary delay the Corporation
shall execute and furnish definitive Securities of such series and thereupon any
or all temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at the office or agency to be designated and
maintained by the Corporation for such purpose in the Borough of Manhattan, The
City of New York, in accordance with the provisions of Section 4.02 and in the
case of Unregistered Securities at any agency maintained by the Corporation for
such purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series of
authorized denominations and in the case of such Securities that are Coupon
Securities, having attached thereto the appropriate Coupons. Until so exchanged
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series. The provisions of
this Section 2.06 are subject to any restrictions or limitations on the issue
and delivery of temporary unregistered Securities of any series that may be
established pursuant to Section 2.01 (including any provision that Unregistered
Securities of such series initially be issued in the form of a single global
Unregistered Security to be delivered to a depositary or agency of the
Corporation located outside the United States and the procedures pursuant to
which definitive Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

          SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Securities. In case
any temporary or definitive Security of any series or, in the case of a Coupon
Security, any Coupon appertaining thereto, shall become mutilated or be
destroyed, lost or stolen, the Corporation in the case of a mutilated Security
or Coupon shall, and in the case of a lost, stolen or destroyed Security or
Coupon may, in its discretion, execute, and upon receipt of a Corporation Order
the Trustee shall authenticate and deliver, a new Security of the same series as
the mutilated, destroyed, lost or stolen Security or, in the case of a Coupon
Security, a new Coupon Security of the same series as the mutilated, destroyed,
lost or stolen Coupon Security or, in the case of a Coupon, a new Coupon of the
same series as the Coupon Security to which such

   20


mutilated, destroyed, lost or stolen Coupon appertains, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen or in exchange for the Coupon Security to which such mutilated,
destroyed, lost or stolen Coupon appertains, with all appurtenant Coupons not
destroyed, lost or stolen. In every case the applicant for a substituted
Security or Coupon shall furnish to the Corporation and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Corporation and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Security or Coupon, as the case may be,
and of the ownership thereof. Upon the issuance of any substituted Security or
Coupon, the Corporation may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith and in addition a further sum not exceeding
ten dollars for each Security so issued in substitution. In case any Security or
Coupon which has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Corporation may, instead of issuing a substituted
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security or Coupon) if the applicant for such
payment shall furnish the corporation and the Trustee with such security or
indemnity as they may require to save them harmless and, in case of destruction,
loss or theft, evidence to the satisfaction of the Corporation and the Trustee
of the destruction, loss or theft of such Security or Coupon and of the
ownership thereof.

     Every substituted Security with, in the case of any such Security that is a
Coupon Security, its Coupons, issued pursuant to the provisions of this Section
by virtue of the fact that any Security or Coupon is destroyed, lost or stolen
shall, with respect to such Security or Coupon, constitute an additional
contractual obligation of the Corporation, whether or not the destroyed, lost or
stolen Security or Coupon shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities, and the Coupons appertaining thereto, duly issued hereunder.

     All Securities and any Coupons appertaining thereto shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and Coupons appertaining thereto and shall, to the extent permitted
by law, preclude any and all other rights or remedies, notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

          SECTION 2.08. Cancellation. All Securities surrendered for payment,
redemption, exchange or registration of transfer, and all Coupons surrendered
for payment as the case may be, shall, if surrendered to the Corporation or any
agent of the Corporation or of the Trustee, be delivered to the Trustee and
promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it,
and no Securities or Coupons, shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons and deliver a certificate of
destruction to the Corporation.

          SECTION 2.09. Computation of Interest. Except as otherwise specified
as

   21

contemplated by Section 2.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

          SECTION 2.10. Securities in Global Form. If Securities of a series are
issuable in global form, as specified as contemplated by Section 2.01, then,
notwithstanding clause (9) of Section 2.01 and the provisions of Section 2.04,
such Global Security shall represent such of the outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Corporation Order to be delivered to the Trustee
pursuant to Section 2.03 or Section 2.06. Subject to the provisions of Section
2.03 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver
any Security in definitive global bearer form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Corporation Order. If a Corporation Order pursuant to Section 2.03 or
2.06 has been, or simultaneously is, delivered, any instructions by the
Corporation with respect to endorsement or delivery or redelivery of a Security
in global form shall be in writing but need not comply with Section 14.04 and
need not be accompanied by an opinion of Counsel. The beneficial owner of a
Security represented by a definitive Global Security in bearer form may, upon no
less than 30 days written notice to the Trustee, given by the beneficial owner
through a Depository, exchange its interest in such definitive Global Security
for a definitive bearer Security or Securities, or a definitive Registered
Security or Securities, of any authorized denomination, subject to the rules and
regulations of such Depository and its members. No individual definitive bearer
Security will be delivered in or to the United States.

     The provisions of the last sentence of the third to the last paragraph of
Section 2.03 shall apply to any Security represented by a Security in global
form if such Security was never issued and sold by the Corporation and the
Corporation delivers to the Trustee the Security in global form together with
written instructions (which need not comply with Section 14.04 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby together with the written
statement contemplated by the last sentence of the third to the last paragraph
of Section 2.03.

     Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, and any premium and any interest on, any Security in definitive
global form shall be made to the Person or Persons specified therein.

          SECTION 2.11. Medium-Term Securities. Notwithstanding any contrary
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Corporation Order,
Officers' Certificate, supplemental indenture or Opinion of Counsel otherwise
required pursuant to Sections 2.01, 2.03, 2.06, and 14.04 at or prior to the
time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


   22


     An Officers' Certificate or supplemental indenture, delivered pursuant to
this Section 2.11 in the circumstances set forth in the preceding paragraph may
provide that Securities which are the subject thereof will be authenticated and
delivered by the Trustee on original issue from time to time upon the written
order of persons designated in such Officers' Certificate or supplemental
indenture and that such persons are authorized to determine, consistent with
such Officers' Certificate or any applicable supplemental indenture such terms
and conditions of said Securities as are specified in such Officers' Certificate
or supplemental indenture, provided that the foregoing procedure is acceptable
to the Trustee.

          SECTION 2.12. CUSIP Numbers. The Corporation, in issuing the
Securities, may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Corporation will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                                  ARTICLE III.

                            REDEMPTION OF SECURITIES.

          SECTION 3.01. Redemption of Securities; Applicability of Article.
Redemption of Securities of any series as permitted or required by the terms
thereof shall be made in accordance with such terms and this Article; provided,
however, that if any provision of any series of Securities shall conflict with
any provision of this Article, the provision of such series of Securities shall
govern.

     The notice date for a redemption of Securities shall mean the date on which
notice of such redemption is given in accordance with the provisions of Section
3.02 hereof.

          SECTION 3.02. Notice of Redemption; Selection of Securities. The
election of the Corporation to redeem any Securities shall be evidenced by an
Officers' Certificate. In case the Corporation shall desire to exercise the
right to redeem all, or, as the case may be, any part, of a series of Securities
pursuant to the terms and provisions applicable to such series, it shall fix a
date for redemption and shall mail a notice of such redemption at least thirty
and not more than sixty days prior to the date fixed for redemption to the
Holders of the Securities of such series that are Registered Securities to be
redeemed as a whole or in part, at their last addresses as the same appear on
the Security Register. Such mailing shall be by prepaid first class mail. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder shall have received
such notice. In any case, failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

     Notice of redemption to the Holders of Unregistered Securities to be
redeemed as a whole or in part, who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939,
shall be given by mailing notice of such

   23


redemption, by first class mail, postage prepaid, at least thirty days and not
more than sixty days prior to the date fixed for redemption, to such Holders at
such addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Corporation, the Trustee shall make such information
available to the Corporation for such purpose). Notice of redemption to any
other Holder of an Unregistered Security of such series shall be published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and in an
Authorized Newspaper in London (and, if required by Section 4.04, in an
Authorized Newspaper in Luxembourg), in each case, once in each of two
successive calendar weeks, the first publication to be not less than thirty nor
more than sixty days prior to the date fixed for redemption. Any notice that is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder shall have received such notice. In any
case, failure to give notice by mail, or any defect in the notice to the Holder
of any Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Security of such series.

     Each such notice of redemption shall specify the provisions of such
Securities under which such redemption is made, that the conditions precedent,
if any, to such redemption have occurred, shall describe the same and the date
fixed for redemption, the redemption price at which such Securities are to be
redeemed, the Place of Payment, that payment will be made upon presentation and
surrender of such Securities and, in the case of Coupon Securities, of all
Coupons appertaining thereto maturing after the date fixed for redemption, that
interest and Additional Amounts, if any, accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest, if any, thereon or on the portions thereof to be redeemed will
cease to accrue. If fewer than all of the Securities of a series are to be
redeemed any notice of redemption published in an Authorized Newspaper shall
specify the numbers of the Securities to be redeemed and, if applicable, the
CUSIP Numbers thereof. In case any Security is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that upon surrender of such Security, a new Security
or Securities in principal amount equal to the unredeemed portion thereof will
be issued of the same series.

     At least one Business Day prior to the redemption date specified in the
notice of redemption given for Unregistered Securities as provided in this
Section and on or prior to the redemption date specified in the notice of
redemption given for all Securities other than Unregistered Securities, the
Corporation will deposit in trust with the Trustee or with one or more Paying
Agents an amount of money sufficient to redeem on the redemption date all the
Securities or portions of Securities so called for redemption at the appropriate
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to the date fixed for redemption. The Corporation will give the
Trustee notice of each redemption at least forty-five days prior to the date
fixed for redemption (unless a shorter notice is acceptable to the Trustee) as
to the aggregate principal amount of Securities to be redeemed.

     If fewer than all of the Securities of a series are to be redeemed, the
Trustee shall select, pro rata or by lot or in such other manner as it shall
deem reasonable and fair, the numbers of the Securities to be redeemed in whole
or in part.

          SECTION 3.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities with

   24

respect to which such notice has been given shall become due and payable on the
date and at the Place of Payment stated in such notice at the applicable
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to the date fixed for redemption, and on and after said date
(unless the Corporation shall default in the payment of such Securities at the
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued to said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue. On presentation and surrender of
such Securities subject to redemption at said Place of Payment in said notice
specified, the said Securities or the specified portions thereof shall be paid
and redeemed by the Corporation at the applicable redemption price, together
with interest, if any, and Additional Amounts, if any, accrued thereon to the
date fixed for redemption. Interest, if any, and Additional Amounts, if any,
maturing on or prior to the date fixed for redemption shall continue to be
payable (but without interest thereon unless the Corporation shall default in
payment thereof) in the case of Coupon Securities to the bearers of the Coupons
for such interest upon surrender thereof, and in the case of Registered
Securities to the Holders thereof registered as such on the Security Register on
the relevant record date subject to the terms and provisions of Section 2.04. At
the option of the Corporation payment may be made by check to (or to the order
of) the Holders of the Securities or other persons entitled thereto against
presentation and surrender of such Securities.

     If any Coupon Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the date fixed for redemption, the
surrender of such missing Coupon or Coupons may be waived by the Corporation and
the Trustee, if there be furnished to each of them such security or indemnity as
they may require to save each of them harmless.

     Upon presentation of any Security redeemed in part only, the Corporation
shall execute, and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Corporation, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented of the same series.

                                   ARTICLE IV.

                    PARTICULAR COVENANTS OF THE CORPORATION.

          SECTION 4.01. Payment of Principal, Premium, Interest and Additional
Amounts. The Corporation shall duly and punctually pay or cause to be paid the
principal of (and premium, if any), interest, if any, and Additional Amounts, if
any, on each of the Securities at the place, at the respective times and in the
manner provided in the terms of the Securities and in this Indenture. The
interest on Coupon Securities (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. The
interest, if any, on any temporary bearer securities (together with any
Additional Amounts) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender
thereof, and, as to the other installments of interest, if any, only upon
presentation of such Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any Additional
Amounts) shall be payable only

   25

to the Holders thereof and at the option of the Corporation may be paid by (i)
mailing checks for such interest payable to or upon the order of such Holders at
their last addresses as they appear on the Security Register for such Securities
or (ii) in the case of Holders of U.S.$10,000,000 or more in aggregate principal
amount of such Registered Securities, by wire transfer of immediately available
funds, but only if the Trustee has received wire transfer instructions in
writing not less than 15 days prior to the applicable Interest Payment Date.

          SECTION 4.02. Offices for Notices and Payments, Etc. As long as any of
the Securities of a series remain outstanding, the Corporation shall designate
and maintain, in the Borough of Manhattan, The City of New York, an office or
agency where the Registered Securities of such series may be presented for
registration of transfer and for exchange as provided in this Indenture, an
office or agency where notices and demands to or upon the Corporation in respect
of the Securities of such series or of this Indenture may be served, and an
office or agency where the Securities of such series may be presented for
payment. The Corporation shall give to the Trustee notice of the location of
each such office or agency and of any change in the location thereof. In case
the Corporation shall fail to maintain any such office or agency in the Borough
of Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the corporate trust office of the Trustee
in the Borough of Manhattan, The City of New York, and the Corporation hereby
appoints the Trustee as its agent to receive all such presentations, notices
and demands.

     If Unregistered Securities of any series are outstanding, the Corporation
shall maintain or cause the Trustee to maintain one or more agencies in a city
or cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any securities exchange
on which the Securities of such series are listed) where such Unregistered
Securities, and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the
Corporation within the United States nor will any payment be made by transfer to
an account in, or by mail to an address in, the United States, except, at the
option of the Corporation, if the Corporation shall have determined that,
pursuant to applicable United States laws and regulations then in effect such
payment can be made without adverse tax consequences to the Corporation.
Notwithstanding the foregoing, payments in U.S. Dollars with respect to
Unregistered Securities of any series and Coupons appertaining thereto that are
payable in U.S. Dollars may be made at an agency of the Corporation maintained
in the Borough of Manhattan, The City of New York if such payment in U.S.
Dollars at each agency maintained by the Corporation outside the United States
for payment on such Unregistered Securities is illegal or is effectively
precluded by exchange controls or other similar restrictions.

     The Corporation hereby initially designates Bank One Trust Company, N.A.,
located at its Corporate Trust Office, as the Security Registrar and as the
office or agency of the Corporation in the Borough of Manhattan, The City of New
York, where the Securities may be presented for payment and, in the case of
Registered Securities, for registration of transfer and for exchange as in this
Indenture provided and where notices and demands to or upon the Corporation in
respect of the Securities of any series or of this Indenture may be served.

          SECTION 4.03. Provisions as to Paying Agent. (a) Whenever the
Corporation


   26

shall appoint a paying agent other than the Trustee with respect to the
Securities of any series, it will cause such paying agent to execute and deliver
to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

               (1)  that it will hold sums held by it as such agent for the
payment of the principal of (and premium, if any), interest, if any, or
Additional Amounts, if any, on the Securities of such series in trust for the
benefit of the Holders of the Securities of such series, or Coupons appertaining
thereto, as the case may be, entitled thereto and will notify the Trustee of the
receipt of sums to be so held,

               (2)  that it will give the Trustee notice of any failure by the
Corporation (or by any other obligor on the Securities of such series) to make a
payment of the principal of (or premium, if any), interest, if any, or
Additional Amounts, if any, on the Securities of such series when the same shall
be due and payable, and

               (3)  at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such paying agent.

          (b)  If the Corporation shall act as its own paying agent, it will, on
or before each due date of the principal of (and premium, if any), interest, if
any, or Additional Amounts, if any, on the Securities of any series set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such series entitled thereto a sum sufficient to pay such principal (and premium
if any), interest, if any, or Additional Amounts, if any, so becoming due. The
Corporation will promptly notify the Trustee of any failure to take such action.

          (c)  Anything in this Section to the contrary notwithstanding, the
Corporation may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for such series by it or any paying agent hereunder as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

          (d)  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.04 and 12.05.

          SECTION 4.04. Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05,
the party making such publication shall also, to the extent that notice is
required so to be given to Holders of Securities of a series by applicable
Luxembourg law or stock exchange regulation, make a similar publication the same
number of times in Luxembourg.

          SECTION 4.05. Statement by Officers as to Default. The Corporation
shall deliver to the Trustee, on or before a date not more than four months
after the end of each fiscal year of the Corporation (which, on the date of
execution hereof, ends on December 31) ending after the date hereof, commencing
with the fiscal year ended in 2000, an Officers' Certificate, stating whether or
not to the best knowledge of the signers thereof the Corporation


   27


is in default in the performance or observance of any of the terms, provisions
and conditions of this Indenture to be performed or observed by it and, if the
Corporation shall be in default, specifying all such defaults and the nature
thereof of which they may have knowledge.

          SECTION 4.06. Limitations on Liens. For the benefit of the Securities,
the Corporation shall not, nor shall it permit any Manufacturing Subsidiary to,
issue or assume any Debt secured by a Mortgage upon any Domestic Manufacturing
Property of the Corporation or of any Manufacturing Subsidiary or upon any
shares of stock or indebtedness of any Manufacturing Subsidiary (whether such
Domestic Manufacturing Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing
concurrently with the issuance or assumption of any such Debt that the
Securities (together with, if the Corporation shall so determine, any other
indebtedness of the Corporation or such Manufacturing Subsidiary ranking equally
with the Securities and then existing or thereafter created) shall be secured
equally and ratably with such Debt, unless the aggregate amount of Debt issued
or assumed and so secured by Mortgages, together with (i) all other Debt of the
Corporation and its Manufacturing Subsidiaries which (if originally issued or
assumed at such time) would otherwise be subject to the foregoing restrictions,
but not including Debt permitted to be secured under clauses (i) through (v) of
the immediately following paragraph and not including Permitted Receivables
Financings, and (ii) all Attributable Debt of the Company and its Manufacturing
Subsidiaries in respect of sale and lease-back transactions, does not at the
time exceed 15% of Consolidated Net Tangible Assets as shown on the audited
consolidated financial statements for the most recently completed fiscal year.

     The above restrictions shall not apply to: (i) Mortgages on property,
shares of stock or indebtedness of any entity existing at the time (a) such
entity becomes a Manufacturing Subsidiary or (b) of a sale, lease or other
disposition of all or substantially all of the properties of the entity to the
Corporation or a Manufacturing Subsidiary; (ii) Mortgages on property existing
at the time of acquisition of such property by the Corporation or a
Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part
of the purchase price of such property upon the acquisition of such property by
the Corporation or a Manufacturing Subsidiary or to secure any Debt incurred
prior to, at the time of, or within 180 days after, the later of the date of
acquisition of such property and the date such property is placed in service,
for the purpose of financing all or any part of the purchase price thereof, or
Mortgages to secure any Debt incurred for the purpose of financing the cost to
the Corporation or a Manufacturing Subsidiary of improvements to such acquired
property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to
the Corporation or to another Subsidiary; (iv) Mortgages on property of the
Corporation or a Manufacturing Subsidiary in favor of the United States of
America or any State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof, or
in favor of any other country, or any political subdivision thereof, in
connection with financing arrangements between the Corporation or a
Manufacturing Subsidiary and any of the foregoing governmental bodies or
agencies, to the extent that Mortgages are required by the governmental programs
under which those financing arrangements are made, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
Mortgages or (v) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part, of any Mortgage
referred

   28

to in the foregoing clauses (i) to (v), inclusively; provided however, that the
principal amount of Debt secured thereby shall not exceed the principal amount
of Debt so secured at the time of such extension, renewal or replacement and
that such extension, renewal or replacement shall be limited to all or a part of
the property that secured the Mortgage so extended, renewed or replaced (plus
improvements on such property).

          SECTION 4.07. Limitation on Sale and Lease-back. For the benefit of
the Holders of the Securities, the Corporation shall not, nor shall it permit
any Manufacturing Subsidiary to, enter into any arrangement with any person
providing for the leasing by the Corporation or any Manufacturing Subsidiary of
any Domestic Manufacturing Property owned by the Corporation or by any
Manufacturing Subsidiary on the date that the Securities are originally issued
(except for temporary leases for a term of not more than three years and except
for leases between the Corporation and a Manufacturing Subsidiary or between
Manufacturing Subsidiaries), which property has been or is to be sold or
transferred by the Corporation or such Manufacturing Subsidiary to such person,
unless either (i) the Corporation or such Manufacturing Subsidiary would be
entitled, pursuant to the provisions of the covenant on limitation on liens
described in Section 4.06, to issue, assume, extend, renew or replace Debt
secured by a Mortgage upon such Domestic Manufacturing Property equal in amount
to the Attributable Debt in respect of such arrangement without equally and
ratably securing the Securities; provided, however, that from and after the date
on which such arrangement becomes effective the Attributable Debt in respect of
such arrangement shall be deemed for all purposes under the covenant on
limitation on liens described in Section 4.06 and this covenant on limitation on
sale and lease-back to be Debt subject to the provisions of such covenant on
limitation on liens (which provisions include the exceptions set forth in
clauses (i) through (v) of such covenant), or (ii) the Corporation shall apply
an amount in cash equal to the Attributable Debt in respect of such arrangement
to the retirement (other than any mandatory retirement or by way of payment at
maturity), within 180 days of the effective date of any such arrangement, of
Debt of the Corporation or any Manufacturing Subsidiary (other than Debt owned
by the Corporation or any Manufacturing Subsidiary) which by its terms matures
at, or is extendible or renewable at the option of the obligor to, a date more
than twelve months after the date of the creation of such Debt.

          SECTION 4.08. Definitions Applicable to Sections 4.06 and 4.07. The
following definitions shall be applicable to the covenants contained in Sections
4.06 and 4.07 hereof:

          (a)  "Attributable Debt" means, at the time of determination as to any
          lease, the present value (discounted at the actual rate, if stated,
          or, if no rate is stated, the implicit rate of interest of such lease
          transaction as determined by the Chairman, President, any Vice
          Chairman, any Vice President, the Treasurer or any Assistant Treasurer
          of the Corporation), calculated using the interval of scheduled
          rental payments under such lease, of the obligation of the lessee for
          net rental payments during the remaining term of such lease (excluding
          any subsequent renewal or other extension options held by the lessee).
          The term "net rental payments" means, with respect to any lease for
          any period, the sum of the rental and other payments required to be
          paid in such period by the lessee thereunder, but not including any
          amounts required to be paid by such lessee (whether or not designated
          as rental or additional rental) on account of maintenance and repairs,
          insurance, taxes, assessments, water rates,


   29

          indemnities or similar charges required to be paid by such lessee
          thereunder or any amounts required to be paid by such lessee
          thereunder contingent upon the amount of sales, earnings or profits or
          of maintenance and repairs, insurance, taxes, assessments, water
          rates, indemnities or similar charges; provided, however, that, in the
          case of any lease which is terminable by the lessee upon the payment
          of a penalty in an amount which is less than the total discounted net
          rental payments required to be paid from the later of the first date
          upon which such lease may be so terminated and the date of the
          determination of net rental payments, "net rental payments" shall
          include the then current amount of such penalty from the later of such
          two dates, and shall exclude the rental payments relating to the
          remaining period of the lease commencing with the later of such two
          dates.

          (b)  "Consolidated Net Tangible Assets" means, as calculated in
          accordance with GAAP, at any date, all amounts that would be set forth
          opposite the caption "total assets" (or any like caption) on a
          consolidated balance sheet of the Company and its consolidated
          Subsidiaries less (i) all current liabilities and (ii) goodwill, trade
          names, patents, unamoritized debt discount, organization expenses and
          other like intangibles of the Corporation and its consolidated
          Subsidiaries.

          (c)  "Debt" means notes, bonds, debentures or other similar evidences
          of indebtedness for money borrowed.

          (d)  "Domestic Manufacturing Property" means any manufacturing plant
          or facility owned by the Corporation or any Manufacturing Subsidiary
          which is located within the continental United States of America and,
          in the opinion of the Board of Directors, is of material importance to
          the total business conducted by the Corporation and its consolidated
          affiliates as an entity.

          (e)  "GAAP" means generally accepted accounting principles in the
          United States of America as in effect from time to time set forth in
          the opinions and pronouncements of the Accounting Principles Board and
          the American Institute of Certified Public Accountants and the
          statements and pronouncements of the Financial Accounting Standards
          Board, or in such other statements by an successor entity as may be in
          general use by significant segments of the accounting professions,
          which are applicable to the circumstances as of the date of
          determination.

          (f)  "Manufacturing Subsidiary" means any Subsidiary (A) substantially
          all the property of which is located within the continental United
          States of America, (B) that owns a Domestic Manufacturing Property and
          (C) in which the Corporation's investment, direct or indirect and
          whether in the form of equity, debt, advances or otherwise, is in
          excess of U.S. $1 billion as shown on the books of the Corporation as
          of the end of the fiscal year immediately preceding the date of
          determination; provided, however, that "Manufacturing Subsidiary"
          shall not include any Subsidiary that is principally engaged in
          leasing or in financing installment receivables or otherwise providing
          financial or insurance services to


   30

          the Corporation or others or that is principally engaged in financing
          the Corporation's operations outside the continental United States of
          America.

          (g)  "Mortgage" means any mortgage, pledge, lien, security interest,
          conditional sale or other title retention agreement or other similar
          encumbrance.

          (h)  "Non-Recourse Debt" means all Debt which, in accordance with
          GAAP, is not required to be recognized on a consolidated balance sheet
          of the Corporation as a liability.

          (i)  "Permitted Receivables Financings" means, at any date of
          determination, the aggregate amount of any Non-Recourse Debt
          outstanding on such date relating to securitizations or other similar
          off-balance sheet financings of accounts receivable of the Corporation
          or any of its Subsidiaries.

          (j)  "Subsidiary" means any corporation or other entity of which at
          least a majority of the outstanding stock or other beneficial
          interests having by the terms thereof ordinary voting power to elect a
          majority of the board of directors or other governing body of such
          corporation or other entity (irrespective of whether or not at the
          time stock or other beneficial interests of any other class or classes
          of such corporation shall have or might have voting power by reason of
          the happening of any contingency) is at the time owned by the
          Corporation, or by one or more Subsidiaries, or by the Corporation
          and one or more Subsidiaries.

                                   ARTICLE V.

      SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE.

          SECTION 5.01. Securityholder Lists. The Corporation covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect
to the Securities of each series:

          (a)  semiannually, not later than each Interest Payment Date (in the
case of any series having semiannual Interest Payment Dates) or not later than
the dates determined pursuant to Section 2.01 (in the case of any series not
having semiannual Interest Payment Dates) a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of such series as of the Regular Record Date (or as of such other date as may be
determined pursuant to Section 2.01 for such series) therefor, and

          (b)  at such other times as the Trustee may request in writing within
thirty days after receipt by the Corporation of any such request, a list in such
form as the Trustee may reasonably require of the names and addresses of the
Holders of Securities of a particular series specified by the Trustee as of a
date not more than fifteen days prior to the time such information is furnished;
provided, however, that if and so long as the Trustee shall be the Security
Registrar any such list shall exclude names and addresses received by the
Trustee in its capacity as Security Registrar, and if and so long as all of the
Securities of any series are Registered Securities, such list shall not be
required to be furnished.

          SECTION 5.02. Preservation and Disclosure of Lists. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each series of
Securities (i) contained in the most recent list furnished to it as provided in
Section 5.01, (ii) received by the Trustee in its capacity as Security Registrar
or Paying Agent, or (iii) filed with it within the preceding two years pursuant
to Section 313(c) of the Trust Indenture Act of 1939. The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished.

          (b)  In case three or more Holders of Securities (hereinafter referred
to as


   31


"applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of a particular series (in which case the applicants must
hold Securities of such series) or with Holders of all Securities with respect
to their rights under this Indenture or under such Securities and it is
accompanied by a copy of the form of proxy or other communication that such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either:

               (1)  afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section, or

               (2)  inform such applicants as to the approximate number of
Holders of Securities of such series or all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection (a) of this Section,
and as to the approximate cost of mailing to such Securityholders the form of
proxy or other communication, if any, specified in such application.

     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of such series or all Securities, as the case may be, whose
name and address appear in the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this Section, a copy of
the form of proxy or other communication that is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Securities and Exchange Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such series or all Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If said Commission, after opportunity
for appearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, said Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

          (c)  Each and every Holder of Securities, by receiving and holding the
same, agrees with the Corporation and the Trustee that neither the Corporation
nor the Trustee nor any agent of the Corporation or of the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under said subsection
(b).


   32
               SECTION 5.03. Reports by the Corporation. The Corporation
covenants:


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

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

               (c) to transmit by mail to all the Holders of Securities of each
series, as the names and addresses of such Holders appear on the Security
Register, within thirty days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Corporation with respect to each such series pursuant to subsections (a) and (b)
of this Section as may be required by rules and regulations prescribed from time
to time by the Securities and Exchange Commission; and

               (d) If Unregistered Securities of any series are outstanding, to
file with the listing agent of the Corporation with respect to such series such
documents and reports of the Corporation as may be required from time to time by
the rules and regulations of any stock exchange on which such Unregistered
Securities are listed.

               SECTION 5.04. Reports by the Trustee. (a) On or before May 15,
2001 and on or before May 15, of each year thereafter, so long as any Securities
of any series are outstanding hereunder, the Trustee shall transmit to the
Holders of Securities of such series, in the manner provided by Section 313(c)
of the Trust Indenture Act of 1939, a brief report dated as of the preceding
February 15, as may be required by Sections 313(a) and (b) of the Trust
Indenture Act of 1939.

               (b) A copy of each such report shall, at the time of such
transmission to Holders of Securities of a particular series, be filed by the
Trustee with each stock exchange upon which the Securities of such series are
listed and also with the Securities and Exchange Commission. The Corporation
agrees to notify the Trustee when and as the Securities of any series become
listed on any stock exchange.

   33

                                  ARTICLE VI.

                              REMEDIES ON DEFAULT.

               SECTION 6.01. Events of Default. In case one or more of the
following Events of Default with respect to a particular series of Securities
shall have occurred and be continuing, that is to say:

               (a) default in the payment of the principal of (or premium, if
any, on) any of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or
otherwise, and continuance of such default for a period of five business days
after written notice from the trustee; or

               (b) default in the payment of any installment of interest, if
any, or in the payment of any Additional Amounts upon any of the Securities of
such series as and when the same shall become due and payable, and continuance
of such default for a period of thirty days after written notice from the
Trustee; or

               (c) failure on the part of the Corporation duly to observe or
perform any other of the covenants or agreements on the part of the Corporation
applicable to such series of the Securities or contained in this Indenture for a
period of ninety days after the date on which written notice of such failure,
requiring the Corporation to remedy the same, shall have been given to the
Corporation by the Trustee, or to the Corporation and the Trustee by the Holders
of at least twenty-five percent in aggregate principal amount of the Securities
of such series at the time outstanding; or

               (d) default by the Corporation or any Significant Subsidiary in
any payment of $25,000,000 or more of principal of or interest on any Debt or
in the payment of $25,000,000 or more on account of any guarantee in respect
of Debt, beyond any period of grace that may be provided in the instrument or
agreement under which such Debt or guarantee was created.

               (e) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Corporation in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Corporation or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and such decree or order shall remain unstayed, undismissed and
unbonded and in effect for a period of ninety days; or

               (f) the Corporation shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Corporation or for a substantial part of its
property, or shall make any general assignment for the benefit of creditors;

then if an Event of Default described in clause (a), (b), (c) or (d) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Securities of such series shall have already become
due and payable, either the Trustee or the Holders


   34
of not less than twenty-five percent in aggregate principal amount of the
Securities of all series affected thereby then outstanding hereunder, by notice
in writing to the Corporation (and to the Trustee if given by Holders of such
Securities) may declare the principal amount of all the Securities (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Securities) of the series affected thereby to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, any provision of this Indenture or the
Securities of such series to the contrary notwithstanding, or, if an Event of
Default described in clause (e) or (f) shall have occurred and be continuing,
and in each and every such case, either the Trustee or the Holders of not less
than twenty- five percent in aggregate principal amount of all the Securities
then outstanding hereunder (voting as one class), by notice in writing to the
Corporation (and to the Trustee if given by Holders of securities), may declare
the principal of all the Securities not already due and payable (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Securities) to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, any provision in this Indenture or in the Securities to the
contrary notwithstanding. The foregoing provisions, however, are subject to the
conditions that if, at any time after the principal of the Securities of any one
or more or all series, as the case may be, shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Corporation
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, and all Additional Amounts, if any, due upon
all the Securities of such series or of all the Securities, as the case may be,
and the principal of (and premium, if any, on) all Securities of such series or
of all the Securities, as the case may be (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such
Securities), which shall have become due otherwise than by acceleration (with
interest, if any, upon such principal and premium, if any, and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest and Additional Amounts, if any, at the same rate as the
rate of interest specified in the Securities of such series, as the case may be
(or, with respect to Original Issue Discount Securities, at the rate specified
in the terms of such Securities for interest on overdue principal thereof upon
maturity, redemption or acceleration of such series, as the case may be), to the
date of such payment or deposit), and such amount as shall be payable to the
Trustee pursuant to Section 7.06, and any and all defaults under the Indenture
shall have been remedied, then and in every such case the Holders of a majority
in aggregate principal amount of the Securities of such series (or of all the
Securities, as the case may be) then outstanding, by written notice to the
Corporation and to the Trustee, may waive all defaults with respect to that
series or with respect to all Securities, as the case may be, and rescind and
annul such declaration and its consequences; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon. If the principal of all Securities shall
have been declared to be payable pursuant to this Section 6.01, in determining
whether the Holders of a majority in aggregate principal amount thereof have
waived all defaults and rescinded and annulled such declaration, all series of
Securities shall be treated as a single class and the principal amount of
Original Issue Discount Securities shall be deemed to be the amount declared
payable under the terms applicable to such Original Issue Discount Securities.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and


   35
such proceedings shall have been discontinued or abandoned because of such
rescission and annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Corporation, Trustee
and the Holders of Securities, as the case may be, shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Corporation, the Trustee and the Holders of
Securities, as the case may be, shall continue as though no such proceedings had
been taken.

               SECTION 6.02. Payment of Securities on Default; Suit Therefor.
The Corporation covenants that (1) in case default shall be made in the payment
of any installment of interest, if any, on any of the Securities of any series
or any Additional Amounts payable in respect of any of the Securities of any
series, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days or (2) in case default shall be
made in the payment of the principal of (or premium, if any, on) any of the
Securities of any series, as and when the same shall have become due and
payable, whether upon maturity of such series or upon redemption or upon
declaration or otherwise, then upon demand of the Trustee, the Corporation shall
pay to the Trustee, for the benefit of the Holders of the Securities of such
series, and the Coupons, if any, appertaining to such Securities, the whole
amount that then shall have become due and payable on all such Securities of
such series and such Coupons, for principal ( and premium, if any) or interest,
if any, or Additional Amounts, if any as the case may be, with interest upon the
overdue principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest, if any, and Additional Amounts, if any, at the same rate as the rate
of interest specified in the Securities of such series (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration); and, in addition thereto, such further amounts as shall be
payable pursuant to Section 7.06.

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

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Corporation or any other obligor upon Securities of any
series under Title 11 of the United States Code or any other applicable law, or
in case a receiver or trustee shall have been appointed for the property of the
Corporation or such other obligor, or in case of any other judicial proceedings
relative to the Corporation or such other obligor, or to the creditors or
property of the Corporation or such other obligor, the Trustee, irrespective of
whether the principal of the Securities of such series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal (or, with respect to Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series), and premium, if any, interest,


   36
if any, and Additional Amounts, if any, owing and unpaid in respect of the
Securities of such series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee under Section
7.06 and of the Holders of the Securities and Coupons of such series allowed in
any such judicial proceedings relative to the Corporation or other obligor upon
the Securities of such series, or to the creditors or property of the
Corporation or such other obligor, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders of such
series and of the Trustee on their behalf; and any receiver, assignee or trustee
in bankruptcy or reorganization is hereby authorized by each of the Holders of
the Securities and Coupons of such series to make payments to the Trustee and,
in the event that the Trustee shall consent to the making of payments directly
to the Securityholders of such series, to pay to the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

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

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or Coupons appertaining to such Securities, or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment shall be
for the ratable benefit of the Holders of the Securities or Coupons appertaining
thereto.

     In case of a default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

               SECTION 6.03. Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 6.02 shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, if any, upon presentation of the several Securities and Coupons in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof, if fully paid:

     FIRST: To the payment of the amounts payable to the Trustee pursuant to
Section 7.06;

     SECOND: In case the principal of the Securities in respect of which moneys
have been



   37
collected shall not have become due, to the payment of interest, if any, and
Additional Amounts, if any, on the Securities of such series in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest and Additional Amounts, if any, at the same rate as the rate of
interest, if any, specified in the Securities of such series (or, with respect
to Original Issue Discount Securities, at the rate specified in the terms of
such Securities for interest on overdue principal thereof upon maturity,
redemption or acceleration), such payments to be made ratably to the persons
entitled thereto, without discrimination or preference; and

     THIRD: In case the principal of the Securities in respect of which moneys
have been collected shall have become due, by declaration or otherwise, to the
payment of the whole amount then owing and unpaid upon the Securities of such
series for principal (and premium, if any), interest, if any, and Additional
Amounts, if any, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest, if any, and Additional Amounts,
if any, at the same rate as the rate of interest specified in the Securities of
such series (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration); and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal (and premium,
if any), interest, if any, and Additional Amounts, if any, without preference or
priority of principal (and premium, if any), over interest, if any, and
Additional Amounts, if any, or of interest, if any, and Additional Amounts, if
any, over principal (and premium, if any), or of any installment of interest, if
any, or Additional Amounts, if any, over any other installment of interest, if
any, or Additional Amounts, if any, or of any Security of such series over any
other Security of such series, ratably to the aggregate of such principal (and
premium, if any), and accrued and unpaid interest, if any, and Additional
Amounts, if any.

               SECTION 6.04. Proceedings by Securityholders. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceedings at law or in equity or in bankruptcy or otherwise,
upon or under or with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than twenty-five percent in aggregate principal amount of the
Securities of such series then outstanding or, in the case of any Event of
Default described in clause (d) or (e) of Section 6.01, twenty-five per cent in
aggregate principal amount of all the Securities at the time outstanding (voting
as one class) shall have made written request upon the Trustee to institute such
action or proceedings in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceedings and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities or
Coupons appertaining to such Securities shall have any right in any manner
whatever by virtue of or by availing himself, herself or itself of any provision
of this




   38
Indenture to affect, disturb or prejudice the rights of any other Holder of
Securities or Coupons appertaining to such Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities and Coupons. For
the protection and enforcement of the revisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provisions in this Indenture, however, the right
of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest, if any, and Additional Amounts, if any, on such
Security or Coupon, on or after the respective due dates expressed in such
Security or Coupon, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of such Holder. With respect to original Issue Discount Securities,
principal shall mean such amount as shall be due and payable as may be specified
in the terms of such Securities.

               SECTION 6.05. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Six to the Trustee or to the Holders of
Securities or Coupons shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders of Securities or Coupons, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any Holder of any of the Securities or Coupons to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Securities or Coupons, as the case may be.

               SECTION 6.06. Direction of Proceedings. The Holders of a majority
in aggregate principal amount of the Securities of any or all series affected
(voting as one class) at the time outstanding shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee; provided, however, that (i) such direction shall not be in conflict
with any rule of law or with this Indenture, (ii) the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such direction
and (iii) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action
or proceedings so directed would be prejudicial to the Holders not joining in
such direction or may not lawfully be taken or if the Trustee in good faith by
its board of directors or executive committee or a trust committee of directors
or trustees and/or responsible officers shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.

     Prior to any declaration accelerating the maturity of the Securities of any
series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default or Event of
Default hereunder and its consequences, except a default in the payment

   39
of principal of (premium, if any) or interest, if any, or Additional Amounts, if
any, on any Securities of such series or in respect of a covenant or provision
hereof that may not be modified or amended without the consent of the Holders of
each outstanding Security of such series affected. Upon any such waiver the
Corporation, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 6.06, said default
or Event of Default shall for all purposes of the Securities of such series and
this Indenture be deemed to have been cured and to be not continuing.

               SECTION 6.07. Notice of Defaults. The Trustee shall, within
ninety days after the occurrence of a default with respect to the Securities of
any series, give notice of all defaults with respect to that series known to the
Trustee (i) if any Unregistered Securities of that series are then outstanding,
to the Holders thereof, by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York and at least once in an
Authorized Newspaper in London (and, if required by Section 4.04, at least once
in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities
of that series are then outstanding, to all Holders thereof who have filed their
names and addresses with the Trustee as described in Section 313(c) of the Trust
Indenture Act of 1939, by mailing such notice to such Holders at such addresses
and (iii) to all Holders of then outstanding Registered Securities of that
series, by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term "defaults"
for the purpose of this Section being hereby defined to be the events specified
in Sections 6.01(a), (b), (c), (d), (e) and (f) and any additional events
specified in the terms of any series of Securities pursuant to Section 2.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in Section 6.01 (c) or in the terms of
any Securities established pursuant to Section 2.01); and provided that, except
in the case of default in the payment of the principal of (premium, if any),
interest, if any, or Additional Amounts, if any, on any of the Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors or responsible officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the
Securities of such series.

               SECTION 6.08. Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his, her or its acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; provided that, the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholders of any series, or group of such
Securityholders, holding in the aggregate more than ten percent in aggregate
principal amount of all Securities (voting as one class) or to any suit
instituted by any Securityholders for the enforcement of the payment of the
principal of (or premium, if any), interest, if any, or Additional Amounts, if
any, on any

   40
Security on or after the due date expressed in such Security.

                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE.

               SECTION 7.01. Duties and Responsibilities of Trustee. The
Trustee, prior to the occurrence of an Event of Default of a particular series
and after the curing of all Events of Default of such series that may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to a particular series has occurred (which has not been cured) the
Trustee shall exercise such of the rights and powers vested in it, by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

               (a) prior to the occurrence of an Event of Default with respect
to a particular series and after the curing of all Events of Default with
respect to such series that may have occurred:

                    (1) the duties and obligations of the Trustee with respect
to such series shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and

                    (2) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;

               (b) the Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer or officers, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts; and

               (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Securities pursuant to Section 6.06 relating to the
time, method and place, of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

     No provision of this Indenture shall be construed as requiring the Trustee
to expend or


   41
risk its own funds or otherwise to incur any personal financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

               SECTION 7.02. Reliance on Documents, Opinions, Etc. Subject to
the provisions of Section 7.01:

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

               (b) any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by an instrument signed in the
name of the Corporation by the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President or any Vice President or the
Treasurer and by the Secretary or any Assistant Secretary or, if the other
signatory is other than the Treasurer, any Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and a Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Corporation;

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

               (d) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses, and liabilities
which might be incurred therein or thereby;

               (e) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the relevant
books, records and premises of the Corporation, personally or by agent or
attorney;

               (f) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys, provided, however, that the Trustee shall be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by it
hereunder; and

               (g) the Trustee shall not be liable for any action taken by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by
   42
this Indenture.

               SECTION 7.03. No Responsibility for Recitals, Etc. The recitals
contained herein and in the Securities, other than the Trustee's certificate of
authentication, shall be taken as the statements of the Corporation, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities, provided that the Trustee shall not be relieved of its duty
to authenticate Securities only as authorized by this Indenture. The Trustee
shall not be accountable for the use or application by the Corporation of
Securities or the proceeds thereof.

               SECTION 7.04. Ownership of Securities or Coupons. The Trustee or
any agent of the Corporation or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not Trustee, or an agent of the Corporation or
of the Trustee.

               SECTION 7.05. Moneys to Be Held in Trust. Subject to the
provisions of Sections 12.04 and 12.05 hereof, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received but need not be
segregated from other funds except to the extent required by law. Neither the
Trustee nor any paying agent shall be under any liability for interest on any
moneys received by it hereunder except such as it may agree with the Corporation
to pay thereon. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Corporation, signed by its Chairman of the
Board of Directors or any Vice Chairman of the Board of Directors or its
President or any Vice President or its Treasurer or any Assistant Treasurer.

               SECTION 7.06. Compensation and Expenses of Trustee. The
Corporation covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation, and, except as
otherwise expressly provided, the Corporation will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation, expenses and disbursements of
its counsel and of all persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
If any property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances hereon. The Corporation also covenants to indemnify
the Trustee for, and to hold it harmless against, any loss, liability or
reasonable expense incurred without negligence or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of this trust, including the reasonable costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the
Corporation under this Section to compensate the Trustee and to pay or reimburse
the Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or


   43
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or Coupons.

               SECTION 7.07. Officers' Certificate as Evidence. Subject to the
provisions of Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

               SECTION 7.08. Conflicting Interest of Trustee. The Trustee shall
comply with Section 310(b) of the Trust Indenture Act of 1939.

               SECTION 7.09. Eligibility of Trustee. There shall at all times be
a trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than U.S. $50 million.
If such corporation publishes reports of condition at least annually, pursuant
to law, or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

               SECTION 7.10. Resignation or Removal of Trustee. (a) The Trustee,
or any trustee or trustees hereafter appointed, may, upon sixty days written
notice to the Corporation, at any time resign with respect to one or more or all
series by giving written notice of resignation to the Corporation (i) if any
Unregistered Securities of a series affected are then outstanding, by giving
notice of such resignation to the Holders thereof, by publication at least once
in an Authorized Newspaper in London (and, if required by Section 4.04, at least
once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered
Securities of a series affected are then outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939 at
such addresses as were so furnished to the Trustee and (iii) by mailing notice
of such resignation to the Holders of then outstanding Registered Securities of
each series affected at their addresses as they shall appear on the Security
Register. Upon receiving such notice of resignation the Corporation shall
promptly appoint a successor trustee with respect to the applicable series by
written instrument, in duplicate, executed by order of the Board of Directors of
the Corporation, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty days
after the mailing of such notice of resignation to the Securityholders, the
resigning Trustee may petition any court



   44
of competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 6.08, on behalf of himself, herself or itself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

               (b) In case at any time any of the following shall occur:

                    (i) the Trustee shall fail to comply with Section 7.08 with
respect to any series of Securities after written request therefor by the
Corporation or by any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months, or

                    (ii) the Trustee shall cease to be eligible in accordance
with the provision of Section 7.09 with respect to any series of Securities and
shall fail to resign after written request therefor by the Corporation or by any
such Securityholder, or

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

               then, in any such case, the Corporation may remove the Trustee
with respect to the applicable series of Securities and appoint a successor
trustee with respect to such series by written instrument, in duplicate,
executed by order of the Board of Directors of the Corporation, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, subject to the provisions of Section 6.08, any
Securityholder of such series who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, on behalf of
himself, herself or itself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

               (c) The Holders of a majority in aggregate principal amount of
the Securities of all series (voting as one class) at the time outstanding may
at any time remove the Trustee with respect to Securities of all series and
appoint a successor trustee with respect to the Securities of all series.

               (d) Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.

               SECTION 7.11. Acceptance by Successor Trustee. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Corporation and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
the predecessor trustee with respect to


   45
all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, on the written request of the Corporation or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act. Upon request of any such successor trustee, the Corporation
shall execute any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06.

     In case of the appointment hereunder of a successor trustee with respect to
the Securities of one or more (but not all) series, the Corporation, the
predecessor Trustee and each successor trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
that shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such trustee.

     No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of
Section 7.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section, the Corporation shall give notice of the succession of such trustee
hereunder (a) if any Unregistered Securities of a series affected are then
outstanding, to the Holders thereof by publication of such notice at least once
in an Authorized Newspaper in the Borough of Manhattan, The City of New York and
at least once in an Authorized Newspaper in London (and, if required by Section
4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if any
Unregistered Securities of a series affected are then outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c) of the Trust Indenture Act, by mailing such notice to
such Holders at such addresses as were so furnished to the Trustee (and the
Trustee shall make such information available to the Corporation for such
purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the Corporation fails to mail such
notice in the prescribed manner within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so given at the expense of the Corporation.

               SECTION 7.12. Successor by Merger, Etc. Any corporation into
which the



   46
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

               SECTION 7.13. Limitations on Rights of Trustee as Creditor. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939.

                                  ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS.

               SECTION 8.01. Action by Securityholders. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Securities of any or all series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of the Holders of Securities voting
in favor thereof at any meeting of Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of
Securityholders.

     In determining whether the Holders of a specified percentage in aggregate
principal amount of the Securities have taken any action (including the making
of any demand or request, the waiving of any notice, consent or waiver or the
taking of any other action), the principal amount of any Original Issue Discount
Security that may be counted in making such determination and that shall be
deemed to be outstanding for such purposes shall be equal to the amount of the
principal thereof that could be declared to be due and payable upon an Event of
Default pursuant to the terms of such Original Issue Discount Security at the
time the taking of such action is evidence to the Trustee.

               SECTION 8.02. Proof of Execution by Securityholders. Subject to
the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Securityholder or its agent or proxy shall be sufficient if made
in the following manner:

               (a) In the case of Holders of Unregistered Securities, the fact
and date of the execution by any such person of any instrument may be proved by
the certificate of any notary public or other officer of any jurisdiction
authorized to take acknowledgments of deeds or administer oaths that the person
executing such instruments acknowledged to him the execution thereof or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute
sufficient proof of the authority of the person executing the same. The fact of
the holding by any Holder of a Security of any series, and the identifying
number of such Security and the date of his holding


   47
the same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate shall be
deemed by the Trustee to be satisfactory. Each such certificate shall be dated
and shall state that on the date thereof a Security of such series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or more
Securities of one or more series specified therein. The holding by the person
named in any such certificate of any Securities of any series specified therein
shall be presumed to continue for a period of one year from the date of such
certificate unless at the time of any determination of such holding (1) another
certificate bearing a later date issued in respect of the same Securities shall
be produced, or (2) the Security of such series specified in such certificate
shall be produced by some other person, or (3) the Security of such series
specified in such certificates shall have ceased to be outstanding. Subject to
Sections 7.01, 7.02 and 9.05, the fact and date of the execution of any such
instrument and the amount and numbers of Securities of any series held by the
person so executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee for such
series or in any other manner that the Trustee for such series may deem
sufficient.

               (b) In the case of Registered Securities, the ownership of such
Securities shall be proved by the Security Register or by a certificate of the
Security Registrar.

               SECTION 8.03. Who Are Deemed Absolute Owners. The Corporation,
the Trustee, any paying agent, any transfer agent and any Security Registrar may
treat the Holder of any Unregistered Security and the Holder of any Coupon as
the absolute owner of such Unregistered Security or Coupon (whether or not such
Unregistered Security or Coupon shall be overdue) for the purpose of receiving
payment thereof or on account thereof and for all other purposes and neither the
Corporation, the Trustee, any paying agent, any transfer agent nor any Security
Registrar shall be affected by any notice to the contrary. The Corporation, the
Trustee, any paying agent, any transfer agent and any Security Registrar may,
subject to Section 2.04 hereof, treat the person in whose name a Registered
Security shall be registered upon the Security Register as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue) for the purpose of receiving payment thereof or on account thereof and
for all other purposes and neither the Corporation, the Trustee, any paying
agent, any transfer agent nor any Security Registrar shall be affected by any
notice to the contrary.

               SECTION 8.04. Corporation-owned Securities Disregarded. In
determining whether the Holders of the required aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities that are owned by the Corporation or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Corporation, shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities that the Trustee knows are so
owned shall be disregarded. Securities so owned that have been pledged in good
faith may be regarded as outstanding for the purposes of this Section if the
pledgee shall establish to the satisfaction of the Trustee the




   48
pledgee's right to vote such Securities and that the pledgee is not a person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Corporation. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

               SECTION 8.05. Revocation of Consents; Future Securityholders
Bound. At any time prior to the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any Holder of a Security the
identifying number of which is shown by the evidence to be included in the
Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee at its office and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Security issued in exchange or substitution therefor
irrespective of whether or not any notation in regard thereto is made upon such
Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action shall be conclusively binding upon the Corporation, the Trustee
and the Holders of all the Securities of each series intended to be affected
thereby.

               SECTION 8.06. Securities in a Foreign Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.01 of this
Indenture or in an indenture supplemental hereto with respect to a particular
series of Securities, on any day when for purposes of this Indenture any action
may be taken by the Holders of a specified percentage in aggregate principal
amount of two or more series of outstanding Securities and, at such time, there
are outstanding Securities of at least one such series that are denominated in a
coin or currency other than that of at least one other such series, then the
principal amount of Securities of each such series (other than any such series
denominated in U.S. Dollars) that shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of U.S. Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this
Section 8.06, "Market Exchange Rate" shall mean (i) for any conversion involving
a Currency unit on the one hand and dollars or any foreign currency on the
other, the exchange rate between the relevant Currency unit and dollars or such
foreign currency, (ii) for any conversion of dollars into any foreign currency,
the noon U.S. Dollar buying rate for such foreign currency for cable transfers
quoted in The City of New York on such day as certified for customs purposes by
the Federal Reserve Bank of New York and (iii) for any conversion of one foreign
currency into dollars or another foreign currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the dollars or foreign currency into which conversion is being made
could be purchased with the foreign currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for dollars or such purchased foreign currency. In the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii) the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in New York City, London or other principal market for such Currency or
Currency unit in question, or such other quotations as the Trustee shall deem
appropriate. Unless otherwise specified by the Trustee, if there is more than
one market for dealing in any Currency or Currency unit by reason of foreign
exchange regulations


   49
or otherwise, the market to be used in respect of such Currency or Currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in order
to make payments in respect of such securities. The provisions of this paragraph
shall apply in determining the equivalent number of votes that each
Securityholder or proxy shall be entitled to pursuant to Section 9.05, in
respect of Securities of a series denominated in a currency other than U.S.
Dollars.

     All decisions and determinations of the Corporation regarding the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Corporation and all Holders.


                                   ARTICLE IX.

                           SECURITYHOLDERS' MEETINGS.

               SECTION 9.01. Purposes of Meetings. A meeting of Securityholders
of any or all series may be called at any time and from time to time pursuant to
the provisions of this Article for any of the following purposes:

                    (1) to give any notice to the Corporation or to the Trustee,
or to give any directions to the Trustee, or to waive any default hereunder and
its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article Six;

                    (2) to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;

                    (3) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.02; or

                    (4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of the
Securities of any or all series, as the case may be, under any other provision
of this Indenture or under applicable law.

               SECTION 9.02. Call of Meetings by Trustee. The Trustee may at any
time call a meeting of Holders of Securities of any or all series to take any
action specified in Section 9.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in London, as the Trustee
shall determine. Notice of every meeting of the Holders of Securities of any or
all series, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given (i) if any
Unregistered Securities of a series that may be affected by the action proposed
to be taken at such meeting are then outstanding, to all Holders thereof, by
publication at least twice in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least twice in an Authorized Newspaper in
London (and, if required by Section 4.04, at least once in an Authorized
Newspaper in Luxembourg) prior to the date fixed for the meeting, the first
publication, in each case, to be not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and the last publication to
be not more than five days



   50
prior to the date fixed for the meeting, (ii) if any Unregistered Securities of
a series that may be affected by the action proposed to be taken at such meeting
are then outstanding, to all Holders thereof who have filed their names and
addresses with the Trustee as described in Section 313(c) of the Trust Indenture
Act of 1939, by mailing such notice to such Holders at such addresses, not less
than twenty nor more than one hundred eighty days prior to the date fixed for
the meeting and (iii) to all Holders of then outstanding Registered Securities
of each series that may be affected by the action proposed to be taken at such
meeting, by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting. Failure of any Holder or
Holders to receive such notice, or any defect therein, shall in no case affect
the validity of any action taken at such meeting. Any meeting of Holders of
Securities of all or any series shall be valid without notice if the Holders of
all such Securities outstanding, the Corporation and the Trustee are present in
person or by proxy or shall have waived notice thereof before or after the
meeting. The Trustee may fix, in advance, a date as the record date for
determining the Holders entitled to notice of or to vote at any such meeting at
not less than twenty or more than one hundred eighty days prior to the date
fixed for such meeting.

               SECTION 9.03. Call of Meetings by Corporation or Securityholders.
In case at any time the Corporation, pursuant to a Board Resolution, or the
Holders of at least ten percent in aggregate principal amount of the Securities
of any or all series, as the case may be, then outstanding, shall have requested
the Trustee to call a meeting of Securityholders of any or all series to take
any action authorized in Section 9.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed or published, as provided in Section 9.02, the
notice of such meeting within thirty days after receipt of such request, then
the Corporation or the Holders of such Securities in the amount above specified
may determine the time and the place in said Borough of Manhattan, The City of
New York or London for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing notice thereof as provided in Section
9.02.

               SECTION 9.04. Qualification for Voting. To be entitled to vote at
any meeting of Securityholders a person shall be a Holder of one or more
Securities of a series with respect to which a meeting is being held or a person
appointed by instrument in writing as proxy by such a Holder. The only persons
who shall be entitled to be present or to speak at any meeting of the
Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Corporation and its counsel.

               SECTION 9.05. Regulations. Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Securityholders, in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 9.03, in which case the
Corporation or the Securityholder calling the


   51
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Holders of a majority in principal amount of the Securities
represented at the meeting and entitled to vote.

     Subject to the provisions of Sections 8.01 and 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each U.S.$1,000
principal amount of Securities held or represented by him, her or it; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
not to be outstanding. The chairman of the meeting shall have no right to vote
except as a Securityholder or proxy. Any meeting of Securityholders duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time, and the meeting may be held as so adjourned without further notice.

               SECTION 9.06. Voting. The vote upon any resolution submitted to
any meeting of Securityholders shall be by written ballot on which shall be
subscribed the signatures of the Securityholders or proxies and on which shall
be inscribed the identifying number or numbers or to which shall be attached a
list of identifying numbers of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavit by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02 or Section 9.03. The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Corporation and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


                                   ARTICLE X.

                            SUPPLEMENTAL INDENTURES.

               SECTION 10.01. Supplemental Indentures Without Consent of
Securityholders. The Corporation, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939) for one or more of the following purposes:

               (a) to evidence the succession of another entity to the
Corporation, or successive successions, and the assumption by any successor
entity of the covenants, agreements and obligations of the Corporation pursuant
to Article Eleven hereof;

               (b) to add to the covenants of the Corporation such further
covenants,
   52


restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of Securities of any or
all series, or the Coupons appertaining to such Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions, conditions or provisions a default or an
Event of Default with respect to any or all series permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein set
forth, with such period of grace, if any, and subject to such conditions as such
supplemental indenture may provide;

                  (c) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities of any series in bearer form, registrable or not registrable as to
principal, and with or without interest Coupons, and to provide for
exchangeability of such Securities with Securities issued hereunder in fully
registered form and to make all appropriate changes for such purpose, and to add
or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of uncertificated Securities of
any series;

                  (d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of the Holders of any series of Securities or any Coupons appertaining
to such Securities;

                  (e) to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee;

                  (f) to evidence and provide for the acceptance and appointment
hereunder by a successor trustee with respect to the Securities of one or more
series and to add or change provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to Section 7.11;

                  (g) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 2.03; and

                  (h) to change or eliminate any provision of this Indenture,
provided that any such change or elimination (i) shall become effective only
when there is no Security outstanding of any series created prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (ii) shall not apply to any Security outstanding.

         The Trustee is hereby authorized to join with the Corporation in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture that adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be

   53


executed by the Corporation and the Trustee without the consent of the Holders
of any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 10.02.

                  SECTION 10.02. Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in the aggregate principal amount of the
Securities of all series at the time outstanding affected by such supplemental
indenture (voting as one class), the Corporation, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indentures or modifying in any manner the
rights of the Holders of the Securities of each such series or any Coupons
appertaining to such Securities; provided, however, that no such supplemental
indenture shall (i) change the fixed maturity of any Securities, or reduce the
principal amount thereof (or premium, if any), or reduce the rate or extend the
time of payment of any interest or Additional Amounts thereon or reduce the
amount due and payable upon acceleration of the maturity thereof or the amount
provable in bankruptcy, or make the principal of (premium, if any) or interest,
if any, or Additional Amounts, if any, on any Security payable in any coin or
currency other than that provided in such Security, (ii) impair the right to
institute suit for the enforcement of any such payment on or after the stated
maturity thereof (or, in the case of redemption, on or after the redemption date
therefor) or (iii) reduce the aforesaid percentage of Securities, the consent of
the Holders of which is required for any such supplemental indenture, or the
percentage required for the consent of the Holders pursuant to Section 6.01 to
waive defaults, without the consent of the Holder of each Security so affected.

         Upon the request of the Corporation, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the
Corporation authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Corporation in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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

         Promptly after the execution and delivery by the Corporation and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice of such supplemental indenture (i) to the
Holders of then outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee as
described in Section 313(c) of the Trust Indenture Act, by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then outstanding, to all Holders thereof, by Publication of
a notice thereof at least once in

   54

an Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
4.04, at least once in an Authorized Newspaper in Luxembourg), and in each case
such notice shall set forth in general terms the substance of such supplemental
indenture. Any failure of the Corporation to mail or publish such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

                  SECTION 10.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act of
1939. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Corporation and the Holders of Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the provisions of
this Article Ten.

                  SECTION 10.04. Notation on Securities. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article Ten may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. New Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the Corporation, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Corporation, authenticated by the Trustee and delivered,
without charge to the Securityholders, in exchange for the Securities of such
series then outstanding.


                                   ARTICLE XI.

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

                  SECTION 11.01.  Corporation May Consolidate, Etc., on Certain
Terms. The Corporation covenants that it will not merge or consolidate with any
other entity or sell or convey all or substantially all of its assets to any
person or entity, unless (i) either the Corporation shall be the continuing
corporation, or the successor entity (if other than the Corporation) shall be an
entity organized and existing under the laws of the United States of America or
any State thereof and such successor entity shall expressly assume, by a
supplemental indenture in form satisfactory to the Trustee and executed and
delivered to the Trustee by such successor entity, the due and punctual payment
of the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Securities and any Coupons, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or satisfied by the

   55

Corporation, (ii) immediately after giving effect to such merger or
consolidation, or such sale or conveyance, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing and (iii) the Corporation shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating, that such consolidation, merger, sale or conveyance and such
supplemental indenture, and any such assumption by the successor entity,
complies with the provisions of this Article Eleven.

                  SECTION 11.02. Successor Corporation Substituted. In case of
any such consolidation, merger, sale or conveyance and upon any such assumption
by the successor entity, such successor entity shall succeed to and be
substituted for the Corporation, with the same effect as if it had been named
herein as the party of the first part. Such successor entity thereupon may cause
to be signed, and may issue either in its own name or in the name of Visteon
Corporation, any or all of the Securities, and any Coupons appertaining thereto,
issuable hereunder which theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Corporation, and subject to all the terms, conditions and
limitations prescribed in this Indenture, the Trustee shall authenticate and
shall deliver any Securities or Coupons which previously shall have been signed
and delivered by the officers of the Corporation to the Trustee for
authentication, and any Securities or Coupons that such successor entity
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities, and any Coupons appertaining thereto, so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities or Coupons theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities, and any Coupons
appertaining thereto, had been issued at the date of the execution hereof.

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

                  SECTION 11.03. Certificate to Trustee. On or before April 1,
2001, and on or before April 1, in each year thereafter, the Corporation will
deliver to the Trustee an Officers' Certificate signed by the Corporation's
principal executive officer, principal financial officer or principal accounting
officer, as to such Officer's knowledge of the Corporation's compliance with all
conditions and covenants under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
this Indenture), as required by Section 314(a)(4) of the Trust Indenture Act of
1939.


                                  ARTICLE XII.

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS.

                  SECTION 12.01. Discharge of Indenture. If at any time (i) the
Corporation shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated (other than any Securities of such
series and Coupons pertaining thereto that shall have been destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07) or
(ii) all Securities of any series and any Coupons appertaining to

   56

such Securities not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Corporation shall deposit or cause to be deposited with the Trustee as
trust funds the entire amount (other than moneys repaid by the Trustee or any
paying agent to the Corporation in accordance with Sections 12.04 or 12.05)
sufficient to pay at maturity or upon redemption all Securities of such series
and all Coupons appertaining to such Securities not theretofore delivered to the
Trustee for cancellation (other than any Securities of such series and Coupons
pertaining thereto that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07), including principal
(and premium, if any), interest, if any, and Additional Amounts, if any, due or
to become due to such date of maturity or date fixed for redemption, as the case
may be, and if in either case the Corporation shall also pay or cause to be paid
all other sums payable hereunder by the Corporation with respect to such series,
then this Indenture shall cease to be of further effect with respect to the
Securities of such series or any Coupons appertaining to such Securities, and
the Trustee, on demand of and at the cost and expense of the Corporation and
subject to Section 14.04, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Securities of
such series and all Coupons appertaining to such Securities. The Corporation
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee in connection with this Indenture or the
Securities of such series or any Coupons appertaining to such Securities.

                  SECTION 12.02. Satisfaction, Discharge and Defeasance of
Securities of Any Series. If pursuant to Section 2.01 provision is made for the
defeasance of Securities of a series, then the provisions of this Section 12.02
shall be applicable except as otherwise specified as contemplated by Section
2.01 for Securities of such series. At the Corporation's option, either (a) the
Corporation shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any such series and the Trustee, at the
expense of the Corporation, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness or (b) the Corporation shall
cease to be under any obligation to comply with any term, provision, condition
or covenant specified as contemplated by Section 2.01, when

                  (1)      either

                           (A)  with respect to all outstanding Securities of
                            such series,

                           (i) the Corporation has deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for the purpose an amount (in such currency in which
                           such outstanding Securities and any related Coupons
                           are then specified as payable at stated maturity)
                           sufficient to pay and discharge the entire
                           indebtedness of all outstanding Securities of such
                           series for principal (and premium, if any), interest,
                           if any, and Additional Amounts, if any, to the stated
                           maturity or any redemption date as contemplated by
                           the last paragraph of this section 12.02, as the case
                           may be; or

   57

                           (ii) the Corporation has deposited or caused to be
                           deposited with the Trustee as obligations in trust
                           for the purpose such amount of direct noncallable
                           obligations of, or noncallable obligations the
                           payment of principal of and interest on which is
                           fully guaranteed by, the United States of America,
                           or to the payment of which obligations or guarantees
                           the full faith and credit of the United States of
                           America is pledged, maturing as to principal and
                           interest in such amounts and at such times as will,
                           together with the income to accrue thereon (but
                           without reinvesting any proceeds thereof), be
                           sufficient to pay and discharge the entire
                           indebtedness on all outstanding Securities of such
                           series for principal (and premium, if any), interest,
                           if any, and Additional Amounts, if any, to the
                           stated maturity or any redemption date as
                           contemplated by the last paragraph of this Section
                           12.02, as the case may be; or

                           (B)  the Corporation has properly fulfilled such
other terms and conditions of the satisfaction and discharge as is specified, as
contemplated by Section 2.01, as applicable to the Securities of such series,
and

                  (2) the Corporation has paid or caused to be paid all other
sums payable with respect to the outstanding Securities of such series, and

                  (3) The Corporation has delivered to the Trustee an Opinion of
Counsel stating that (i) the Corporation has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the holders of the outstanding Securities and any
related Coupons will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amounts and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred, and

                  (4) the Corporation has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the
entire indebtedness on all outstanding Securities of any such series have been
complied with.

         Any deposits with the Trustee referred to in Section 12.02(l)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Securities of such series are to be redeemed prior to their stated maturity,
whether pursuant to an optional redemption provision or in accordance with any
mandatory sinking fund requirement or otherwise, the applicable escrow trust
agreement shall provide therefor and the Corporation shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Corporation.

                  SECTION 12.03. Deposited Moneys to Be Held in Trust by
Trustee. All moneys deposited with the Trustee pursuant to Section 12.01 or
12.02 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Corporation acting as its own paying
agent), to the Holders of the particular Securities and of

   58

any Coupons appertaining to such Securities for the payment or redemption of
which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal (and premium, if any), interest, if any, and
Additional Amounts, if any.

                  SECTION 12.04. Paying Agent to Repay Moneys Held. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys with respect to such Securities then held
by any paying agent under the provisions of this Indenture shall, upon demand of
the Corporation, be repaid to it or paid to the Trustee and thereupon such
paying agent shall be released from any further liability with respect to such
moneys.

                  SECTION 12.05. Return of Unclaimed Moneys. Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of the
principal of (and premium, if any), interest, if any, and Additional Amounts, if
any, on any Security and not applied but remaining unclaimed for two years after
the date upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have become due and payable, shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Corporation by the Trustee or such
paying agent on demand, and the Holder of such Security or any Coupon
appertaining to such Security shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law,
thereafter look only to the Corporation for any payment that such Holder may be
entitled to collect and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it or any payment in respect of
Unregistered Securities of any series, may at the expense of the Corporation
cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London
(and, if required by Section 4.04, at least once in an Authorized Newspaper in
Luxembourg), notice that such moneys remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Corporation.


                                  ARTICLE XIII.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

                  SECTION 13.01. Indenture And Securities Solely Corporate
Obligations. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or any indenture supplemental hereto, or in any
Security, or because or on account of any indebtedness evidenced thereby, shall
be had against any past, present or future incorporator, stockholder, officer or
director, or other applicable principal, as such, of the Corporation or of any
successor entity, either directly or through the Corporation or any successor
entity, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities and Coupons.

   59

                                  ARTICLE XIV.

                            MISCELLANEOUS PROVISIONS.

                  SECTION 14.01. Benefits of Indenture Restricted to Parties and
Securityholders. Nothing in this Indenture or in the Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities
or Coupons, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Securities or Coupons.

                  SECTION 14.02. Provisions Binding on Corporation's Successors.
All the covenants, stipulations, promises and agreements contained in this
Indenture by or on behalf of the Corporation shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 14.03. Addresses for Notices, Etc. Any notice or
demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Securities to or on the
Corporation may be given or served by being deposited postage prepaid first
class mail in a post office letter box addressed (until another address is filed
by the Corporation with the Trustee), as follows: Visteon Corporation, [FAIRLANE
PLAZA NORTH, 10TH FLOOR, 290 TOWN CENTER DRIVE, DEARBORN MICHIGAN 48126,
ATTENTION GENERAL COUNSEL]. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at its Corporate
Trust Office, which is, at the date of this Indenture,


                  SECTION 14.04. Evidence of Compliance with Conditions
Precedent. Upon any application or demand by the Corporation to the Trustee to
take any action under any of the provisions of this Indenture, the Corporation
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition, (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (3) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

   60

                  SECTION 14.05. Legal Holidays. In any case where the date of
maturity of any interest, premium or Additional Amounts on or principal of, the
Securities or the date fixed for redemption of any Securities shall not be a
Business Day in a city where payment thereof is to be made, then payment of any
interest, premium or Additional Amounts on, or principal of, such Securities
need not be made on such date in such city but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

                  SECTION 14.06. Trust Indenture Act to Control. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture by operation of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939 (an "incorporated
provision"), such incorporated provision shall control.

                  SECTION 14.07. Execution in Counterparts. This Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute one and the same instrument.

                  SECTION 14.08. New York Contract. This Indenture and each
Security shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of said State, regardless of the laws that might otherwise govern
under applicable New York principles of conflicts of law and except as may
otherwise be required by mandatory provisions of law. Any claims or proceedings
in respect of this Indenture shall be heard in a federal or state court located
in the State of New York.

                  SECTION 14.09. Judgment Currency. The Corporation agrees, to
the fullest extent that it may effectively do so under applicable law, that (a)
if for the purposes of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of or interest on the Securities
of any series (the "Required Currency") into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in the City of New York the Required Currency with the Judgment
Currency on the date on which final unappealable judgment is entered, unless
such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day next preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day"

   61

means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

                  SECTION 14.10. Severability of Provisions. Any prohibition,
invalidity or unenforceability of any provision of this Indenture in any
jurisdiction shall not invalidate or render unenforceable the remaining
provisions hereto in such jurisdiction and shall not invalidate or render
unenforceable such provisions in any other jurisdiction.

                  SECTION 14.11. Corporation Released from Indenture
Requirements under Certain Circumstances. Whenever in this Indenture the
Corporation shall be required to do or not to do any thing so long as any of the
Securities of any series shall be Outstanding, the Corporation shall,
notwithstanding any such provision, not be required to comply with such
provisions if it shall be entitled to have this Indenture satisfied and
discharged pursuant to the provisions hereof, even though in either case the
Holders of any of the Securities of that series shall have failed to present and
surrender them for payment pursuant to the terms of this Indenture.













   62
       Bank One Trust Company, N.A., the party of the second part, hereby
accepts the trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.
   63





         IN WITNESS WHEREOF, VISTEON CORPORATION, the party of the first part,
has caused this Indenture to be signed and acknowledged by its Chairman of the
Board of Directors, its President or any Vice President or its Treasurer, and
its corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or an Assistant Secretary; and Bank One Trust Company, N.A., the party
of the second part, has caused this Indenture to be signed, and its corporate
seal to be affixed hereunto, and the same to be attested by its duly authorized
officers, all as of the day and year first above written.


{Corporate Seal}                                     VISTEON CORPORATION


Attest:                                             By:
                                                        -----------------------


{Corporate Seal}                                    BANK ONE TRUST COMPANY, N.A.


Attest:                                             By:
                                                        -----------------------




   64



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

                  On the day of     , 20   before me personally came
     , to me known, who being by me duly sworn, did depose and say that he/she
resides at                             , that he/she is the
of Visteon Corporation, one of the corporations described in and which executed
the foregoing instrument; that he/she knows the seal of said Corporation; that
the seal affixed to said instrument is such Corporate seal; that it was so
affixed by authority of the Board of Directors of said Corporation, and that
he/she signed his/her name thereto by like authority.

{SEAL}


Notary Public





   65


STATE OF                   )
                           )  ss.:
COUNTY OF                  )


                  On the day of  , 20   before me personally came
      , to me known, who being by me duly sworn, did depose and say that he/she
resides at                     , that he/she is a
of Bank One Trust Company, N.A., one of the corporations described in and
which executed the foregoing instrument; that he/she knows the seal of said
Corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like authority.


{SEAL}


Notary Public

   1
                                                                       Exhibit 5

                             DICKINSON WRIGHT PLLC
                       38525 Woodward Avenue, Suite 2000
                         Bloomfield Hills, MI 48304-2970
                           Telephone:  (248) 433-7200
                           Facsimile:  (248) 433-7274
                        http://www.dickinson-wright.com

                                                     June 23, 2000


Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126

Ladies and Gentlemen:

         We are acting as counsel to Visteon Corporation (the "Company") in
connection with the Registration Statement on Form S-3 being filed today by the
Company (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). The Registration Statement covers $2,000,000,000 in
aggregate principal amount of debt securities of the Company (the "Securities")
issuable from time to time under an Indenture dated as of the date hereof
between the Company and Bank One Trust Company, N.A., trustee (the "Trustee"),
in the form filed as Exhibit 4.1 to the Registration Statement (the
"Indenture").

         In our capacity as such counsel, we have examined (i) an unexecuted
copy of the Indenture and (ii) copies of the charter and bylaws of the Company,
and of certain resolutions adopted by unanimous written consent of the Board of
Directors of the Company, all certified by the Secretary of the Company as of
the date hereof. We also have examined such other corporate records of the
Company and such other documents and certificates of public officials and
officers of the Company as we have deemed necessary as a basis for the opinions
hereinafter expressed.

         Based on the foregoing, and having regard for such legal considerations
as we consider relevant, we are of the following opinion:

         1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware, with corporate power and authority
to execute the Indenture and to issue the Securities.

         2. The Board of Directors of the Company has duly authorized a
Securities Pricing Committee of the Board of Directors, empowered, at any time
prior to the annual meeting of stockholders of the Company in the year 2001, to
take all action necessary to authorize the Company to execute and deliver the
Indenture, to fix the terms of one or more issues of the Securities up to a
maximum aggregate principal amount at stated maturity of $2,000,000,000 and to
authorize the issue and sale of such Securities.

         3. When (a) the said Securities Pricing Committee shall have taken
action by appropriate proceedings to authorize the Company to execute and
deliver the Indenture, to fix the terms of one or more issues of Securities up
to such maximum aggregate principal amount and to authorize the issuance and
sale thereof, (b) the registration requirements of the Securities Act and such
state and foreign securities laws as

   2
may be applicable shall have been complied with, (c) the Indenture shall have
been executed and delivered by the Company, shall have been authorized, executed
and delivered by the Trustee and shall have been qualified under the Trust
Indenture Act of 1939, as amended, and (d) Securities with terms so fixed shall
have been authenticated under the Indenture and shall have been issued, sold and
delivered against payment therefor in accordance with the Indenture and such
action of the Securities Pricing Committee, then: (1) the Indenture will
constitute a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms; and (2) such Securities will
constitute legally issued, fully paid, non-assessable, valid and binding
obligations of the Company, entitled to the benefits provided by the Indenture.

         The opinions expressed above are subject to the following limitations
and qualifications:

         (a) Enforceability of the rights and remedies set forth in the
Indenture and in the Securities is subject, in each case, to the effect of any
applicable bankruptcy, fraudulent conveyance, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
to the discretionary nature of specific performance, injunctive relief and other
equitable remedies, including the appointment of a receiver.

         (b) Enforceability of the Indenture and the Securities is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), including requirements of
reasonableness and good faith in the exercise of rights and remedies under any
of the Indenture and the Securities.

         (c) Although certain provisions of the Indenture and the Securities
may not be enforceable in whole or in part under the laws of the State of
Michigan, the inclusion of such provisions does not affect the validity of
either of the Indenture or the Securities taken together and each of the
Indenture and the Securities contains adequate provisions for enforcing payment
of the obligations evidenced thereby and for the practical realization of the
benefits intended to be provided thereby.

         (d) With respect to our opinion regarding valid existence and good
standing of the Company in paragraph 1, we have relied without independent
investigation upon certificates of the Secretary of State of the State of
Delaware dated May 18, June 2 and June 22, 2000.

         We call to your attention that the Indenture is expressly governed, by
its terms, by the laws of the State of New York. We do not purport to express
any opinion herein concerning any laws other than the internal laws of the State
of Michigan, applicable federal laws of the United States of America and the
General Corporation Law of the State of Delaware. This opinion letter is limited
to the specific issues addressed herein and is predicated solely upon laws and
regulations in existence as of the current date and as they currently apply and
to the facts as they currently exist. We assume no obligation to revise or
supplement this opinion letter should such matters change by legislative action,
judicial decision or otherwise.

         We hereby consent to the use of this opinion letter as Exhibits 5 and
23.2 to the Registration Statement and to the use of our name under the heading
"Legal Opinions" in the Prospectus included therein. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

                                                 Very truly yours,

                                                 DICKINSON WRIGHT PLLC


                                                 By:  /s/ Patrick Daugherty
                                                      ---------------------
                                                          Patrick Daugherty
                                                          Member

PDD:JBW:JKL

   1
                                                                      Exhibit 12

                      VISTEON CORPORATION AND SUBSIDIARIES

               CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
               -------------------------------------------------
                          (dollar amounts in millions)




                                                   First          For the Year Ended December 31,
                                                  Quarter  ------------------------------------------------
                                                   2000      1999      1998      1997      1996      1995
                                                  -------  --------  --------  --------  --------  --------
                                                                                 
Earnings
- --------
Income before income taxes ...................... $  237   $  1,172  $  1,116  $    815  $    604  $    370
Equity in net (income) loss of affiliates
 plus dividends from affiliates .................     (4)       (23)       (9)      (13)      (31)      (17)
Adjusted fixed charges a/........................     57        172       104        98        90       105
                                                  -------  --------  --------  --------  --------  --------
 Earnings ....................................... $  290   $  1,321  $  1,211  $    900  $    663  $    458
                                                  =======  ========  ========  ========  ========  ========
Fixed Charges
- -------------
Interest expense b/.............................. $   50   $    149  $     86  $     94  $     79  $     79
Interest portion of rental expense c/............      8         24        17        12         7        33
                                                  -------  --------  --------  --------  --------  --------
 Fixed charges .................................. $   58   $    173  $    103  $    106  $     86       112
                                                  =======  ========  ========  ========  ========  ========
Ratios
- ------
 Ratios of earnings to fixed charges ............    5.0        7.6      11.8       8.5       7.7       4.1


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

a/ Fixed charges, as shown below, adjusted to exclude the amount of interest
   capitalized during the period.

b/ Includes interest, whether expensed or capitalized, and amortization of debt
   expense and discount or premium relating to any indebtedness.

c/ One-third of all rental expense is deemed to be interest.

   1
                                                                    Exhibit 23.1






                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 7, 2000, except as to Note 1 for
which the date is June 1, 2000, relating to the consolidated financial
statements of Visteon Corporation and Subsidiaries, which appear in Visteon
Corporation's Prospectus dated June 13, 2000 as filed with the SEC on June 14,
2000. We also consent to the reference to us under the heading "Experts" in such
Registration Statement on Form S-3.






/s/ PricewaterhouseCoopers LLP



Detroit, Michigan
June 23, 2000

   1
                                                                      Exhibit 25

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                   OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                          ----------------------------

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

 A NATIONAL BANKING ASSOCIATION                          31-0838515
                                                         (I.R.S. EMPLOYER
                                                         IDENTIFICATION NUMBER)

100 EAST BROAD STREET, COLUMBUS, OHIO                    43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                          BANK ONE TRUST COMPANY, N.A.
                        ONE NORTH STATE STREET, 9TH FLOOR
                             CHICAGO, ILLINOIS 60602
    ATTN: SANDRA L. CARUBA, VICE PRESIDENT AND SENIOR COUNSEL, (312) 336-9436
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                          -----------------------------

                               VISTEON CORPORATION
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                 38-3519512
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

5500 AUTO CLUB DRIVE
DEARBORN, MICHIGAN                                       48126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)



                                 DEBT SECURITIES
                         (TITLE OF INDENTURE SECURITIES)


   2





ITEM 1.           GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS
                  TO THE TRUSTEE:

                  (A)      NAME AND ADDRESS OF EACH EXAMINING OR
                  SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

                  Comptroller of Currency, Washington, D.C.;
                  Federal Deposit Insurance Corporation,
                  Washington, D.C.; The Board of Governors of
                  the Federal Reserve System, Washington D.C.

                  (B)      WHETHER IT IS AUTHORIZED TO EXERCISE
                  CORPORATE TRUST POWERS.

                  The trustee is authorized to exercise corporate trust powers.

ITEM 2.           AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN
                  AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

                  No such affiliation exists with the trustee.

ITEM 16.          LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
                  OF THIS STATEMENT OF ELIGIBILITY.

                  1.  A copy of the articles of association of the
                      trustee now in effect.*

                  2.  A copy of the certificate of authority of the
                      trustee to commence business.*

                  3.  A copy of the authorization of the trustee to
                      exercise corporate trust powers.*

                  4.  A copy of the existing by-laws of the trustee.*

                  5.  Not Applicable.

                  6.  The consent of the trustee required by
                      Section 321(b) of the Act.


   3




                  7.  A copy of the latest report of condition of the
                      trustee published pursuant to law or the
                      requirements of its supervising or examining
                      authority.

                  8.  Not Applicable.

                  9.  Not Applicable.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, Bank One Trust Company, National Association, a
         national banking association organized and existing under the laws of
         the United States of America, has duly caused this Statement of
         Eligibility to be signed on its behalf by the undersigned, thereunto
         duly authorized, all in the City of Chicago and State of Illinois, on
         the 22nd day of June, 2000.


                      BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                      TRUSTEE


                      BY /S/ SANDRA L. CARUBA
                         SANDRA L. CARUBA
                         VICE PRESIDENT










* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company,
National Association, filed as Exhibit 25 to the Registration Statement on Form
S-4 of U S WEST Communications, Inc., filed with the Securities and Exchange
Commission on March 24, 2000 (Registration No. 333-32124).










   4






                                    EXHIBIT 6



                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                                 June 22, 2000



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Visteon Corporation
and Bank One Trust Company, National Association, as Trustee, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.


                               Very truly yours,

                               BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION


                       BY: /S/ SANDRA L. CARUBA
                               SANDRA L. CARUBA
                               VICE PRESIDENT


   5



                                   EXHIBIT 7



                                                                                              
Legal Title of Bank:       Bank One Trust Company, N.A.       Call Date: 03/31/00       State #:  391581   FFIEC 032
Address:                   100 Broad Street                   Vendor ID:  D             Cert #:  21377     Page RC-1
City, State  Zip:          Columbus, OH 43271                 Transit #:  04400003


CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET



                                                                                           DOLLAR AMOUNTS IN THOUSANDS    C300
                                                                                                                       -------
                                                                                           RCON     BIL MIL THOU
                                                                                           ----     ------------

                                                                                                          
ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                                 RCON
                                                                                           ----
    a. Noninterest-bearing balances and currency and coin(1).............                  0081          48,450             1.a
    b. Interest-bearing balances(2)......................................                  0071          17,750             1.b
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A).........                  1754               0             2.a
    b. Available-for-sale securities (from Schedule RC-B, column D)......                  1773           5,714             2.b
3.  Federal funds sold and securities purchased under agreements to
    resell                                                                                 1350         396,644             3.
4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule                             RCON
       RC-C).............................................................                  2122          87,817             4.a
    b. LESS: Allowance for loan and lease losses.........................                  3123              10             4.b
    c. LESS: Allocated transfer risk reserve.............................                  3128               0             4.c
    d. Loans and leases, net of unearned income, allowance, and                            RCON
       reserve (item 4.a minus 4.b and 4.c)..............................                  2125          87,807             4.d
5.  Trading assets (from Schedule RD-D)..................................                  3545               0             5.
6.  Premises and fixed assets (including capitalized leases).............                  2145          25,200             6.
7.  Other real estate owned (from Schedule RC-M).........................                  2150               0             7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M).......................................                  2130               0             8.
9.  Customers' liability to this bank on acceptances outstanding.........                  2155               0             9.
10. Intangible assets (from Schedule RC-M)...............................                  2143          26,345            10.
11. Other assets (from Schedule RC-F)....................................                  2160         176,297            11.
12. Total assets (sum of items 1 through 11).............................                  2170         784,207            12.





(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.


   6



Legal Title of Bank:                Bank One Trust Company, N.A.       Call Date:  03/31/00      State #:  391581  FFIEC 032
Address:                            100 East Broad Street              Vendor ID:  D             Cert #"  21377    Page RC-2
City, State  Zip:                   Columbus, OH 43271                 Transit #:  04400003

SCHEDULE RC-CONTINUED
                                                                                                 DOLLAR AMOUNTS IN
                                                                                                   THOUSANDS
                                                                                                   ---------
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C                                RCON
       from Schedule RC-E, part 1)...................                                       2200         567,764        13.a
       (1) Noninterest-bearing(1)....................                                       6631         506,455        13.a1
       (2) Interest-bearing..........................                                       6636          61,309        13.a2

    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II)...
       (1) Noninterest bearing.......................
       (2) Interest-bearing..........................
14. Federal funds purchased and securities sold under agreements
    to repurchase:                                                                          RCFD 2800          0        14
15. a. Demand notes issued to the U.S. Treasury                                             RCON 2840          0        15.a
    b. Trading Liabilities(from Sechedule RC-D)..............................               RCFD 3548          0        15.b

16. Other borrowed money:                                                                   RCON

    a. With original maturity of one year or less...............                            2332               0        16.a
    b. With original  maturity of more than one year............                            A547               0        16.b
    c.  With original maturity of more than three years.........                            A548
0  16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding.....                            2920               0        18.
19. Subordinated notes and debentures...........................                            3200               0        19.
20. Other liabilities (from Schedule RC-G)......................                            2930          83,885        20.
21. Total liabilities (sum of items 13 through 20)..............                            2948         651,649        21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............                            3838               0        23.
24. Common stock................................................                            3230             800        24.
25. Surplus (exclude all surplus related to preferred stock)....                            3839          45,157        25.
26. a. Undivided profits and capital reserves...................                            3632          86,585        26.a
    b. Net unrealized holding gains (losses) on available-for-sale
       securities...............................................                            8434              16        26.b
    c. Accumulated net gains (losses) on cash flow hedges.......                            4336               0        26.c
27. Cumulative foreign currency translation adjustments.........
28. Total equity capital (sum of items 23 through 27)...........                            3210         132,558        28.
29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28).......................                            3300         784,207        29.

Memorandum

To be reported only with the March Report of Condition.


1.  Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing
    work performed for the bank by independent  external auditors as of any date during 1996 ......RCFD 6724 ........... Number M.1.
1 = Independent audit of the bank conducted in accordance         4. = Directors' examination of the bank performed by other
    with generally accepted auditing standards by a certified          external auditors (may be required by state chartering
    public accounting firm which submits a report on the bank          authority)
2 = Independent audit of the bank's parent holding company        5 = Review of the bank's financial statements by external
    conducted in accordance with generally accepted auditing           auditors
    standards by a certified public accounting firm which         6 = Compilation of the bank's financial statements by external
    submits a report on the consolidated holding company               auditors
    (but not on the bank separately)                              7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in               8 = No external audit work
    accordance with generally accepted auditing standards
    by a certified public accounting firm (may be required by
    state chartering authority)

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.