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SECURITIES AND EXCHANGE COMMISSION

Form S-3

Visteon Corporation

Delaware		38-3519512
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Visteon Capital Trust I

Delaware		[Applied For]
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5500 Auto Club Drive, Dearborn, Michigan 48126, Telephone: (800) 847-8366

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Stacy L. Fox, Esq.

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Copies of all communications to:

Patrick Daugherty, Esq.

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     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.

CALCULATION OF REGISTRATION FEE

				Proposed maximum		Amount of
Title of each class of		Amount to be		aggregate offering		registration
securities to be registered(1)		registered(2)(3)		price(3)(4)(5)		fee
Notes; Preferred Stock; Common Stock; Depositary Shares; Warrants; Stock Purchase Contracts; Stock Purchase Units; and Guarantee of the Trust Preferred Securities of Visteon Capital Trust I(6), each of Visteon Corporation(7)
Trust Preferred Securities of Visteon Capital Trust I
Total		$800,000,000(8)		$800,000,000		$73,600(9)

(1)	Such indeterminate number or principal amount of (a) common stock, notes, preferred stock, depositary shares, stock purchase contracts, stock purchase units, warrants and a guarantee of trust preferred securities of Visteon Capital Trust I of Visteon Corporation and (b) trust preferred securities of Visteon Capital Trust I as may from time to time be issued at indeterminate prices. Securities registered hereunder may be sold either separately or as units comprised of more than one type of security registered hereunder.
(2)	In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies.
(3)	Such amount represents the amount computed pursuant to Rule 457(o) for the principal amount of any notes issued at their principal amount, the issue price of any notes issued at an original issue discount, the liquidation preference of any preferred shares, the issue price of any warrants and the exercise price of any securities issuable upon exercise of those warrants.
(4)	Estimated solely for the purpose of computing the registration fee.
(5)	Exclusive of accrued interest and distributions, if any.
(6)	No separate consideration will be received for the guarantee of the trust preferred securities of Visteon Capital Trust I.
(7)	Also includes such indeterminate amount or number of notes and shares of securities as may be issued upon conversion or exchange of or exercise of any notes, preferred shares or warrants registered hereunder and also includes any fractional interests in preferred shares that we may offer in the form of depositary shares. No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion or exercise of, the notes, preferred shares or warrants.
(8)	Includes $800,000,000 of unsold securities previously registered under Registration Statement No. 333-40034.
(9)	Pursuant to Rule 457(p) under the Securities Act, the registration fee owed in connection with this registration statement has been offset by the registration fee previously paid in connection with Registration Statement No. 333-40034 of Visteon Corporation filed June 23, 2000 and relating to unsold securities under such registration statement. See note (8).

     Pursuant to Securities and Exchange Commission Rule 429 under the Securities Act of 1933, as amended, the prospectus included in this Registration Statement also relates to unsold securities in the aggregate amount of $800,000,000 that were previously registered by Visteon Corporation on Form S-3 filed on June 23, 2000. This Registration Statement constitutes Post-Effective Amendment No. 1 to such prior Registration Statement. Such Post-Effective Amendment shall hereafter become effective in accordance with Section 8(c) of the Securities Act concurrently with the effectiveness of this Registration Statement.

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     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.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated                                         , 2002

PROSPECTUS

$800,000,000

Visteon Corporation

Notes

Visteon Capital Trust I

Trust Preferred Securities

       We may from time to time issue up to $800,000,000 of securities described in this prospectus.

      This prospectus contains a general description of the securities we may offer. Each time we sell securities, a prospectus supplement will specify the terms of the securities.

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

      See “Risk Factors” on page 3 for information you should consider before buying these securities.

      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                                         , 2002.

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ABOUT THIS PROSPECTUS
RISK FACTORS
WHERE YOU CAN FIND MORE INFORMATION
VISTEON CORPORATION
THE TRUST
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF NOTES
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF WARRANTS
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
DESCRIPTION OF TRUST PREFERRED SECURITIES
DESCRIPTION OF GUARANTEE
BOOK-ENTRY ISSUANCE
PLAN OF DISTRIBUTION
EXPERTS
LEGAL OPINIONS
PART II
SIGNATURES
SIGNATURE
EXHIBIT INDEX
Registration Statement on Form S-3
Form of Underwriting Agreement for Debt Securities
Form of Underwriting Agreement/Trust Preferred Sec
Form of Amended & Restated Indenture
Form of Subordinated Indenture
Certificate of Trust
Trust Agreement
Form of Amended & Restated Trust Agreement
Form of Guarantee
Opinion Letter of Foley & Lardner
Opinion Letter of Richards, Layton & Finger, P.A.
Consent of PricewaterhouseCoopers LLP
Statment of Eligibility on Form T-1
Statment of Eligibility on Form T-1

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TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			2
RISK FACTORS			3
WHERE YOU CAN FIND MORE INFORMATION			3
VISTEON CORPORATION			5
THE TRUST			6
USE OF PROCEEDS			6
RATIO OF EARNINGS TO FIXED CHARGES			6
DESCRIPTION OF NOTES			7
DESCRIPTION OF PREFERRED STOCK			17
DESCRIPTION OF COMMON STOCK			17
DESCRIPTION OF DEPOSITARY SHARES			18
DESCRIPTION OF WARRANTS			20
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			21
DESCRIPTION OF TRUST PREFERRED SECURITIES			21
DESCRIPTION OF GUARANTEE			22
BOOK-ENTRY ISSUANCE			24
PLAN OF DISTRIBUTION			25
EXPERTS			27
LEGAL OPINIONS			28

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      This prospectus is part of a registration statement that Visteon Corporation (“Visteon”) and Visteon Capital Trust I (the “trust”) filed with the SEC using a “shelf” registration process. Under this shelf process, in one or more offerings, Visteon may sell:

	•	notes;
	•	preferred stock;
	•	common stock;
	•	depositary shares;
	•	warrants;
	•	stock purchase contracts; and
	•	stock purchase units,

and the trust may sell trust preferred securities representing undivided beneficial interests in the assets of the trust.

      This prospectus provides you with a general description of the securities. 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 may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under “Where You Can Find More Information.”

      The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about Visteon and the trust and the securities offered under this prospectus. That registration statement can be read at the SEC website or at the SEC offices mentioned under “Where You Can Find More Information.”

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      Before you invest, we urge you to consider carefully the risks and uncertainties we describe in our SEC filings incorporated by reference into this prospectus and in the applicable prospectus supplement. The risks and uncertainties so identified are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely affect us.

      We file annual, quarterly and special reports and other information with the SEC. The registration statement and these other 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 233 Broadway, New York, New York 10279 and in Chicago at Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 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, New York 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. The information incorporated by reference is considered part of this prospectus, and later information that we file with the SEC will automatically update and supersede the previously filed information. We incorporate by reference into this prospectus the documents listed below 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 (SEC File No. 001-15827):

	•	our registration statement on Form 8-A filed June 2, 2000;
	•	our annual report on Form 10-K for the year ended December 31, 2001; and
	•	our current reports on Form 8-K dated and filed on January 8, 2002, January 18, 2002, February 19, 2002, March 11, 2002 and March 26, 2002.

      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.

      The trust has no separate financial statements. Separate financial statements would not be material to holders of the trust preferred securities because the trust has no independent operations.

      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.

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      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 risks and uncertainties. Some of these risks and uncertainties are and will be described in SEC filings incorporated by reference into this prospectus and in our prospectus supplements. Any risks and uncertainties which develop into actual events 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.

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     General

      We are a leading global supplier of automotive systems, modules and components. We sell our products primarily to global vehicle manufacturers and also sell to the worldwide aftermarket for replacement and vehicle appearance enhancement parts. We operate in two business segments: Automotive Operations and Glass Operations.

      Ford Motor Company established our company as a wholly-owned subsidiary in January 2000 and subsequently transferred to us the assets and liabilities comprising Ford’s automotive components and systems business. We became independent from Ford on June 28, 2000.

      Our world headquarters are located in Dearborn, Michigan. We also maintain regional headquarters in Cologne, Germany, Yokahama, Japan and Sao Paulo, Brazil. We maintain technical facilities/sales offices and plants in 25 countries throughout the world.

      Our principal executive offices are located at 5500 Auto Club Drive, Dearborn, Michigan 48126, where our telephone number is (800) 847-8366.

     Automotive Operations

      We are a leading global supplier of automotive climate control, interior/exterior, energy transformation, chassis systems and telematics/multimedia systems modules and components. Products manufactured by us include:

	•	heating, ventilation and air conditioning components and systems;
	•	powertrain cooling components and systems;
	•	electrical conversion, fuel storage and delivery products (such as electronic engine controls, alternators, starters and fuel tanks);
	•	steering and chassis products;
	•	cockpit modules, seating, interior trim and lighting;
	•	bumpers;
	•	fascias; and
	•	in-vehicle entertainment, driver information, navigation, wireless communication and safety and security electronics.

     Glass Operations

      Our Glass Operations are composed of our vehicle glazing product group, which produces glass products for Ford and aftermarket customers, and our commercial glass product group, which produces float glass for commercial architecture.

     Customers

      We sell our products primarily to global vehicle manufacturers and we do business with the world’s largest vehicle manufacturers. Ford is our largest customer. In 2001, our sales to Ford accounted for about 82% of our total sales. Our top five customers other than Ford accounted for 7% of our total 2001 sales. Mazda Motor Corporation, of which Ford owns a 33.4% equity interest, is one of our top five non-Ford customers, accounting for 1% of our 2001 sales. In 2001, more than 75% of the new business we were awarded for delivery in future years was non-Ford business.

      In addition, we sell products for use as aftermarket and service parts to automotive original equipment manufacturers and others for resale through their own independent distribution networks. We sell products to

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      We formed Visteon Capital Trust I, a Delaware business trust, to raise capital for us by:

	•	issuing trust preferred securities under this prospectus; and
	•	investing the proceeds from the sale of the trust preferred securities in our junior subordinated notes.

      The trust will use the payments it receives on the junior subordinated notes to make cash payments to the holders of the trust preferred securities.

      We will own all of the common securities of the trust. The common securities will represent an aggregate liquidation amount equal to at least 3% of the trust’s total capitalization. The common securities will have terms substantially identical to, and generally will rank equal in priority of payment with, the trust preferred securities. If we default on the corresponding junior subordinated notes, then distributions on the common securities will be subordinate to the trust preferred securities in priority of payment.

      As holders of the common securities, we (except in certain circumstances) have the power to:

	•	appoint the trustees of the trust;
	•	replace or remove any of the trustees; and
	•	increase or decrease the number of trustees.

      The trustees we appoint will conduct the business and affairs of the trust. Prior to the issuance of any trust preferred securities, we will ensure that one trustee of the trust is a financial institution that will not be our affiliate and that will act as property trustee and indenture trustee for purposes of the Trust Indenture Act of 1939. Unless the property trustee maintains a principal place of business in the State of Delaware and meets the other requirements of applicable law, one trustee of the trust will have its principal place of business or reside in the State of Delaware.

      We will fully and unconditionally guarantee the trust preferred securities to the extent described under “Description of Guarantee.”

      The principal executive office of the trust is c/o Visteon Corporation, 5500 Auto Club Drive, Dearborn, Michigan 48126 and the telephone number is (800) 847-8366.

      We will use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, except as we state otherwise in a 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.

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      The ratio of our “earnings” to our “fixed charges” for each of the years 1997 through 2001 was:

Year Ended December 31,
2001				2000		1999		1998		1997
	N/A	(1)		2.8		7.6		11.8		8.5

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

	•	our pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees,
	•	our fixed charges,
	•	amortization of capitalized interest and
	•	distributed income of equity investees,

      less: capitalized interest.

      “Fixed charges” means the sum of:

	•	the interest we paid on borrowed funds,
	•	the amount we amortized for debt discount, premium and issuance expense and
	•	one-third of all our rental expense (the proportion considered representative of the interest factor).

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(1)	For the year ended December 31, 2001, fixed charges exceeded earnings by $183 million, resulting in a ratio of less than one.

Description of Senior Notes

     General

      We describe in this section the general terms that will apply to a series of senior notes that we may offer by this prospectus. When we issue a particular series, we will describe in a prospectus supplement (i) the specific terms of the senior notes and (ii) any general terms described in this section that will not apply to the senior notes of that series.

      We expect to issue the senior notes under an indenture with Bank One Trust Company, N.A., as trustee, which we call the “senior indenture” and which is included as an exhibit to the registration statement. We have summarized particular provisions of the senior indenture and have included the relevant section numbers of the indenture in parentheses. Our discussion of the senior indenture is not complete; you should read the senior indenture for a more complete understanding of the provisions we describe. The senior indenture is governed by the Trust Indenture Act of 1939, as amended.

      The aggregate principal amount of notes that we may issue under the senior indenture is unlimited (section 2.01).

      The senior notes may be issued from time to time in one or more series. We will describe the specific terms of each series of senior notes in a prospectus supplement, including some or all of the following:

	(1) the designation of the senior notes;
	(2) the authorized denominations if other than $1,000 (or integrals of $1,000) for registered notes and if other than $5,000 for unregistered notes;
	(3) any limit on the aggregate principal amount of the senior notes;
	(4) the percentage of their principal amount at which the senior notes are issued, if less than 100%;

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	(5) the maturity date or dates of the senior notes, or the manner of determining the maturity date or dates;
	(6) the annual interest rate or rates, if any, which may be fixed or variable; and the manner of calculating any variable interest rate;
	(7) the date or dates from which interest, if any, will accrue (or the method of determining such date or dates), and the interest payment dates and their associated record dates;
	(8) whether we may redeem the senior notes and, if so, the redemption date or dates, redemption price or prices and other terms of redemption;
	(9) whether the senior notes will be convertible into or exchangeable for securities, and if so, the terms and conditions of the conversion or exchange;
	(10) any mandatory or optional sinking fund or analogous provisions;
	(11) provisions for the defeasance of the senior notes;
	(12) the form in which we will issue senior notes (registered or bearer), any restrictions on the exchange of one form for another and on the offer, sale and delivery of senior notes in either form;
	(13) whether and under what circumstances we will pay additional amounts on senior notes held by a person who is not a “United States person” (as defined in the prospectus supplement) in respect of specified taxes, assessments or other governmental charges withheld or deducted; and, if so, whether we have the option to redeem the affected notes rather than pay such additional amounts;
	(14) if other than U.S. dollars, the currency or currencies for which the senior notes may be purchased and the currency in which the principal of, premium, if any, and interest, if any, on the senior notes is payable;
	(15) any exchanges on which the senior notes are to be listed;
	(16) whether the senior notes are to be issued in book-entry form and, if so, the identity of the depositary for the book-entry senior notes;
	(17) the place or places where the principal of, premium, if any, and interest, if any, on the senior notes is payable;
	(18) if the amount of principal of and interest on the senior notes may be determined with reference to an index based on a currency other than that in which the senior notes are denominated, the manner of determining such amounts;
	(19) the portion of the principal amount (if other than the full principal amount) of the senior notes payable upon acceleration of their maturity date;
	(20) the form and terms of any certificates, documents or conditions required for the issuance of senior notes in definitive form;
	(21) any trustees, depositories, authenticating or paying agents, transfer agents, registrars or any other agents with respect to the senior notes if different than those described in this prospectus; and
	(22) any other specific terms of the senior notes, including any additional covenants and any terms that may be required or advisable under applicable laws or regulations (section 2.01).

      The senior notes 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, you may present senior notes for transfer (unless issued in book-entry form) or payment at the office of the trustee, c/o Bank One, N.A., 55 Water Street, 1st Floor, Jeanette Park Entrance, New York, New York 10041, attention: Global Corporate Trust Services. We may, however, pay the interest on registered notes by mailing checks to the holders of those notes at the

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      We may issue discounted notes, 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 discounted notes, the amount that the holders of those notes may declare to be immediately due and payable will be less than the principal amount (section 6.01).

     Book-Entry Senior Notes — Delivery and Form

      Unless otherwise set forth in the applicable prospectus supplement, we will issue the senior notes of a series in the form of one or more global notes, each of which will have an aggregate principal amount equal to the aggregate principal amount of the senior notes that it represents. Each global security will be deposited with a depositary 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, as amended, and any other applicable statute or regulation (section 2.03). See “Book-Entry Issuance.”

     Covenants

      In this section we describe the principal covenants that will apply to the senior notes unless otherwise indicated in a prospectus supplement. You should refer to the definitions of capitalized terms located at the end of this section when reviewing these covenants.

          Limitation on Liens

      Visteon 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 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 issues or assumes any such Debt that the senior notes (together with any other indebtedness of Visteon or the Manufacturing Subsidiary ranking equally with the notes 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 or any Manufacturing Subsidiary issues or assumes and so secures by Mortgages, together with (A) all other Debt of Visteon 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 (1) through (5) of the immediately following paragraph and not including Permitted Receivables Financings, and (B) all Attributable Debt of Visteon 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:

	(1) Mortgages on property, shares of stock or indebtedness of any entity existing at the time (a) that the 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 Visteon or a Manufacturing Subsidiary;
	(2) Mortgages on property that exist at the time Visteon or a Manufacturing Subsidiary acquires the property; or Mortgages to secure (a) the payment of all or part of the purchase price of such property when Visteon or a Manufacturing Subsidiary acquires it, (b) 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 its purchase price, or (c) any Debt

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	incurred for the purpose of financing Visteon’s or a Manufacturing Subsidiary’s cost of improvements to such acquired property;
	(3) Mortgages securing a Manufacturing Subsidiary’s Debt to Visteon or to another Subsidiary;
	(4) Mortgages on property of Visteon or a Manufacturing Subsidiary in favor of:

	(a) the United States of America or any state,
	(b) any department, agency or instrumentality or political subdivision of the United States of America or any state, or
	(c) any other country, or any political subdivision of any other country, in connection with financing arrangements between Visteon 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 under any contract or statute or to secure any indebtedness incurred for the purpose of financing all or part of the purchase price or the cost of construction of the property subject to such Mortgages;

(5) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in the foregoing clauses (1) to (4), as long as (a) the principal amount of Debt secured by any such Mortgage does not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and (b) the extension, renewal or replacement is limited to all or a part of the property (including improvements) that secured the Mortgage being extended, renewed or replaced (section 4.06).

          Limitation on Sale and Lease-Back Arrangements

      Visteon will not, and will not permit any Manufacturing Subsidiary to, enter into any arrangement with any person in which Visteon or a Manufacturing Subsidiary leases from such person any Domestic Manufacturing Property that (a) Visteon or the Manufacturing Subsidiary owns on the date that the senior notes are originally issued and (b) Visteon 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 and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), unless either:

	(1) Visteon or the Manufacturing Subsidiary could, under the covenant on limitation on liens described above, issue, assume, extend, renew or replace Debt secured by a Mortgage on the Domestic Manufacturing Property equal in amount to the Attributable Debt in respect of such sale and lease-back arrangement without equally and ratably securing the senior notes; however, on and after the date that the sale and lease-back arrangement becomes effective, the Attributable Debt in respect of the sale and lease-back arrangement would be deemed for all purposes under the covenant on limitation on liens described above and the covenant on limitation on sale and lease-back arrangements to be Debt subject to the provisions of the covenant on limitation on liens described above (which provisions include the exceptions set forth in clauses (1) through (5) of the description of such covenant), or
	(2) Within 180 days of the effective date of the sale and lease-back arrangement, Visteon applies a cash amount equal to the Attributable Debt in respect of the arrangement to the retirement (other than any mandatory retirement or payment at maturity) of Debt of Visteon or any Manufacturing Subsidiary (other than Debt owned by Visteon or any Manufacturing Subsidiary) that by its terms matures at, or is extendible or renewable at the borrower’s option to, a date more than twelve months after the date of the creation of such Debt (section 4.07).

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          Limitation on Consolidation, Merger, Sale or Conveyance

      Visteon 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:

	(1) Either Visteon is the surviving corporation or, if not, the successor entity is organized under the laws of the United States or any state and expressly assumes, by executing a supplemental indenture, (a) the obligation to pay the principal of, premium, if any, interest, if any, and any other additional amounts, on all the notes and any coupons and (b) the performance of all of Visteon’s covenants and the satisfaction of all the conditions to be satisfied by Visteon under the senior indenture;
	(2) Immediately after the merger, consolidation, sale or conveyance is effective, no event of default under the senior indenture will have occurred or be continuing; and
	(3) Visteon delivers to the trustee under the senior indenture a certificate and legal opinion each stating that the merger, consolidation, sale or conveyance, any supplemental indenture, and any assumption by the successor entity of Visteon’s obligations described above, complies with the requirements set forth in article eleven of the senior indenture regarding Visteon’s ability to carry out a merger, consolidation, sale or conveyance of assets (section 11.01).

          Definitions Applicable to Covenants

      The following definitions will apply to the covenants summarized above:

	(1) “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 Visteon), 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, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates, 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.
	(2) “Consolidated Net Tangible Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of Visteon and its consolidated Subsidiaries less (a) all current liabilities and (b) goodwill, trade names, patents, unamortized debt discount, organization expenses and other like intangibles of Visteon and its consolidated Subsidiaries.
	(3) “Debt” means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed.
	(4) “Domestic Manufacturing Property” means any manufacturing plant or facility owned by Visteon 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 Visteon and its consolidated affiliates as an entity.

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	(5) “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 a successor entity as may be in general use by significant segments of the accounting profession, which are applicable to circumstances as of the date of determination.
	(6) “Manufacturing Subsidiary” means any Subsidiary (A) substantially all the property of which is located within the continental United States of America, (B) which owns a Domestic Manufacturing Property and (C) in which Visteon’s investment, direct or indirect and whether in the form of equity, debt, advances or otherwise, is in excess of $1 billion as shown on the books of Visteon 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 Visteon or others or that is principally engaged in financing Visteon’s operations outside the continental United States of America.
	(7) “Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.
	(8) “Non-Recourse Debt” means all Debt which, in accordance with GAAP, is not required to be recognized on a consolidated balance sheet of Visteon as a liability.
	(9) “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 Visteon or any of its Subsidiaries.
	(10) “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 Visteon, or by one or more Subsidiaries, or by Visteon and one or more Subsidiaries (section 4.08).

     Defeasance

      If the terms of a series of senior notes provide for defeasance of those notes, we may, at our option, (A) discharge our obligations with respect to all the outstanding senior notes of that series or (B) not comply with any term, provision, condition or covenant contained in the senior indenture with respect to that series, in each case by:

	(1) depositing with the trustee funds or obligations issued or guaranteed by the United States of America sufficient to pay and discharge the entire indebtedness on all outstanding senior notes of the series, or fulfilling other terms and conditions of the satisfaction and discharge of the senior notes of the series;
	(2) paying all other sums payable with respect to the outstanding senior notes of the series;
	(3) delivering to the trustee a legal opinion confirming that the holders of the outstanding senior notes and any related coupons will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance of their notes; and
	(4) delivering to the trustee an officer’s certificate and legal opinion each confirming that we have complied with all conditions relating to defeasance of the senior notes contained in the senior indenture (section 12.02).

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     Modification of the Senior Indenture

      We may enter into supplemental indentures without your consent to:

	(1) evidence the assumption by a successor corporation of our obligations,
	(2) add covenants for the protection of the holders of the senior notes,
	(3) add or change any of the provisions of the senior indenture to permit or facilitate the issuance of senior notes in bearer form and to provide for the exchange of notes in bearer form with registered notes,
	(4) cure any ambiguity or correct any inconsistency in the senior indenture or in a supplemental indenture,
	(5) transfer, assign, mortgage or pledge any property to or with the senior indenture trustee,
	(6) establish the form or terms of notes of any series as permitted by the terms of the senior indenture,
	(7) evidence the acceptance of appointment by a successor trustee, and
	(8) change or eliminate provisions of the senior indenture where the changes or eliminations do not apply to any senior notes outstanding and become effective only when there is no senior note 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).

      We may enter into a supplemental indenture to modify the senior indenture, any supplemental indenture or the rights of senior note holders with the consent of the holders of not less than a majority in principal amount of the senior notes of all series at the time outstanding that are affected by that modification (voting as one class), if the modification does not:

	(1)	change the fixed maturity of any senior notes,
	(2)	reduce their principal amount or premium, if any,
	(3)	reduce the rate or extend the time of payment of interest or any additional amounts payable on the senior notes,
	(4)	reduce the amount due and payable upon acceleration of the maturity of the senior notes or the amount provable in bankruptcy,
	(5)	make the principal of, or any interest, premium or additional amounts on, any senior notes payable in a coin or currency different from that provided in the senior notes,
	(6)	impair the right to initiate suit for the enforcement of any such payment on or after the stated maturity of the senior notes, or
	(7)	reduce the requirement for the consent of the holders of the senior notes to any modification described above, or the percentage required for the consent of the holders to waive defaults, without the consent of the holder of each senior note so affected (section 10.02).

     Events of Default

      An event of default with respect to any series of senior notes is defined in the senior indenture as:

	(1) default for five business days after notice in payment of any principal or premium, if any, on the series;
	(2) default for 30 days after notice in payment of any interest or additional amounts due with respect to the series;
	(3) default for 90 days after notice in performance of any other covenant or agreement applicable to the senior notes or contained in the senior indenture;

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	(4) default by Visteon 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 that, at any time, has at least 5% of the consolidated revenues of Visteon and its Subsidiaries at such time as reflected in the most recent annual audited consolidated financial statements of Visteon, and the term “Subsidiary” is defined as in our description of the covenants under the senior indenture); or
	(5) certain events of bankruptcy, insolvency or reorganization (section 6.01).

      If an event of default under clause (1), (2), (3) or (4) above occurs with respect to any series, the trustee or the holders of at least 25% in aggregate principal amount of all senior notes then outstanding affected by the event of default may declare the principal (or, in the case of discounted notes, the amount specified in their terms) of all senior notes of the affected series to be due and payable (section 6.01).

      If an event of default under clause (5) above occurs, the senior indenture trustee or the holders of at least 25% in aggregate principal amount of all the senior notes then outstanding (voting as one class) may declare the principal (or, in the case of discounted notes, the amount specified in their terms) of all outstanding senior notes not already due and payable to be due and payable (section 6.01).

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

	•	we deposit with the senior indenture trustee all required payments on the notes, plus certain fees, expenses, disbursements and advances of the trustee; and
	•	all defaults under the senior indenture have been remedied (section 6.01).

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

	•	in the payment of principal of, or any premium, interest or additional amounts on, any senior notes of that series or
	•	in respect of a covenant or provision in the senior indenture that may not be modified without the consent of the holders of each outstanding senior note that would be affected by the modification (section 6.06).

      The senior indenture trustee may withhold notice of any default to the noteholders (except for default in the payment of principal or any premium, interest or additional amounts) if it considers it in the interests of the senior noteholders to do so (section 6.07).

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

      Subject to such provisions for the indemnification of the senior indenture trustee and to certain other limitations, the holders of a majority in aggregate principal amount of the senior notes 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 senior indenture trustee or exercising any trust or power conferred on the senior indenture trustee (section 6.06).

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     Concerning the Senior Indenture Trustee

      Bank One Trust Company, N.A. is the trustee under the senior indenture. Bank One, N.A., an affiliate of the trustee, also acts as depositary for funds of, makes loans to and performs certain other services for us in the normal course of its business. We have initially appointed the senior indenture trustee, acting through its corporate trust office in Chicago, as paying agent for the senior notes.

Description of Subordinated Notes

     General

      We describe in this section the general terms that will apply to any particular series of subordinated notes that we may offer by this prospectus. When we issue a particular series, we will describe in a prospectus supplement (i) the specific terms of the subordinated notes and (ii) any general terms described in this section that will not apply to subordinated notes of that series.

      The subordinated notes will be issued under an indenture with Bank One Trust Company, N.A., as trustee, which we call the “subordinated indenture.” The subordinated indenture will be qualified under the Trust Indenture Act. The form of subordinated indenture has been filed as an exhibit to the registration statement. The provisions of the subordinated indenture are substantially identical in substance to the provisions of the senior indenture, except for the subordination provisions described below, for which there are no counterparts in the senior indenture. See “Description of Notes—Description of Senior Notes.”

      We have summarized particular provisions of the subordinated indenture and the subordinated notes and have included the relevant section numbers of the subordinated indenture in parentheses. Our discussion of the subordinated indenture is not complete; you should read the form of subordinated indenture for a more complete understanding of the provisions we describe.

     Subordination

      Subordinated notes will be subordinate and subject in right of payment, in the manner and to the extent set forth in the subordinated indenture, to the prior payment in full of all Senior Indebtedness (as defined below) (section 13.01).

      If we make payments to our creditors as a result of:

	•	a liquidation;
	•	a dissolution;
	•	winding up;
	•	a reorganization;
	•	an assignment for the benefit of creditors;
	•	marshaling of assets and liabilities; or
	•	any bankruptcy, insolvency or similar proceeding involving us,

then the holders of Senior Indebtedness will first be entitled to receive payment in full in cash of all obligations due on or to become due on or in respect of all Senior Indebtedness before the holders of subordinated notes are entitled to receive any payment or distribution (“Securities Payments”) (section 13.02).

      Until the Senior Indebtedness is paid in full, any Securities Payment to which the holders of subordinated notes would be entitled will be paid or delivered by us, or by any other person making the payment or distribution, directly to the holders of Senior Indebtedness for application to all of the Senior Indebtedness then due (section 13.03).

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      We may not make any payments on the account of the subordinated notes, or on account of the purchase or redemption or other acquisition of the subordinated notes, if there has occurred and is continuing a default in the payment of the principal of (or premium, if any) or interest on any Senior Indebtedness.

      In the event that the subordinated indenture trustee receives any Securities Payment prohibited by the subordination provisions of the subordinated indenture, the payment will be held by the subordinated indenture trustee in trust for the benefit of, and will immediately be paid over to the holders of Senior Indebtedness or their representative or representatives, or the trustee or trustees under any applicable indenture, for application to the payment of Senior Indebtedness (sections 13.02 and 13.03).

      For purposes of the foregoing, “Securities Payments” will be deemed not to include a payment or distribution of stock or securities provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law which stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to at least the same extent as the subordinated notes (section 13.02).

      By reason of the subordination of the subordinated notes, in the event of our insolvency holders of Senior Indebtedness may receive more, ratably, and holders of the subordinated notes having a claim pursuant to such securities may receive less, ratably, than our other creditors. There may also be interruption of scheduled interest and principal payments resulting from events of default on Senior Indebtedness.

     Definition of “Senior Indebtedness”

      Set forth below is a summary of the definition of “Senior Indebtedness” as used in the subordinated indenture. Please refer to the subordinated indenture for full definitions of all defined term in the subordinated indenture.

      “Senior Indebtedness” includes all of our obligations, as amended or renewed, to pay principal, premium, interest, penalties, fees and other charges:

	•	for borrowed money;
	•	in the form of notes, debentures, bonds or similar instruments, including obligations incurred in connection with our purchase of property, assets or businesses;
	•	under capital leases;
	•	under letters of credit, bankers’ acceptances or similar facilities;
	•	issued or assumed in the form of a deferred purchase price of property or services, such as master leases;
	•	under swaps and other hedging arrangements;
	•	pursuant to our guarantee of the obligations listed above of another entity; and
	•	to satisfy the expenses and fees of the subordinated indenture trustee under the subordinated indenture (section 1.01).

      Senior Indebtedness shall not include:

	•	indebtedness for money borrowed of Visteon to any of its subsidiaries or certain other affiliates;
	•	indebtedness which, by its terms, expressly provides that it does not rank senior to the subordinated debt securities;
	•	indebtedness incurred in the form of trade accounts payable or accrued liabilities arising in the ordinary course of business;
	•	indebtedness we may incur in violation of the subordinated indenture (section 1.01).

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      In this section we describe the general terms that will apply to preferred stock that we may offer by this prospectus in the future. When we issue a particular series, we will describe the specific terms of the series of preferred stock in a prospectus supplement. The specific terms of any series of preferred stock may differ from the following terms. The description of preferred stock below and in the prospectus supplement are qualified in their entirety by reference to our certificate of incorporation and any applicable amendments which are filed or incorporated by reference as an exhibit to the registration statement.

      Under our certificate of incorporation, our board of directors is authorized to issue preferred stock in one or more series, each with such voting powers (full, limited or none), designations, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions thereof, as they may fix or designate without any further vote or action by our stockholders.

      We will describe the specific terms of a series of preferred stock in a prospectus supplement, including some or all of the following:

	(1) the maximum number of shares of the series and their designations;
	(2) any annual dividend rate;
	(3) any dates that dividends begin to accrue or accumulate;
	(4) whether the dividends will be cumulative, and any dividend preference;
	(5) the price, terms and conditions of any redemption;
	(6) any liquidation preference;
	(7) whether the shares will be subject to, and the terms and provisions of, a retirement or sinking fund;
	(8) any terms and conditions for conversion or exchange of the shares into or for shares of any other class of Visteon securities;
	(9) any voting rights;
	(10) whether fractional interests will be offered in the form of depositary shares; and
	(11) any or all other preferences or other rights or restrictions of the shares of the series.

      Any prospectus supplement that specifies the terms of preferred stock also will describe any restriction on our repurchase or redemption of shares while there is any arrearage in the payment of dividends or, if applicable, sinking fund installments.

      Under Delaware corporation law, the holders of a majority of the outstanding shares of preferred stock may vote together as a single class to approve any amendment to our certificate of incorporation that would increase or decrease the aggregate number of authorized shares of preferred stock or the par value of the preferred stock, or change the powers, preferences or special rights of the preferred stock so as to affect them adversely. If the proposed amendment will change the powers, preferences or special rights of one or more series of shares of preferred stock, but will not impact all outstanding shares of preferred stock, the holders of a majority of the outstanding shares of preferred stock of the series which will be affected may vote together as a single class to approve the amendment.

      A description of our common stock is included in the registration statement on Form 8-A filed June 2, 2000, which is incorporated by reference into this prospectus. You may obtain the text of that registration statement as described under “Where You Can Find More Information.”

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      We describe in this section the general terms of the depositary shares. We will describe the specific terms of the depositary shares in a prospectus supplement. The following description of the material terms of the deposit agreement, the depositary shares and the depositary receipts is only a summary and you should refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC in connection with any particular offering of depositary shares.

General

      We may offer fractional interests in preferred stock, rather than full shares of preferred stock. In that case, we will provide for the issuance by a depositary to investors of receipts for depositary shares, each representing a fractional interest in a share of a particular series of preferred stock.

      The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and the depositary, which must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. The applicable prospectus supplement will set forth the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying such depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.

      The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, we may order the depositary to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they held the depositary receipts in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.

Withdrawal

      Unless otherwise indicated in the applicable prospectus supplement and unless the related depositary shares have been called for redemption, if you surrender depositary receipts at the principal office of the depositary, then you are entitled to receive at that office the number of shares of preferred stock and any money or other property represented by the depositary shares. We will not issue partial shares of preferred stock. If you deliver depositary receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock, the depositary will issue to you a new depositary receipt evidencing the excess number of depositary shares at the same time that the preferred stock is withdrawn. Holders of shares of preferred stock received in exchange for depositary shares will no longer be entitled to deposit those shares under the deposit agreement or to receive depositary shares in exchange for those shares of preferred stock.

Dividends and Other Distributions

      The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares representing the preferred stock in proportion to the numbers of depositary shares owned by the holders on the relevant record date. The depositary will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The balance not distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares.

      If there is a distribution other than in cash, the depositary will distribute property to the holders of depositary shares, unless the depositary determines that it is not feasible to make such distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.

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Conversion, Exchange and Redemption

      Unless otherwise specified in the applicable prospectus supplement, neither the depositary shares nor the series of preferred stock underlying the depositary shares will be convertible or exchangeable into any other class or series of our capital stock.

      If the series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the redemption proceeds, in whole or in part, of the series of the preferred stock held by the depositary. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever we redeem preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as determined by the depositary.

Voting

      Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail information about the meeting contained in the notice to the record holders of the depositary shares relating to the preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the depositary as to how the preferred stock underlying the holder’s depositary shares should be voted.

      The depositary will try, if practical, to vote the preferred stock underlying the depositary shares according to the instructions received. We will agree to take all action requested by and deemed necessary by the depositary in order to enable the depositary to vote the preferred stock in that manner. The depositary will not vote any preferred stock for which it does not receive specific instructions from the holders of the depositary shares relating to the preferred stock.

Amendment and Termination of the Deposit Agreement

      We may amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement by agreement with the depositary at any time. Any amendment that materially and adversely alters the rights of the existing holders of depositary shares will not be effective, however, unless approved by the record holders of at least a majority of the depositary shares then outstanding. A deposit agreement may be terminated by us or the depositary only if:

	•	all outstanding depositary shares relating to the deposit agreement have been redeemed or converted into or exchanged for other securities; or
	•	there has been a final distribution on the underlying preferred stock in connection with our liquidation, dissolution or winding up and the distribution has been made to the holders of the related depositary shares.

Charges of Depositary

      We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with its duties under the deposit agreement. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility in the deposit agreement.

Miscellaneous

      The depositary will forward to the holders of depositary shares all reports and communications that we must furnish to the holders of the preferred stock.

      Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our

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Resignation and Removal of Depositary

      The depositary may resign at any time by delivering notice to us. We may also remove the depositary at any time. Resignations or removals will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal.

      In this section we describe the general terms of warrants that we may offer. We may offer warrants for the purchase of senior notes, subordinated notes, preferred stock, depositary shares or common stock.

      We may issue warrants alone or together with other warrants or securities, and the warrants may be attached to or separate from those securities. The warrants will be issued under warrant agreements to be entered into between us and one or more banks or trust companies, as warrant agents, as will be described in the prospectus supplement relating to the warrants being offered. The warrant agents will act solely as our agents in connection with the issuance and exercise of warrants and will not assume any obligation or relationship of agency or trust for or with any holder of a warrant certificate or any owner of a beneficial interest in warrants. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. You should refer to the form of warrant agreement that will be filed with the SEC in connection with any particular offering of warrants.

      When we issue warrants, we will describe in a prospectus supplement:

	(1) the aggregate amount of the warrants;
	(2) the initial offering price of the warrants;
	(3) the currencies in which the warrants are being offered;
	(4) the designation, total number and terms of the securities that can be purchased upon exercise or that are underlying the securities that can be purchased upon exercise;
	(5) whether the warrants are issued with a related security and, if applicable, the designation and terms of such related security and the number of warrants issued with such related security;
	(6) the date, if any, on and after which the warrants and the related security will be separately transferable;
	(7) the principal amount in the case of senior or subordinated notes, or the number of shares, in the case of common stock, preferred stock or depositary shares, that can be purchased if a holder exercises a warrant and the price at which and currencies in which such related security may be purchased upon exercise;
	(8) the date on which the right to exercise the warrants begins and the date on which this right expires;
	(9) the procedures for exercise and exchange of the warrants;
	(10) whether the warrants will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;
	(11) information with respect to book-entry procedures, if any;

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	(12) any material United States federal income tax, accounting or other considerations that apply to the warrants;
	(13) the procedures for amending the warrants; and
	(14) any other terms of the warrants.

      Until a warrant is exercised, the holder of the warrant will not have any of the rights of holders of the underlying securities.

      The following is a general description of the terms of the stock purchase contracts and stock purchase units we may issue from time to time. The specific terms of any stock purchase contracts or stock purchase units that we may offer will be described in a prospectus supplement.

      We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified number of shares of common stock, preferred stock or depositary shares at a future date. The consideration per share of common stock, preferred stock or depositary shares may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.

      The stock purchase contracts may be issued separately or as a part of units (“stock purchase units”), consisting of a stock purchase contract and notes, trust preferred securities or debt obligations of third parties, including U.S. Treasury securities, in each case securing holders’ obligations to purchase common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.

DESCRIPTION OF TRUST PREFERRED SECURITIES

      We describe in this section the general terms of the trust preferred securities that the trust may offer by this prospectus. We will describe in a prospectus supplement (i) the specific terms of the trust preferred securities and (ii) any general terms described in this section that will not apply to those trust preferred securities.

      The trust preferred securities will be issued under a trust agreement that will be amended and restated in its entirety before the trust issues trust preferred securities. The trust agreement will be qualified as an indenture under the Trust Indenture Act. Forms of an amended and restated trust agreement and trust preferred security certificate have been filed as an exhibit to the registration statement. We have summarized particular provisions of the trust agreement. Our discussion of the trust agreement is not complete; you should read the form of trust agreement and the form of trust preferred security certificate for a more complete understanding of the provisions we describe.

      The trust agreement of the trust authorizes the administrative trustees to issue on behalf of the trust one series of trust preferred securities and one series of common securities containing the terms described in a prospectus supplement. The proceeds from the sale of the trust preferred securities and common securities will be used by the trust to purchase a series of our junior subordinated notes, issued under our subordinated indenture. The terms of the trust preferred securities will substantially mirror the terms of the junior subordinated notes. The junior subordinated notes will be held in trust by Bank One Trust Company, N.A., as property trustee, for your benefit and for the benefit of the holder of the common securities.

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      We will describe the specific terms relating to the trust preferred securities in the applicable prospectus supplement, including:

	•	the name of the trust preferred securities;
	•	the dollar amount and number of trust preferred securities issued;
	•	the annual distribution rate(s) (or method of determining such rate(s)), the payment date(s), the right, if any, of the trust to defer or extend a payment date and the record dates used to determine the holders who are to receive distributions;
	•	whether distributions on trust preferred securities will be cumulative, and if so, the date from which distributions will be cumulative;
	•	the obligation or the option of the trust to purchase or redeem trust preferred securities, if any, including the prices, time periods and other terms and conditions for which the trust preferred securities shall be purchased or redeemed;
	•	the terms and conditions, if any, upon which the junior subordinated notes may be distributed to you by the trust;
	•	whether the trust preferred securities will be convertible or exchangeable into common stock or other securities, and if so, the terms and conditions upon which the conversion or exchange will be effected;
	•	the voting rights, if any, of the trust preferred securities in addition to those required by law;
	•	the amount which will be paid out of the assets of the trust after the satisfaction of liabilities to creditors of the trust, if any, to the holders of trust preferred securities upon voluntary or involuntary dissolution of the trust;
	•	any securities exchange on which the trust preferred securities may be listed;
	•	whether the trust preferred securities are to be issued in book-entry form and represented by one or more global certificates, and if so, the depositary for the global certificates and the specific terms of the depositary arrangements; and
	•	any other relevant rights, preferences, privileges, limitations or restrictions of the trust preferred securities.

      The prospectus supplement will also describe certain United States federal income tax considerations applicable to the offering of trust preferred securities.

      We will guarantee all trust preferred securities offered hereby to the extent set forth below under “Description of Guarantee.”

      In connection with the issuance of trust preferred securities, the trust will issue one series of common securities having terms substantially identical to the terms of the trust preferred securities issued by the trust. The common securities will rank equal with, and payments will be made thereon pro rata, with the trust preferred securities except that, upon an event of default under the trust agreement, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the trust preferred securities. Except in certain limited circumstances, the common securities will carry the right to vote to appoint, remove or replace any of the trustees of the trust. Directly or indirectly, we will own all of the common securities of the trust.

DESCRIPTION OF GUARANTEE

General

      We will execute a guarantee, for your benefit at the same time that the trust issues the trust preferred securities. Bank One Trust Company, N.A., as the guarantee trustee, will hold the guarantee for your benefit.

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      The guarantee will be qualified as an indenture under the Trust Indenture Act. The form of guarantee has been filed as an exhibit to the registration statement.

      This section summarizes the material terms and provisions of the guarantee. Because this is only a summary, it does not contain all of the details found in the full text of the guarantee. For additional information, read the form of guarantee. Capitalized terms used but not defined under “Description of Guarantee” have the meanings given to them in the guarantee.

      We will irrevocably agree to pay to you in full the Guarantee Payments (as defined below) as and when due, regardless of any defense, right of set-off or counterclaim which the trust may have or assert other than the defense of payment. The following payments will be subject to the guarantee, only to the extent that (1) they are not paid by the trust and (2) the trust has funds available to make the payments (“Guarantee Payments”):

	•	any accrued and unpaid distributions required to be paid on the trust preferred securities;
	•	the redemption price and all accrued and unpaid distributions to the date of redemption with respect to trust preferred securities called for redemption; or
	•	upon a voluntary or involuntary dissolution, winding up or liquidation of the trust (other than in connection with a distribution of corresponding junior subordinated notes to you or the redemption of all the related trust preferred securities), the lesser of:

	(a) the aggregate of the liquidation amount specified in the prospectus supplement for each trust preferred security plus all accrued and unpaid distributions on the trust preferred securities to the date of payment; and
	(b) the amount of assets of the trust remaining available for distribution to you.

Status of Guarantee

      The guarantee will constitute our unsecured obligation and will rank:

	•	equally with our most senior preferred stock issued after the date of this prospectus and with any guarantee entered into by us in respect of any preferred stock of any of our affiliates;
	•	subordinate and junior in right of payment to all of our other liabilities; and
	•	senior to our common stock.

      The guarantee will constitute a guarantee of payment and not of collection. Accordingly, you may sue us or pursue other remedies to enforce your rights under the guarantee, without first suing any other person or entity.

Amendments and Assignment

      Except with respect to any changes which do not adversely affect your rights in any material respect (in which case your consent will not be required), the guarantee may only be amended with the prior approval of the holders of at least a majority in aggregate liquidation amount of the outstanding trust preferred securities.

Events of Default

      An event of default under the guarantee occurs if we fail to make any of our required payments or perform our obligations under the guarantee.

      The holders of at least a majority in aggregate liquidation amount of the trust preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee relating to the guarantee or to direct the exercise of any trust or power given to the guarantee trustee under the guarantee.

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      You may institute a legal proceeding directly against us to enforce your rights under the guarantee without first instituting a legal proceeding against the trust, the guarantee trustee or any other person or entity.

      We, as guarantor, will be required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the guarantee.

Information Concerning the Guarantee Trustee

      The guarantee trustee, other than during the occurrence and continuance of an event of default in the performance of the guarantee, will only perform the duties that are specifically described in the guarantee. After an event of default with respect to the guarantee, the guarantee trustee will exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of its powers as described in the guarantee at your request unless it is offered reasonable indemnity against the costs, expenses and liabilities that it might incur.

Termination of the Guarantee

      The guarantee will terminate once the trust preferred securities are paid in full or upon distribution of the corresponding series of junior subordinated notes to you. The guarantee will continue to be effective or will be reinstated if at any time you are required to restore payment of any sums paid under the trust preferred securities or the guarantee.

Governing Law

      The guarantee will be governed by and construed in accordance with the laws of the State of New York.

BOOK-ENTRY ISSUANCE

      The Depository Trust Company, New York, New York (“DTC”), will act as securities depositary for the trust preferred securities, warrants, senior notes, the subordinated notes and the junior subordinated notes, unless otherwise referred to in the prospectus supplement relating to an offering of these securities. These securities will be issued only as fully-registered securities registered in the name of Cede & Co. (DTC’s nominee). One or more fully-registered global certificates may be issued for the securities, representing in the aggregate the total number or aggregate principal balance of securities, as applicable, respectively, and will be deposited with DTC.

      DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct Participants” include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with Direct Participants, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Participants are on file with the SEC.

      Purchases of securities within the DTC system must be made by or through Direct Participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each actual purchaser of a security within the DTC system (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchases,

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      DTC has no knowledge of the actual Beneficial Owners of securities within the DTC system; DTC’s records reflect only the identity of the Direct Participants to whose accounts the securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

      Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners and the voting rights of Direct Participants, Indirect Participants and Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

      Redemption notices will be sent to Cede & Co. as the registered holder of securities within the DTC system. If less than all of the applicable securities are being redeemed, DTC’s current practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed.

      Distribution payments on the securities will be made by the relevant trustee to DTC. DTC’s practice is to credit Direct Participants’ accounts on the relevant payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payments on the payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of such Participant and not of DTC, the relevant trustee, the trust or Visteon, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant trustee, disbursement of the payments to Direct Participants is the responsibility of DTC, and disbursements of the payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

      DTC may discontinue providing its services as securities depositary at any time by giving reasonable notice to the relevant trustee and Visteon. In the event that a successor securities depositary is not obtained, definitive certificates representing the affected securities are required to be printed and delivered. Visteon, at its option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depositary).

      The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Visteon believes to be accurate, but Visteon assumes no responsibility for the accuracy thereof. Visteon has no responsibility for the performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

PLAN OF DISTRIBUTION

Initial Offering and Sale of Securities

      Visteon may sell its notes, common stock, preferred stock, depositary shares, warrants, stock purchase contracts or stock purchase units, and the trust may sell trust preferred securities, periodically as follows:

	•	through agents;
	•	to dealers or underwriters for resale;
	•	directly to purchasers; or
	•	through a combination of any of these methods of sale.

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      In addition, Visteon may issue its securities as a dividend or distribution or in a subscription rights offering to its existing security holders. In some cases, Visteon or the trust, or dealers acting with or on behalf of Visteon or the trust, may also purchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of these securities through any of these methods or other methods described in the applicable prospectus supplement.

      The securities distributed by any of these methods may be sold to the public, in one or more transactions, either:

	•	at a fixed price or prices, which may be changed;
	•	at market prices prevailing at the time of sale;
	•	at prices related to prevailing market prices; or
	•	at negotiated prices.

      Visteon or the trust may solicit offers to purchase securities directly from the public from time to time. As one means of direct issuance of securities, Visteon or the trust may utilize the services of any available electronic auction system to conduct an electronic “dutch auction” of the offered securities among potential purchasers who are eligible to participate in the auction of those offered securities if so disclosed in the prospectus supplement.

      Visteon or the trust may also designate agents from time to time to solicit offers to purchase securities from the public. The prospectus supplement relating to any particular offering of securities will name any agents designated to solicit offers and will include information about any commissions that Visteon or the trust may pay the agents, in that offering. Agents may be deemed to be “underwriters” as that term is defined in the Securities Act of 1933, as amended.

      From time to time, Visteon or the trust may sell securities to one or more dealers acting as principals. The dealers, who may be deemed to be “underwriters” as that term is defined in the Securities Act, may then resell those securities to the public.

      Visteon or the trust may sell securities from time to time to one or more underwriters, who would purchase the securities as principal for resale to the public, either on a firm-commitment or best-efforts basis. If Visteon or the trust sells securities to underwriters, then it may execute an underwriting agreement with them at the time of sale and will name them in the applicable prospectus supplement. In connection with those sales, underwriters may be deemed to have received compensation from Visteon or the trust in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agents. Underwriters may resell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from purchasers for whom they may act as agents. The applicable prospectus supplement will include any required information about underwriting compensation that Visteon or the trust may pay to underwriters, and any discounts, concessions or commissions that underwriters may allow to participating dealers, in connection with an offering of securities.

      If Visteon offers securities in a subscription rights offering to its existing security holders, then it may enter into a standby underwriting agreement with dealers acting as standby underwriters. Visteon may pay the standby underwriters a commitment fee for the securities that they commit to purchase on a standby basis. If Visteon does not enter into a standby underwriting arrangement, then it may retain a dealer-manager to manage a subscription rights offering for it.

      Visteon or the trust may authorize underwriters, dealers and agents to solicit from third parties offers to purchase securities under contracts providing for payment and delivery on future dates. The applicable prospectus supplement will describe the material terms of these contracts, including any conditions to the purchasers’ obligations, and will include any required information about commissions that Visteon or the trust may pay for soliciting the contracts.

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      Underwriters, dealers, agents and other persons may be entitled, under agreements that they may enter into with Visteon or the trust, to indemnification by Visteon or the trust against certain liabilities, including liabilities under the Securities Act.

      In connection with an offering of securities, the underwriters may purchase and sell the offered securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater amount of the offered securities than they are required to purchase in the offering from Visteon or the trust, as the case may be. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional offered securities in the offering from Visteon or the trust. The underwriters may close out any covered short position by either exercising their option to purchase additional securities or by purchasing securities in the open market. In determining the source of securities to close out the covered short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the overallotment option. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of securities made by the underwriters in the open market prior to the completion of the offering.

      The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

      Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of Visteon’s securities and, together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. These activities, if commenced, may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

      The underwriters, dealers and agents, as well as their associates, may be customers of or lenders to, and may engage in transactions with and perform services for, Visteon and its subsidiaries, including the trust, in the ordinary course of business.

      Underwriters are required to conduct any offering of trust preferred securities in accordance with Conduct Rule 2810 of the National Association of Securities Dealers, Inc.

Matters Relating to Initial Offering and Market-Making Resales

      Each series of securities will be a new issue, and there will be no established trading market for any security prior to its original issue date. Visteon or the trust may not list any particular series of securities on a securities exchange or quotation system. Any underwriter may make a market in the securities. No underwriter that makes a market is obligated to do so, however, and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for any of the securities.

      Unless otherwise indicated in the applicable prospectus supplement or confirmation of sale, the purchase price of the securities will be required to be paid in immediately available funds in New York City.

      In this prospectus, “offering” means the initial offering of securities made in connection with their original issuance and excludes any subsequent resales of securities in market-making transactions.

EXPERTS

      Our consolidated balance sheet as of December 31, 2001 and 2000 and our related consolidated statements of income, equity and cash flows for each of the three years in the period ended December 31,

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LEGAL OPINIONS

      Foley & Lardner, Detroit, Michigan, will issue an opinion letter concerning the legality of the securities that Visteon is offering in this prospectus. Richards, Layton and Finger, P.A., Wilmington, Delaware, will issue an opinion letter concerning the legality of the securities that the trust is offering in this prospectus. 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.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.     Other Expenses of Issuance and Distribution

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

SEC registration fee			$	73,600
Printing fees and expenses				20,000
Legal fees and expenses				150,000
Accountants’ fees and expenses				40,000
Trustee’s fees and expenses				15,000
Miscellaneous expenses				21,400
	Total		$	320,000

Item 15.     Indemnification of Directors and Officers

General Corporation Law

      Visteon Corporation is incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware, as amended (“Section 145”), provides, among other things, 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 him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

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Certificate of Incorporation and By-Laws

      Visteon Corporation’s certificate of incorporation and by-laws 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

	1.1			Form of Underwriting Agreement with respect to Notes
	1.2			Form of Underwriting Agreement with respect to Trust Preferred Securities
	1.3*			Form of Underwriting Agreement with respect to other securities
	4.1			Form of Amended and Restated Indenture between Visteon Corporation and Bank One Trust Company, N.A., as trustee
	4.2			Form of Subordinated Indenture between Visteon Corporation and Bank One Trust Company, N.A., as trustee
	4.3			Certificate of Trust of Visteon Capital Trust I
	4.4			Trust Agreement with respect to Visteon Capital Trust I
	4.5			Form of Amended and Restated Trust Agreement of Visteon Capital Trust I
	4.6			Form of Guarantee
	4.7*			Form of Warrant Agreement
	4.8			Form of Senior Note (included in Exhibit 4.1)
	4.9			Form of Subordinated Note (included in Exhibit 4.2)
	4.10			Form of Junior Subordinated Note (included in Exhibit 4.2)
	4.11			Form of Trust Preferred Security Certificate (included in Exhibit 4.5)
	4.12*			Form of Warrant
	4.13*			Form of Deposit Agreement
	4.14*			Form of Depositary Share Certificate
	4.15*			Form of Preferred Stock Certificate of Designations
	4.16			Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Exhibit 3.1 to Visteon Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed July 24, 2000) (SEC File No. 001-15827)
	4.17			Amended and Restated By-Laws of Visteon Corporation (incorporated by reference to Exhibit 3.2 to Visteon Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001, filed November 14, 2001) (SEC File No. 001-15827)
	5.1			Opinion letter of Foley & Lardner as to the legality of the securities to be issued by Visteon Corporation
	5.2			Opinion letter of Richards, Layton & Finger, P.A. as to the legality of the securities to be issued by Visteon Capital Trust I
	12.1			Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Visteon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File No. 001-15827))
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of Foley & Lardner (included in Exhibit 5.1)
	23.3			Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
	24			Powers of Attorney (on signature page of this registration statement)

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	25.1			Statement of Eligibility on Form T-1 of Bank One Trust Company, N.A., as trustee under the Amended and Restated Indenture, Subordinated Indenture and Guarantee
	25.2			Statement of Eligibility on Form T-1 of Bank One Trust Company, N.A., as trustee under the Amended and Restated Trust Agreement

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*	This document will be filed as an exhibit to an amendment to this registration statement, or to a current report on Form 8-K incorporated by reference into this registration statement, in connection with an offering of the securities.

Item 17.     Undertakings

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

	(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement;

	(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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; and
	(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (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

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      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 April 2, 2002.

	VISTEON CORPORATION

	BY:	/s/ STACY L. FOX

	STACY L. FOX
	Senior Vice President,
	General Counsel and Secretary

      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 or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her 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 or she 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 or her 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 April 2, 2002 by the following persons in the capacities indicated.

Signature		Title
/s/ PETER J. PESTILLO Peter J. Pestillo		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ DANIEL R. COULSON Daniel R. Coulson		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ PHILIP G. PFEFFERLE Philip G. Pfefferle		Vice President and Controller (Principal Accounting Officer)
/s/ WILLIAM H. GRAY, III William H. Gray, III		Director
/s/ STEVEN K. HAMP Steven K. Hamp		Director

II-5

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Table of Contents

Signature		Title
/s/ KATHLEEN J. HEMPEL Kathleen J. Hempel		Director
/s/ ROBERT H. JENKINS Robert H. Jenkins		Director
/s/ CHARLES L. SCHAFFER Charles L. Schaffer		Director
/s/ ROBERT M. TEETER Robert M. Teeter		Director

II-6

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Table of Contents

      Pursuant to the requirements of the Securities Act of 1933, the Visteon Capital Trust I 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 April 2, 2002.

	VISTEON CAPITAL TRUST I
	By: VISTEON CORPORATION, AS SPONSOR

	BY:	/s/ STACY L. FOX

	STACY L. FOX
	Senior Vice President,
	General Counsel and Secretary

II-7

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Table of Contents

EXHIBIT INDEX

	1.1			Form of Underwriting Agreement with respect to Notes
	1.2			Form of Underwriting Agreement with respect to Trust Preferred Securities
	1.3*			Form of Underwriting Agreement with respect to other securities
	4.1			Form of Amended and Restated Indenture between Visteon Corporation and Bank One Trust Company, N.A., as trustee
	4.2			Form of Subordinated Indenture between Visteon Corporation and Bank One Trust Company, N.A., as trustee
	4.3			Certificate of Trust of Visteon Capital Trust I
	4.4			Trust Agreement with respect to Visteon Capital Trust I
	4.5			Form of Amended and Restated Trust Agreement of Visteon Capital Trust I
	4.6			Form of Guarantee
	4.7*			Form of Warrant Agreement
	4.8			Form of Senior Note (included in Exhibit 4.1)
	4.9			Form of Subordinated Note (included in Exhibit 4.2)
	4.10			Form of Junior Subordinated Note (included in Exhibit 4.2)
	4.11			Form of Trust Preferred Security Certificate (included in Exhibit 4.5)
	4.12*			Form of Warrant
	4.13*			Form of Deposit Agreement
	4.14*			Form of Depositary Share Certificate
	4.15*			Form of Preferred Stock Certificate of Designations
	4.16			Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Exhibit 3.1 to Visteon Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000, filed July 24, 2000 (SEC File No. 001-15827)
	4.17			Amended and Restated By-Laws of Visteon Corporation (incorporated by reference to Exhibit 3.2 to Visteon Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001, filed November 14, 2001 (SEC File No. 001-15827)
	5.1			Opinion letter of Foley & Lardner as to the legality of the securities to be issued by Visteon Corporation
	5.2			Opinion letter of Richards, Layton & Finger, P.A. as to the legality of the securities to be issued by Visteon Capital Trust I
	12.1			Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Visteon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File No. 001-15827))
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of Foley & Lardner (included in Exhibit 5.1)
	23.3			Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
	24			Powers of Attorney (on signature page of this registration statement)
	25.1			Statement of Eligibility on Form T-1 of Bank One Trust Company, N.A., as trustee under the Amended and Restated Indenture, Subordinated Indenture and Guarantee
	25.2			Statement of Eligibility on Form T-1 of Bank One Trust Company, N.A., as trustee under the Amended and Restated Trust Agreement

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*	This document will be filed as an exhibit to an amendment to this registration statement, or to a current report on Form 8-K incorporated by reference into this registration statement, in connection with an offering of the securities.

                                                                     EXHIBIT 1.1

                               VISTEON CORPORATION

                                 DEBT SECURITIES

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

                             UNDERWRITING AGREEMENT

                                                           ______________, 200__


[LEAD UNDERWRITER TO BE INSERTED]

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 Securities may be convertible into
shares of common stock, par value $0.01 per share, of the Company (the
"Conversion Shares") to the extent set forth in the applicable Pricing
Agreement.

         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 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 2
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. 333-
______) (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, 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, and any documents incorporated by reference, no document with respect to
the Initial Registration Statement 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, 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




                                       2


deemed to refer to and include any annual report of the Company filed pursuant
to Section 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 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) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been 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 State of
Delaware, with power and authority



                                       3


(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 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 Conversion Shares, if any, have been duly authorized
by the Company and at the Time of Delivery will be validly reserved for issuance
by the Company upon conversion of the applicable Designated Securities by all
necessary corporate action of the Company, and the Conversion Shares, when duly
issued by the Company, will be validly issued, fully paid and non-assessable; no
holder thereof will be subject to personal liability solely by reason of being
such a holder; and the issuance of the Conversion Shares will not be subject to
preemptive or similar rights;

                  (i) 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;

                  (j) Neither the Company nor any of its subsidiaries is in
violation of its charter or bylaws or in default in the performance or
observance of 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




                                       4


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) To the best of the knowledge of the Company,
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.

         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




                                       5


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; and
provided further that the expense of maintaining any such qualification more
than one year from the date of the Pricing Agreement with respect to such
Securities shall be at the expense of the Underwriters;

                  (c) To use best efforts to deliver as early as is reasonably
practicable on the New York Business Day next succeeding the date of the Pricing
Agreement for the Designated Securities and from time to time, to furnish the
Underwriters in New York City with copies of the Prospectus 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 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 Designated
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 earning 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);



                                       6


                  (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 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) 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 reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iii) any fees charged by securities rating services for rating the Securities;
(iv) 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; (v) the cost of preparing the Securities; (vi) 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
(vii) 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 in all material respects, 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




                                       7


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 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, dated the Time of Delivery for
such Designated Securities, with respect to the matters covered in paragraphs
(i), (iii), (iv), (v), (viii), (x) and (xi) 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) Foley & Lardner, or other counsel to the Company
satisfactory to the Representatives, shall have furnished to the Representatives
their written opinion, dated the Time of Delivery for such Designated
Securities, in form 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 State
         of Delaware, with corporate power and authority to own its properties
         and conduct its business as described in the Prospectus as amended or
         supplemented;

                  (ii) To the best of such counsel's knowledge and other than as
         set forth in the Prospectus as amended or supplemented, 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 that, if determined adversely
         to the Company or any of its subsidiaries, in the opinion of such
         counsel would individually or in the aggregate have a material adverse
         effect on the consolidated financial position, shareholders' equity or
         results of operations of the Company and its subsidiaries considered as
         one enterprise; and, to the best of such counsel's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

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

                  (iv) 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 in all material respects to the descriptions thereof
         in the Prospectus as amended or supplemented;



                                       8


                  (v) The Indenture has been duly authorized, executed and
         delivered by the Company and constitutes a valid and legally binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, and the Indenture has been duly qualified
         under the Trust Indenture Act;

                  (vi) 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 (in each case material
         to the Company and its subsidiaries considered as an enterprise) 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 charter or bylaws 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;

                  (vii) 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 or foreign securities
         laws in connection with the purchase and distribution of the Designated
         Securities by the Underwriters;

                  (viii) The statements set forth in the Prospectus as amended
         or supplemented under the caption "Description of Notes" insofar as
         they purport to constitute a summary of the terms of the Designated
         Securities, under the caption "Federal Income Tax Considerations" and
         under the captions "Plan of Distribution" and "Underwriting," insofar
         as they relate to legal matters or purport to describe the provisions
         of the documents referred to therein, are accurate descriptions in all
         material respects of such terms and such matters and fairly present the
         information required or purported to be set forth therein;

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

                  (x) The documents incorporated by reference in the Prospectus
         as amended or supplemented (other than the financial statements and
         other financial and accounting information included therein or omitted
         therefrom, as to which such counsel need express no opinion), when they
         were filed with the Commission, 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 were so filed, as the case may be,




                                       9


         included 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

                  (xi) 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 other financial
         information included therein or omitted therefrom, 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 of the Commission thereunder;

Such opinion shall also state that, while such counsel has not verified, is not
passing upon and assumes no responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus or documents incorporated therein by reference (except to the extent
expressly provided in paragraph (viii) above), such counsel has generally
reviewed and discussed such statements with certain officers and representatives
of the Company and with the Company's independent accountants, and with the
Underwriters and their counsel, and in the course of such review and discussions
no facts came to the attention of such counsel that lead such counsel to believe
(A) that, as of its effective date, the Registration Statement or any further
amendment thereto made by the Company prior to the Time of Delivery or any
document incorporated therein by reference at such time (other than financial
statements and other financial and accounting information included therein or
omitted therefrom, as to which such counsel need express no assurance) 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 or (B) that, as of the date thereof or at the Time of Delivery, the
Prospectus as amended or supplemented or any further amendment or supplement
thereto made by the Company prior to the Time of Delivery or any document
incorporated therein by reference at such time (other than the financial
statements and other financial and accounting information included therein or
omitted therefrom, as to which such counsel need express no assurance) included
or includes an untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. Such opinion
may be made subject to the qualification that the enforceability of the terms of
the Indenture and the Designated Securities may be limited by 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, and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

Such counsel may also state that certain provisions of the Indenture and the
Designated Securities may not be enforceable in whole or in part, but that the
inclusion of such provisions does not affect the validity of either of the
Indenture or the Designated Securities taken together and each of the Indenture
and the Designated 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. Such counsel may rely upon
certificates of public officials and officers of the Company and may limit such
opinion to matters governed by the




                                       10


internal laws of the State of Michigan, applicable federal laws and the General
Corporation Law of the State of Delaware;

                  (d) On the date of this Agreement, at the time of 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, a letter dated the date of such Pricing Agreement, 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;

                  (e) 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, 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, 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;



                                       11


                  (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 the Pricing Agreement; and

                  (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; and provided
further that the Company shall not be liable to any Underwriter of Designated
Securities or any person controlling such Underwriter under the indemnity
agreement in this subsection (a) with respect to any such documents to the
extent that any such loss, claim, damage or liability of such Underwriter or
controlling person results from the fact that such Underwriter sold such
Designated Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents incorporated
by reference), whichever is most recent, if the Company has previously furnished
copies thereof to such Underwriter.

                  (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




                                       12

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 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, 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. In any such action, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party shall
have agreed in writing to pay such fees and expenses, (ii) the indemnifying
party shall have failed to assume the defense of such proceeding and employ
counsel reasonably satisfactory to the indemnified person in such proceeding or
(iii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and the
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by the
Representatives in the case of parties indemnified pursuant to subsection (a)
and by the Company in the case of parties indemnified pursuant to subsection
(b). The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. 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



                                       13


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 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, including, with respect to any such Underwriter, the extent to which
such losses, claims, damages or liabilities (or actions in respect thereof)
result from the fact that such Underwriter sold such Designated Securities to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or supplemented (excluding documents incorporated by reference),
whichever is most recent, if the Company has previously furnished copies thereof
to such Underwriter. 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




                                       14


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 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.



                                       15


                  (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, 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: General Counsel; 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




                                       16


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 each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.

         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.

         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:

[INSERT LEAD UNDERWRITER]

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





                                       17




                                                                         ANNEX I

                                PRICING AGREEMENT


[INSERT REPRESENTATIVE]

                                                              ___________, 200__

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 _________, 200__ (the "Underwriting Agreement"), between the
Company on the one hand and _______________ 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.

         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:

[INSERT UNDERWRITING GROUP]


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




                                       2



                                   SCHEDULE I



                                                               PRINCIPAL AMOUNT
                                                                 OF DESIGNATED
                                                               SECURITIES TO BE
UNDERWRITER                                                        PURCHASES
- -----------                                                        ---------
                                                     
[UNDERWRITING GROUP TO BE INSERTED]                     $









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

             Total ................................... $
                                                        ========================







                                                           SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

         [   %] [Floating Rate] [Zero Coupon] [Subordinated] [Convertible]
         [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]

         [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]

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

         Federal (same day) funds

TIME OF DELIVERY:

         ________ a.m.(New York City time),____________, 200_

INDENTURE:

         [Amended and Restated Indenture dated ___________, 2002 between the
         Company and Bank One Trust Company, N.A., as Trustee]

         [Subordinated Indenture dated __________, 2002 between the Company and
         Bank One Trust Company, N.A., as trustee]




MATURITY:

INTEREST RATE:

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

INTEREST PAYMENT DATES:

         [months and dates, commencing ____________, 200_]

         [Any provisions for deferral of interest payments]

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]

         [Restriction on refunding]

CONVERSION PROVISIONS:

         [No provisions for conversion]


                                       2



         [The Designated Securities are convertible into _____________ at the
         option of the holders at any time [after] [before] _____________ at the
         initial conversion price of $___________ per share, subject to the
         following adjustments ________________]

         [Other possible conversion terms]

SUBORDINATION:

         [No subordination provisions]

         [The subordination provisions set forth in the indenture apply]

         [Additional or different subordination provisions from those set forth
         in the indenture]

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 the Designated Securities are extendable debt securities, insert--

EXTENDABLE PROVISIONS:

         The 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 the
         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



                                       3



         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].]

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]:



                                       4



                                                                        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 published rules and regulations thereunder, and
         the statement in each Registration Statement in answer to Item 10 of
         Form S-3 is accurate insofar as it relates to them;

                  (ii) In their opinion, the audited consolidated financial
         statements of the Company and its subsidiaries included or incorporated
         by reference in the Company's Annual Report on Form 10-K most recently
         filed with the Commission and covered by their report included therein
         (the "audited financials") comply as to form in all material respects
         with the applicable accounting requirements of the Act or the Exchange
         Act, as applicable, and the published rules and regulations under the
         Act or the Exchange Act, as applicable;

                  (iii) On the basis of limited procedures, not constituting an
         audit, which have been carried out through a specified date not more
         than two business days prior to the date of each such letter,*
         including (1) performing the procedures specified by the American
         Institute of Certified Public Accountants for are view of interim
         financial information as described in Statements on Auditing Standards
         No. 71, "Interim Financial Information," on the unaudited consolidated
         financial statements of the Company and its subsidiaries included in
         the Company's Quarterly Reports on Form 10-Q filed with the Commission
         from the beginning of the Company's fiscal year through the date of
         such letter (the "quarterly financials"), (2) a reading of the minutes
         of the meetings of the Board of Directors, and stockholders of the
         Company since the date of the audited financials, (3) inquiries of
         certain officials of the Company responsible for financial and
         accounting matters as to transactions and events subsequent to the date
         of the audited financials, and (4) such other procedures and inquiries
         as may be described in each such letter, nothing has come to their
         attention which has caused them to believe that:

                           (A) Any material modifications should be made to the
                  quarterly financials for them to be in conformity with
                  generally accepted accounting principles; or

                           (B) The quarterly financials do not comply as to form
                  in all material respects with the applicable accounting
                  requirements of the Exchange Act and the related published
                  rules and regulations; or

                           (C) As of the last day of the month immediately
                  preceding the date of such letter, unless such day is less
                  than five business days prior to the date of such letter, in
                  which case as of the last day of the second month immediately
                  preceding the date of such letter (or such other date as shall
                  be mutually agreed upon by the Company and the
                  Representative), there was any change with respect to the
                  Company and its subsidiaries in the capital stock other than
                  changes resulting





                  from acquisitions or issuances of shares relating to employee
                  benefit plans or any net change in aggregate debt as of the
                  date of its most recent quarterly financial statements, as
                  compared in each case with the corresponding amounts of
                  outstanding debt in the balance sheets of the Company and each
                  of such subsidiaries as of the date of their most recent
                  quarterly financial statements, except, in all instances, for
                  changes which the most recent report filed by the Company or
                  any such subsidiary with the Commission containing financial
                  statements disclosed have occurred or may occur or which are
                  described in such letter; and

                  (iv) They have performed certain specified procedures,
         including comparisons with certain specified accounting records of the
         Company and its subsidiaries, with respect to certain items of
         information included in each Registration Statement, in the reports
         filed with the Commission from the beginning of the Company's fiscal
         year through the date of such letter* and, in the case of each letter
         to be delivered pursuant to Section 7(d) of the Underwriting Agreement,
         in the Prospectus as amended or supplemented through the date of such
         letter, and have found such items to be in agreement with such records.

                  (v) Based on reading of any unaudited pro forma consolidated
         condensed financial statements included in or incorporated by reference
         in the Prospectus and inquiry of officials who have responsibility for
         financial and accounting matters about the basis for the determination
         of pro forma adjustments, nothing has come to their attention that the
         unaudited pro forma condensed consolidated financial statements 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.

* In the case of letters delivered pursuant to Section 7(d) of the Underwriting
Agreement, such procedures will be carried out through a specified date not more
than two business days prior to the effective date of the Registration Statement
or not more than two business days prior to the most recent report filed with
the Commission containing financial statements, if the date of such report is
later than such effective date.



                                       2

                                                                     EXHIBIT 1.2

                               VISTEON CORPORATION

                             VISTEON CAPITAL TRUST I

                           TRUST PREFERRED SECURITIES


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

                             UNDERWRITING AGREEMENT

                                                           ______________, 200__


[LEAD UNDERWRITER TO BE INSERTED]

Ladies and Gentlemen:

         Visteon Capital Trust I (the "Trust"), a statutory business trust
formed under the Business Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. section 3801 et
seq.), proposes, subject to the terms and conditions stated herein, to issue and
sell to the firms named in Schedule I hereto (such firms constituting the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), an aggregate of _________ ___% Cumulative [Convertible]
Trust Preferred Securities of the Trust (the "Underwritten Securities") and, for
the sole purpose of covering over-allotments in connection with the sale of the
Underwritten Securities, at the option of the Underwriters, up to an additional
_________ ___% Cumulative [Convertible] Trust Preferred Securities of the Trust
(the "Option Securities"). The Underwritten Securities and the Option Securities
are herein referred to as the "Preferred Securities". [The Preferred Securities
will be convertible at the option of the holder thereof into shares of common
stock, par value $0.01 per share (the "Common Stock"), of Visteon Corporation, a
Delaware corporation (the "Company").]

         The Preferred Securities will be guaranteed by the Company with respect
to distributions and amounts payable upon liquidation or redemption (the
"Guarantee"), to the extent described in the Prospectus (as defined below),
pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as
of the First Time of Delivery (as defined below) executed and delivered by the
Company and Bank One Trust Company, N.A., as Guarantee Trustee (the "Guarantee
Trustee") for the benefit of the holders from time to time of the Preferred
Securities. The entire proceeds from the sale of the Preferred Securities will
be combined with the entire proceeds from the sale by the Trust to the Company
of its common securities (the "Common Securities") and will be used by the Trust
to purchase $___ in aggregate principal amount of ___% Junior Subordinated
[Convertible] Debentures due ______ (the "Debentures") issued by the Company.
The Preferred Securities and the Common Securities will be issued pursuant to
the amended and restated trust agreement of the Trust, to be dated as of _____
(the "Trust







Agreement"), among the Company, as Depositor, the trustees named therein (the
"Trustees") and the holders from time to time of undivided beneficial interests
in the assets of the Trust. The Debentures will be issued pursuant to a
Subordinated Indenture to be dated as of ______ (the "Indenture") between the
Company and Bank One Trust Company, N.A., as Indenture Trustee (the "Indenture
Trustee"). [THE SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF THE
DEBENTURES, AS DESCRIBED IN THE PROSPECTUS, ARE REFERRED TO HEREIN AS THE
"CONVERSION SHARES".] The Preferred Securities, the Guarantee, the Debentures
[AND THE CONVERSION SHARES] are collectively referred to herein as the
"Securities". Capitalized terms used herein without definition have the
respective meanings specified in the Prospectus.

         1. Each of the Trust and the Company represents and warrants to, and
agrees with, each of the Underwriters that:

            (a) registration statement on Form S-3 (File No. 333- ______) (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, 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, and any documents incorporated by reference, no document with respect to
the Initial Registration Statement 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, 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



                                       2



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

         (d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been 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 State of Delaware, with power
and authority

                                       3



(corporate and other) to own its properties and conduct its business as
described in the Prospectus;

         (f) The Trust has been duly formed and is validly existing in good
standing as a business trust under the Delaware Act, is and will be treated as a
"grantor trust" for federal income tax purposes under existing law, has the
business trust power and authority to conduct its business as presently
conducted and as described in the Prospectus, and is not required to be
authorized to do business in any other jurisdiction;

         (g) 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;

         (h) The Debentures have been duly authorized, and, assuming due
authorization, execution and delivery of the Indenture by the Indenture Trustee,
when executed and authenticated in accordance with the provisions of the
Indenture and delivered to the Trust against payment therefor as described in
the Prospectus, 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 Debentures, 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 Debentures will conform, to the descriptions thereof contained in the
Prospectus as amended or supplemented;

         (i) The Preferred Securities and the Common Securities have been duly
authorized, and, assuming due authorization, execution and delivery of the Trust
Agreement by the Trustees, when executed and authenticated in accordance with
the provisions of the Trust Agreement and delivered against payment therefor as
described in the Prospectus, will be duly and validly issued and (subject to the
terms of the Trust Agreement) fully paid and non-assessable undivided beneficial
interests in the assets of the Trust, not subject to any preemptive or similar
rights; holders of Preferred Securities and Common Securities will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware and at the First Time of Delivery, all of the issued and outstanding
Common Securities of the Trust will be directly owned by the Company free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; the Trust Agreement has been duly authorized and duly qualified under
the Trust Indenture Act; and, at the Time of Delivery for such Preferred
Securities and Common Securities, the Trust Agreement 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 Trust Agreement conforms, and the Preferred
Securities and the Common Securities will conform, to the descriptions thereof
contained in the Prospectus as amended or supplemented;


                                       4


         (j) The Guarantee Agreement has been duly authorized and duly qualified
under the Trust Indenture Act and, as of the First Time of Delivery, will have
been duly executed and delivered by the Company. As of the First Time of
Delivery, assuming due authorization, execution and delivery of the Guarantee
Agreement by the Guarantee Trustee and upon execution and delivery by the
Company, 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
Guarantee Agreement conforms to the descriptions thereof contained in the
Prospectus as amended or supplemented;

         (k) [THE CONVERSION SHARES HAVE BEEN DULY AUTHORIZED BY THE COMPANY AND
VALIDLY RESERVED FOR ISSUANCE BY THE COMPANY UPON CONVERSION OF THE DEBENTURES
BY ALL NECESSARY CORPORATE ACTION OF THE COMPANY, AND THE CONVERSION SHARES,
WHEN DULY ISSUED BY THE COMPANY, WILL BE VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE; NO HOLDER THEREOF WILL BE SUBJECT TO PERSONAL LIABILITY SOLELY
BY REASON OF BEING SUCH A HOLDER; AND THE ISSUANCE OF THE CONVERSION SHARES WILL
NOT BE SUBJECT TO PREEMPTIVE OR SIMILAR RIGHTS;]

         (l) 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 or the Trust of the transactions contemplated by this Agreement, 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;

         (m) Neither the Company nor any of its subsidiaries is in violation of
its charter or bylaws or in default in the performance or observance of 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;

         (n) 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;

         (o) Neither the Company nor the Trust is or, after giving effect to the
offering and sale of the Securities, will be an "investment company", as such
term is defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");

         (p) To the best of the knowledge of the Company, PricewaterhouseCoopers
LLP, who have certified certain financial statements of the Company and its
subsidiaries, are


                                       5



independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.

         2. Subject to the terms and conditions herein set forth, (a) the Trust
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agree, severally and not jointly, to purchase from the Trust, at a
purchase price per Preferred Security of $___, the number of Underwritten
Securities set forth opposite the name of such Underwriter in Schedule I hereto
and (b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Option Securities as provided below, the Trust agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Trust, at a purchase price per
Preferred Security set forth in clause (a) of this Section 2, that portion of
the number of Option Securities as to which such election shall have been
exercised (to be adjusted by you so as to eliminate fractional Preferred
Securities) determined by multiplying such number of Option Securities by a
fraction, the numerator of which is the maximum number of Option Securities
which such Underwriter is entitled to purchase as set forth opposite the name of
such Underwriter in Schedule I hereto and the denominator of which is the
maximum number of Option Securities which all of the Underwriters are entitled
to purchase hereunder.

         The Trust hereby grants to the Underwriters the right to purchase at
their election up to _____ Option Securities, at the purchase price per
Preferred Security set forth in the paragraph above, for the sole purpose of
covering over-allotments in the sale of the Underwritten Securities. Any such
election to purchase Option Securities may be exercised only by written notice
from you to the Trust, given within a period of 30 calendar days after the date
of this Agreement, setting forth the aggregate number of Option Securities to be
purchased and the date on which such Option Securities are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined herein) or, unless you and the Trust otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.

         In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Debentures, the Company agrees to pay as
compensation for the Underwriters' arranging the investment therein of such
proceeds an amount in immediately available funds of $____ per Preferred
Security purchased hereunder.


         3. Upon the authorization by you of the release of the Underwritten
Securities and, if applicable, the Option Securities, the several Underwriters
propose to offer the Underwritten Securities and, if applicable, the Option
Securities for sale upon the terms and conditions described in the Prospectus.

         4. (a) The Preferred Securities to be purchased by each Underwriter
hereunder will be issued by or on behalf of the Trust in one or more global
securities, which will be deposited with, or in accordance with the instructions
of, The Depository Trust Company, New York, New York ("DTC"), and registered in
the name of DTC's nominee, against payment by or on behalf of such Underwriter
of the purchase price therefor by wire or interbank transfer to an account
specified by the Trust in immediately available funds. The time and date of such
deposit and payment shall be, with respect to the Underwritten Securities, 9:30
a.m., New York City time, on _______ or such other time and date as you and the
Trust may agree upon in writing,


                                       6



and, with respect to the Option Securities, 9:30 a.m., New York City time, on
the date specified by you in the written notice given by you of the
Underwriters' election to purchase such Option Securities, or such other time
and date as you and the Trust may agree upon in writing. Such time and date for
delivery of the Underwritten Securities are herein called the "First Time of
Delivery", such time and date for delivery of the Option Securities, if not the
First Time of Delivery, are herein called the "Second Time of Delivery", and
each such time and date for delivery are herein called a "Time of Delivery".

         (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 6 hereof will be delivered at
the offices of _____________ (the "Closing Location") all at such Time of
Delivery. A meeting will be held at the Closing Location at ____, New York City
time, on the New York Business Day next preceding such Time of Delivery, at
which meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto.

         5. Each of the Company and the Trust agrees with each of the
Underwriters:

            (a) To prepare the Prospectus as amended or supplemented in relation
to the 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 this Agreement 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 this Agreement and prior to the Time of Delivery which shall be disapproved
by the Representatives 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 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 the 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 neither the


                                       7




Company nor the Trust shall be required to qualify as a foreign corporation or
to file a general consent to service of process in any jurisdiction; and
provided further that the expense of maintaining any such qualification more
than one year from the date of this Agreement with respect to such Securities
shall be at the expense of the Underwriters;

            (c) To use best efforts to deliver as early as is reasonably
practicable on the New York Business Day next succeeding the date of this
Agreement for the Securities and from time to time, to furnish the Underwriters
in New York City with copies of the Prospectus 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 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 securityholders of the Company 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 earning 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); and

            (e) 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 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) 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 reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iii) any fees charged by securities

                                       8



rating services for rating the Securities; (iv) 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; (v) the cost of preparing the
Securities; (vi) 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 the Indenture and the Securities; and (vii) 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 hereunder 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 this Agreement relating to the Securities are, at and as of each
Time of Delivery, true and correct in all material respects, 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
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 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, dated the Time of Delivery,
with respect to the matters covered in paragraphs (i), (iii), (iv), (v), (vi),
(ix), (x), (xi) and (xii) of subsection (c) below and in paragraphs (i), (ii),
(iii) and (iv) of subsection (d) 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) Foley & Lardner, or other counsel to the Company satisfactory to
the Representatives, shall have furnished to the Representatives their written
opinion, dated the Time of Delivery for such Securities, in form 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 State of
         Delaware, with corporate power and authority to own its properties and
         conduct its business as described in the Prospectus as amended or
         supplemented;


                                       9


            (ii) To the best of such counsel's knowledge and other than as set
         forth in the Prospectus as amended or supplemented, 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 that, if determined adversely to the
         Company or any of its subsidiaries, in the opinion of such counsel
         would individually or in the aggregate have a material adverse effect
         on the consolidated financial position, shareholders' equity or results
         of operations of the Company and its subsidiaries considered as one
         enterprise; and, to the best of such counsel's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

            (iii) This Agreement has been duly authorized, executed and
         delivered by the Company;

            (iv) The Debentures 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 Debentures and the Indenture conform in all
         material respects to the descriptions thereof in the Prospectus as
         amended or supplemented;

            (v) Each of the Indenture, the Guarantee Agreement and the Trust
         Agreement have been duly authorized, executed and delivered by the
         Company, constitutes a valid and legally binding obligation of the
         Company, enforceable against the Company in accordance with its terms,
         and has been duly qualified under the Trust Indenture Act;

            (vi) [THE CONVERSION SHARES HAVE BEEN DULY AUTHORIZED BY THE COMPANY
         AND VALIDLY RESERVED FOR ISSUANCE BY THE COMPANY UPON CONVERSION OF THE
         DEBENTURES BY ALL NECESSARY CORPORATE ACTION OF THE COMPANY, AND THE
         CONVERSION SHARES, WHEN DULY ISSUED BY THE COMPANY, WILL BE VALIDLY
         ISSUED, FULLY PAID AND NON-ASSESSABLE; NO HOLDER THEREOF WILL BE
         SUBJECT TO PERSONAL LIABILITY SOLELY BY REASON OF BEING SUCH A HOLDER;
         AND THE ISSUANCE OF THE CONVERSION SHARES WILL NOT BE SUBJECT TO
         PREEMPTIVE OR SIMILAR RIGHTS;]

            (vii) The issue and sale of the Securities and the compliance by the
         Company with all of the provisions of the Securities, the Indenture,
         the Trust Agreement, the Guarantee Agreement, this 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 (in each case material to the Company and its subsidiaries
         considered as an enterprise) 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 charter or bylaws 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;


                                       10




            (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 Securities or the
         consummation by the Company of the transactions contemplated by this
         Agreement or the Indenture or Guarantee Agreement, 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 or foreign securities
         laws in connection with the purchase and distribution of the Securities
         by the Underwriters;

            (ix) The statements set forth in the Prospectus as amended or
         supplemented under the captions ["DESCRIPTION OF TRUST PREFERRED
         SECURITIES," "DESCRIPTION OF GUARANTEE," "RELATIONSHIP AMONG THE TRUST
         PREFERRED SECURITIES, THE NOTES AND THE GUARANTEE" AND "DESCRIPTION OF
         NOTES"] insofar as they purport to constitute a summary of the terms of
         the Securities, under the caption ["FEDERAL INCOME TAX CONSIDERATIONS"]
         and under the captions ["PLAN OF DISTRIBUTION" AND "UNDERWRITING,"]
         insofar as they relate to legal matters or purport to describe the
         provisions of the documents referred to therein, are accurate
         descriptions in all material respects of such terms and such matters
         and fairly present the information required or purported to be set
         forth therein;

            (x) Neither the Company nor the Trust is an "investment company", as
         such term is defined in the Investment Company Act;

            (xi) The documents incorporated by reference in the Prospectus as
         amended or supplemented (other than the financial statements and other
         financial and accounting information included therein or omitted
         therefrom, as to which such counsel need express no opinion), when they
         were filed with the Commission, 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 were so filed, as the case may be, included 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

            (xii) 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 Securities (other
         than the financial statements and other financial information included
         therein or omitted therefrom, 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 of the Commission thereunder;

Such opinion shall also state that, while such counsel has not verified, is not
passing upon and assumes no responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus or documents incorporated therein by reference (except to the extent
expressly provided in paragraph (viii) above), such counsel has generally
reviewed and discussed such statements with certain officers and representatives
of the Company


                                       11




and with the Company's independent accountants, and with the Underwriters and
their counsel, and in the course of such review and discussions no facts came to
the attention of such counsel that lead such counsel to believe (A) that, as of
its effective date, the Registration Statement or any further amendment thereto
made by the Company prior to the Time of Delivery or any document incorporated
therein by reference at such time (other than financial statements and other
financial and accounting information included therein or omitted therefrom, as
to which such counsel need express no assurance) 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 or (B) that,
as of the date thereof or at the Time of Delivery, the Prospectus as amended or
supplemented or any further amendment or supplement thereto made by the Company
prior to the Time of Delivery or any document incorporated therein by reference
at such time (other than the financial statements and other financial and
accounting information included therein or omitted therefrom, as to which such
counsel need express no assurance) included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Such opinion may be made subject to the qualification
that the enforceability of the terms of the Indenture, the Guarantee Agreement
and the Securities may be limited by 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, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).

         Such counsel may also state that certain provisions of the Indenture,
the Trust Agreement and the Securities may not be enforceable in whole or in
part, but that the inclusion of such provisions does not affect the validity of
the Indenture, the Guarantee Agreement or the Securities taken together and each
of the Indenture, the Guarantee Agreement 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. Such
counsel may rely upon certificates of public officials and officers of the
Company and may limit such opinion to matters governed by the internal laws of
the State of Michigan, applicable federal laws and the General Corporation Law
of the State of Delaware;

            (d) Richards, Layton & Finger, P.A., special Delaware counsel for
the Trust, or other counsel to the Trust satisfactory to the Representatives,
shall have furnished to you their written opinion, dated such Time of Delivery,
in form and substance reasonably satisfactory to you, to the effect that:

            (i) The Trust has been duly formed and is validly existing in good
         standing as a business trust under the Delaware Act and, under the
         Trust Agreement and the Delaware Act, has the trust power and authority
         to conduct its business as presently conducted as described in the
         Prospectus;

            (ii) Assuming due authorization, execution and delivery of the Trust
         Agreement by the Company and the Trustees, the Trust Agreement is a
         legal, valid and legally binding agreement of the Company and the
         Trustees, and is enforceable against the Company and the Trustees, in
         accordance with its terms, subject to the effect of

                                       12



         (i) bankruptcy, insolvency, moratorium, receivership, reorganization,
         liquidation, fraudulent conveyance or transfer and other similar laws
         relating to or affecting the rights and remedies of creditors
         generally, (ii) principles of equity, including applicable law relating
         to fiduciary duties (regardless of whether considered and applied in a
         proceeding in equity or at law), and (iii) the effect of applicable
         public policy on the enforceability of provisions relating to
         indemnification or contribution;

            (iii) Under the Trust Agreement and the Delaware Act, the execution
         and delivery of this Agreement by the Trust, and the performance by the
         Trust of its obligations hereunder, have been duly authorized by all
         requisite trust action on the part of the Trust;

            (iv) The Preferred Securities have been duly authorized by the Trust
         Agreement and are duly and validly issued and, subject to the
         qualifications set forth in paragraph (v) below, are fully paid and
         nonassessable undivided beneficial interests in the assets of the
         Trust;

            (v) The Holders of Preferred Securities, as beneficial owners of the
         Trust, will be entitled to the same limitation of personal liability
         extended to stockholders of private corporations for profit organized
         under the General Corporation Law of the State of Delaware. We note
         that the Holders of Preferred Securities may be obligated, pursuant to
         the Trust Agreement, to (a) provide indemnity and/or security in
         connection with and pay taxes or governmental charges arising from
         transfers or exchanges of Preferred Securities certificates and the
         issuance of replacement Preferred Securities certificates, and (b)
         provide security or indemnity in connection with requests of or
         directions to the Property Trustee to exercise its rights and remedies
         under the Trust Agreement; and

            (vi) Under the Trust Agreement and the Delaware Act, the issuance of
         the Preferred Securities is not subject to preemptive rights.

            (e) On the date of this Agreement and at the Time of Delivery for
such 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, a letter dated the date of this Agreement, 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;

            (f) Since the respective dates as of which information is given in
the Prospectus as amended prior to the date hereof, there shall not have been
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


                                       13



the date hereof, the effect of which, in any such case, 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
Securities on the terms and in the manner contemplated in the Prospectus;

            (g) On or after the date hereof, (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;

            (h) On or after the date hereof, 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 Securities on the terms and in the manner contemplated in the Prospectus;

            (i) 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 hereof; and

            (j) The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the 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 and the Trust, jointly and severally, 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


                                       14




and the Trust 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 through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; and provided
further that the Company and the Trust shall not be liable to any Underwriter or
any person controlling such Underwriter under the indemnity agreement in this
subsection (a) with respect to any such documents to the extent that any such
loss, claim, damage or liability of such Underwriter or controlling person
results from the fact that such Underwriter sold Securities to a person to whom
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the Prospectus or of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference), whichever is most
recent, if the Company has previously furnished copies thereof to such
Underwriter.

            (b) Each Underwriter will indemnify and hold harmless the Company
and the Trust 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 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 and the Trust for any legal or other expenses reasonably incurred by the
Company or the Trust 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, 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


                                       15



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. In any such action, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
shall have agreed in writing to pay such fees and expenses, (ii) the
indemnifying party shall have failed to assume the defense of such proceeding
and employ counsel reasonably satisfactory to the indemnified person in such
proceeding or (iii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and the representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to local counsel)
for all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by the
Representatives in the case of parties indemnified pursuant to subsection (a)
and by the Company in the case of parties indemnified pursuant to subsection
(b). The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. 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
on the other from the offering of the Securities. 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 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


                                       16




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, including, with respect to any such
Underwriter, the extent to which such losses, claims, damages or liabilities (or
actions in respect thereof) result from the fact that such Underwriter sold
Securities to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus or of the Prospectus
as then amended or supplemented (excluding documents incorporated by reference),
whichever is most recent, if the Company has previously furnished copies thereof
to such Underwriter. 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 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 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 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 Securities which it has agreed to purchase hereunder, the Representatives
may in their discretion arrange for themselves or another party or other parties
to purchase such 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 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 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 Securities, or the Company notifies the Representatives that it has so
arranged for the purchase of such Securities, the Representatives or the Company
shall have the right to postpone the Time of Delivery for such 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

                                       17




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 hereto.

            (b) If, after giving effect to any arrangements for the purchase of
the 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 Securities which remains unpurchased does not
exceed one-eleventh of the aggregate principal amount of the Securities, then
the Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the principal amount of Securities
which such Underwriter agreed to purchase hereunder) of the 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.

            (c) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Securities which remains unpurchased exceeds
one-eleventh of the aggregate principal amount of the 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 Securities of a defaulting Underwriter or Underwriters, then this
Agreement 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 this 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 Securities except as provided in Sections 6 and 8 hereof; but, if
for any other reason 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 Securities, but the Company shall then be under no further
liability to any Underwriter with respect to such Securities except as provided
in Sections 6 and 8 hereof.

                                       18



         12. In all dealings hereunder, the Representatives of the Underwriters
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.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to __________________; 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: General Counsel;
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 shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Trust, 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. 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 this Agreement. As used herein:
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business; and "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York City are generally authorized or obligated by law or
executive order to close.

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

         16. This 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.

                                       19




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

                                      Very truly yours,

                                      VISTEON CAPITAL TRUST I

                                      By:     Visteon Corporation,
                                              as sponsor


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



                                      VISTEON CORPORATION


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

Accepted as of the date hereof:

[INSERT LEAD UNDERWRITER]

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



                                       20


                                   SCHEDULE I



                                                          PRINCIPAL AMOUNT
                                                            OF DESIGNATED
                                                          SECURITIES TO BE
UNDERWRITER                                                   PURCHASES
- -----------                                                   ---------

[UNDERWRITING GROUP TO BE INSERTED]                $









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

             Total.................................$
                                                   ==========================








                                                                         ANNEX I

         Pursuant to Section 7(e) 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 published rules and regulations thereunder, and the
         statement in each Registration Statement in answer to Item 10 of Form
         S-3 is accurate insofar as it relates to them;

            (ii) In their opinion, the audited consolidated financial statements
         of the Company and its subsidiaries included or incorporated by
         reference in the Company's Annual Report on Form 10-K most recently
         filed with the Commission and covered by their report included therein
         (the "audited financials") comply as to form in all material respects
         with the applicable accounting requirements of the Act or the Exchange
         Act, as applicable, and the published rules and regulations under the
         Act or the Exchange Act, as applicable;

            (iii) On the basis of limited procedures, not constituting an audit,
         which have been carried out through a specified date not more than two
         business days prior to the date of each such letter,* including (1)
         performing the procedures specified by the American Institute of
         Certified Public Accountants for are view of interim financial
         information as described in Statements on Auditing Standards No. 71,
         "Interim Financial Information," on the unaudited consolidated
         financial statements of the Company and its subsidiaries included in
         the Company's Quarterly Reports on Form 10-Q filed with the Commission
         from the beginning of the Company's fiscal year through the date of
         such letter (the "quarterly financials"), (2) a reading of the minutes
         of the meetings of the Board of Directors, and stockholders of the
         Company since the date of the audited financials, (3) inquiries of
         certain officials of the Company responsible for financial and
         accounting matters as to transactions and events subsequent to the date
         of the audited financials, and (4) such other procedures and inquiries
         as may be described in each such letter, nothing has come to their
         attention which has caused them to believe that:

                (A) Any material modifications should be made to the quarterly
            financials for them to be in conformity with generally accepted
            accounting principles; or

                (B) The quarterly financials do not comply as to form in all
            material respects with the applicable accounting requirements of the
            Exchange Act and the related published rules and regulations; or

                (C) As of the last day of the month immediately preceding the
            date of such letter, unless such day is less than five business days
            prior to the date of such letter, in which case as of the last day
            of the second month immediately preceding the date of such letter
            (or such other date as shall be mutually agreed upon by the Company
            and the Representative), there was any change with respect to the
            Company and its subsidiaries in the capital stock other than changes
            resulting




            from acquisitions or issuances of shares relating to employee
            benefit plans or any net change in aggregate debt as of the date of
            its most recent quarterly financial statements, as compared in each
            case with the corresponding amounts of outstanding debt in the
            balance sheets of the Company and each of such subsidiaries as of
            the date of their most recent quarterly financial statements,
            except, in all instances, for changes which the most recent report
            filed by the Company or any such subsidiary with the Commission
            containing financial statements disclosed have occurred or may occur
            or which are described in such letter; and

            (iv) They have performed certain specified procedures, including
         comparisons with certain specified accounting records of the Company
         and its subsidiaries, with respect to certain items of information
         included in each Registration Statement, in the reports filed with the
         Commission from the beginning of the Company's fiscal year through the
         date of such letter* and, in the case of each letter to be delivered
         pursuant to Section 7(d) of the Underwriting Agreement, in the
         Prospectus as amended or supplemented through the date of such letter,
         and have found such items to be in agreement with such records.

            (v) Based on reading of any unaudited pro forma consolidated
         condensed financial statements included in or incorporated by reference
         in the Prospectus and inquiry of officials who have responsibility for
         financial and accounting matters about the basis for the determination
         of pro forma adjustments, nothing has come to their attention that the
         unaudited pro forma condensed consolidated financial statements 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.

* In the case of letters delivered pursuant to Section 7(e) of the Underwriting
Agreement, such procedures will be carried out through a specified date not more
than two business days prior to the effective date of the Registration Statement
or not more than two business days prior to the most recent report filed with
the Commission containing financial statements, if the date of such report is
later than such effective date.


                                       2

                                                                     EXHIBIT 4.1

                               VISTEON CORPORATION

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,

                                     TRUSTEE

                         AMENDED AND RESTATED INDENTURE

                           DATED AS OF APRIL ___, 2002

                                 DEBT SECURITIES



                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                   ----
                                                                                                                
ARTICLE I. DEFINITIONS

      Section 1.01     Definitions...............................................................................    1
      Section 1.02     Notice to Securityholders.................................................................    5

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

      Section 2.01     Amount Unlimited; Issuable In Series......................................................    6
      Section 2.02     Form of Trustee's Certificate of Authentication...........................................    8
      Section 2.03     Form, Execution, Authentication, Delivery and Dating of Securities........................    9
      Section 2.04     Denominations; Record Date................................................................   11
      Section 2.05     Exchange and Registration of Transfer of Securities.......................................   11
      Section 2.06     Temporary Securities......................................................................   13
      Section 2.07     Mutilated, Destroyed, Lost or Stolen Securities...........................................   13
      Section 2.08     Cancellation..............................................................................   14
      Section 2.09     Computation of Interest...................................................................   14
      Section 2.10     Securities in Global Form.................................................................   15
      Section 2.11     Medium-Term Securities....................................................................   15
      Section 2.12     CUSIP Numbers.............................................................................   16

ARTICLE III. REDEMPTION OF SECURITIES.

      Section 3.01     Redemption of Securities; Applicability of Article........................................   16
      Section 3.02     Notice of Redemption; Selection of Securities.............................................   16
      Section 3.03     Payment of Securities Called for Redemption...............................................   17

ARTICLE IV. PARTICULAR COVENANTS OF THE CORPORATION.

      Section 4.01     Payment of Principal, Premium, Interest and Additional Amounts............................   18
      Section 4.02     Offices for Notices and Payments, Etc.....................................................   19
      Section 4.03     Provisions as to Paying Agent.............................................................   20
      Section 4.04     Luxembourg Publications...................................................................   20
      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......................................................   24



                                       i


                                                                                                                 
      Section 5.03     Reports by the Corporation................................................................   26
      Section 5.04     Reports by the Trustee....................................................................   26

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....................................................   34
      Section 7.02     Reliance on Documents, Opinions, Etc......................................................   35
      Section 7.03     No Responsibility for Recitals, Etc.......................................................   36
      Section 7.04     Ownership of Securities or Coupons........................................................   36
      Section 7.05     Moneys to Be Held in Trust................................................................   36
      Section 7.06     Compensation and Expenses of Trustee......................................................   36
      Section 7.07     Officers' Certificate as Evidence.........................................................   37
      Section 7.08     Conflicting Interest of Trustee...........................................................   37
      Section 7.09     Eligibility of Trustee....................................................................   37
      Section 7.10     Resignation or Removal of Trustee.........................................................   37
      Section 7.11     Acceptance by Successor Trustee...........................................................   39
      Section 7.12     Successor by Merger, Etc..................................................................   40
      Section 7.13     Limitations on Rights of Trustee as Creditor..............................................   41

ARTICLE VIII. CONCERNING THE SECURITYHOLDERS.

      Section 8.01     Action by Securityholders.................................................................   41
      Section 8.02     Proof of Execution by Securityholders.....................................................   41
      Section 8.03     Who Are Deemed Absolute Owners............................................................   41
      Section 8.04     Corporation-owned Securities Disregarded..................................................   42
      Section 8.05     Revocation of Consents; Future Securityholders Bound......................................   42
      Section 8.06     Securities in a Foreign Currency..........................................................   42

ARTICLE IX. SECURITYHOLDERS' MEETINGS.

      Section 9.01     Purposes of Meetings......................................................................   43
      Section 9.02     Call of Meetings by Trustee...............................................................   44
      Section 9.03     Call of Meetings by Corporation or Securityholders........................................   44
      Section 9.04     Qualification for Voting..................................................................   44
      Section 9.05     Regulations...............................................................................   45
      Section 9.06     Voting....................................................................................   45



                                       ii


                                                                                                                 
ARTICLE X. SUPPLEMENTAL INDENTURES.

      Section 10.01    Supplemental Indentures Without Consent of Securityholders................................   46
      Section 10.02    Supplemental Indentures with Consent of Securityholders...................................   47
      Section 10.03    Compliance with Trust Indenture Act; Effect of Supplemental Indentures....................   48
      Section 10.04    Notation on Securities....................................................................   48

ARTICLE XI. CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

      Section 11.01    Corporation May Consolidate, Etc., on Certain Terms.......................................   49
      Section 11.02    Successor Corporation Substituted.........................................................   49
      Section 11.03    Certificate to Trustee....................................................................   49

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

      Section 12.01    Discharge of Indenture....................................................................   50
      Section 12.02    Satisfaction, Discharge and Defeasance of Securities of Any Series........................   50
      Section 12.03    Deposited Moneys to Be Held in Trust by Trustee...........................................   52
      Section 12.04    Paying Agent to Repay Moneys Held.........................................................   52
      Section 12.05    Return of Unclaimed Moneys................................................................   52

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

      Section 13.01    Indenture And Securities Solely Corporate Obligations.....................................   53

ARTICLE XIV. MISCELLANEOUS PROVISIONS.

      Section 14.01    Benefits of Indenture Restricted to Parties and Securityholders...........................   53
      Section 14.02    Provisions Binding on Corporation's Successors............................................   53
      Section 14.03    Addresses for Notices, Etc................................................................   53
      Section 14.04    Evidence of Compliance with Conditions Precedent..........................................   54
      Section 14.05    Legal Holidays............................................................................   54
      Section 14.06    Trust Indenture Act to Control............................................................   54
      Section 14.07    Execution in Counterparts.................................................................   54
      Section 14.08    New York Contract.........................................................................   54
      Section 14.09    Judgment Currency.........................................................................   54
      Section 14.10    Severability of Provisions................................................................   55
      Section 14.11    Corporation Released from Indenture Requirements under Certain Circumstances..............   55



                                       iii


                             CROSS-REFERENCE TABLE*



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED           SECTION OF AMENDED AND RESTATED 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), (b) and (c)                                          5.04(a)
313(d)                                                       5.04(b)
314(a)                                                       4.05 and 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 Cross-Reference Table does not constitute part of the Amended and
Restated Indenture and shall not have any bearing upon the interpretation of any
of its terms or provisions.


                                       iv


            THIS AMENDED AND RESTATED INDENTURE, dated as of the ____ day of
April, 2002 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), amends and restates the Indenture dated as of June 23, 2000
between the Corporation and the Trustee.

                                   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 1.01 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.



      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 Chicago, Illinois, at which at any particular time its
corporate trust business shall be principally administered, which office at the
date hereof is located at 1 Bank One Plaza, Suite IL1-0481, Chicago, Illinois
60670-0481, provided that for purposes of Section 4.02, the Corporate Trust
Office shall mean the office of the Trustee located at 55 Water Street, 1st
Floor, Jeanette Park Entrance, New York, New York 10041.

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


                                       2


      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 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.


                                       3


      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. 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.


                                       4


      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. 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


                                       5


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 bethe 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, or the manner of determining the maturity date or dates;

            (4) the rate or rates, which may be fixed or variable, at which the
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 and where Securities of the series may be surrendered for
exchange, when Securities of the series that are convertible or exchangeable may
be surrendered for conversion or exchange;

            (6) the right, if any, of the Corporation to redeem the 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;


                                       6


            (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 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


                                       7


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 are issued, if less than 100%;

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

            (19) whether the Securities will be convertible into or exchangeable
for any securities of any Person and, if so, the terms and conditions of the
conversion or exchange;

            (20) if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered; and

            (21) 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. Not all
Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, 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 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:


                                       8


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


                                       9


            (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 registered, if in registered form, in the name of the
Depository for such Global Security or the


                                       10


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, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any


                                       11


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 portion thereof not to be so
redeemed.


                                       12


      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 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


                                       13


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
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.


                                       14


      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.

      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


                                       15


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 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


                                       16


(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 respect to which such notice has been given shall become due and
payable on the date and at the Place of Payment


                                       17


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 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


                                       18


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.


                                       19


      SECTION 4.03 PROVISIONS AS TO PAYING AGENT.

            (a) Whenever the Corporation 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


                                       20


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 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


                                       21


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 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


                                       22


rental) on account of maintenance and repairs, insurance, taxes, assessments,
water rates, 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 Corporation and its consolidated Subsidiaries less (i) all current
liabilities and (ii) goodwill, trade names, patents, unamortized 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 the Corporation or others or that is principally
engaged in financing the Corporation's operations outside the continental United
States of America.


                                       23


            (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


                                       24


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 "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.


                                       25


            (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).

      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 Trust Indenture Act of 1939 and 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;

            (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


                                       26


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.

                                  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


                                       27


            (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 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


                                       28


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 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


                                       29


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, 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


                                       30


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 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


                                       31


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 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


                                       32


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 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


                                       33


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 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;


                                       34


            (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 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


                                       35


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 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


                                       36


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 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 or Section 310(a)(5) of the Trust
Indenture Act of 1939, 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


                                       37


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 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


                                       38


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 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


                                       39


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
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) and Section 311(b) 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.


                                       40


      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 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


                                       41


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 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


                                       42


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 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.


                                       43


      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 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


                                       44


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 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.


                                       45


                                   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, 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


                                       46


            (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 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.


                                       47


            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 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.


                                       48


                                  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
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


                                       49


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 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 and 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


                                       50


            (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

                        (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


                                       51


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(1)(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 Sections 12.01 and 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 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


                                       52


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.

                                  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,


                                       53


      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.

      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


                                       54


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" 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.

            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.


                                       55


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

            On the _____ day of _________________, 2002, 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


                                       56


STATE OF ____________ )
                      ) ss.:
COUNTY OF __________  )

            On the _____ day of _________________, 2002, 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


                                       57

                                                                     EXHIBIT 4.2

                               VISTEON CORPORATION

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,

                                     TRUSTEE

                             SUBORDINATED INDENTURE

                           DATED AS OF APRIL ___, 2002

                          SUBORDINATED DEBT SECURITIES

                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                
ARTICLE I. DEFINITIONS...........................................................................................     1

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

ARTICLE II. ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES............................................     7

                    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........................    13
                    Section 2.06      Temporary Securities.......................................................    14
                    Section 2.07      Mutilated, Destroyed, Lost or Stolen Securities............................    15
                    Section 2.08      Cancellation...............................................................    16
                    Section 2.09      Computation of Interest....................................................    16
                    Section 2.10      Securities in Global Form..................................................    16
                    Section 2.11      Medium-Term Securities.....................................................    17
                    Section 2.12      CUSIP Numbers..............................................................    17

ARTICLE III. REDEMPTION OF SECURITIES............................................................................    17

                    Section 3.01      Redemption of Securities; Applicability of Article.........................    17
                    Section 3.02      Notice of Redemption; Selection of Securities..............................    18
                    Section 3.03      Payment of Securities Called for Redemption................................    19

ARTICLE IV. PARTICULAR COVENANTS OF THE CORPORATION..............................................................    20

                    Section 4.01      Payment of Principal, Premium, Interest and Additional Amounts.............    20
                    Section 4.02      Offices for Notices and Payments, Etc......................................    20
                    Section 4.03      Provisions as to Paying Agent..............................................    21
                    Section 4.04      Luxembourg Publications....................................................    22
                    Section 4.05      Statement by Officers as to Default........................................    22
                    Section 4.06      Limitations on Liens.......................................................    22
                    Section 4.07      Limitation on Sale and Lease-back..........................................    23
                    Section 4.08      Definitions Applicable to Sections 4.06 and 4.07...........................    24



                                        i

                                                                                                                  
ARTICLE V. SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE...................................    25

                    Section 5.01      Securityholder Lists.......................................................    25
                    Section 5.02      Preservation and Disclosure of Lists.......................................    26
                    Section 5.03      Reports by the Corporation.................................................    27
                    Section 5.04      Reports by the Trustee.....................................................    28

ARTICLE VI. REMEDIES ON DEFAULT..................................................................................    28

                    Section 6.01      Events of Default..........................................................    28
                    Section 6.02      Payment of Securities on Default; Suit Therefor............................    30
                    Section 6.03      Application of Moneys Collected by Trustee.................................    32
                    Section 6.04      Proceedings by Securityholders.............................................    33
                    Section 6.05      Remedies Cumulative and Continuing.........................................    33
                    Section 6.06      Direction of Proceedings...................................................    34
                    Section 6.07      Notice of Defaults.........................................................    34
                    Section 6.08      Undertaking to Pay Costs...................................................    35

ARTICLE VII. CONCERNING THE TRUSTEE..............................................................................    35

                    Section 7.01      Duties and Responsibilities of Trustee.....................................    35
                    Section 7.02      Reliance on Documents, Opinions, Etc.......................................    36
                    Section 7.03      No Responsibility for Recitals, Etc........................................    37
                    Section 7.04      Ownership of Securities or Coupons.........................................    37
                    Section 7.05      Moneys to Be Held in Trust.................................................    37
                    Section 7.06      Compensation and Expenses of Trustee.......................................    38
                    Section 7.07      Officers' Certificate as Evidence..........................................    38
                    Section 7.08      Conflicting Interest of Trustee............................................    38
                    Section 7.09      Eligibility of Trustee.....................................................    38
                    Section 7.10      Resignation or Removal of Trustee..........................................    39
                    Section 7.11      Acceptance by Successor Trustee............................................    40
                    Section 7.12      Successor by Merger, Etc...................................................    41
                    Section 7.13      Limitations on Rights of Trustee as Creditor...............................    41

ARTICLE VIII. CONCERNING THE SECURITYHOLDERS.....................................................................    41

                    Section 8.01      Action by Securityholders..................................................    41
                    Section 8.02      Proof of Execution by Securityholders......................................    42
                    Section 8.03      Who Are Deemed Absolute Owners.............................................    43
                    Section 8.04      Corporation-owned Securities Disregarded...................................    43
                    Section 8.05      Revocation of Consents; Future Securityholders Bound.......................    43
                    Section 8.06      Securities in a Foreign Currency...........................................    43

ARTICLE IX. SECURITYHOLDERS' MEETINGS............................................................................    44

                    Section 9.01      Purposes of Meetings.......................................................    44
                    Section 9.02      Call of Meetings by Trustee................................................    45



                                       ii

                                                                                                                  
                    Section 9.03      Call of Meetings by Corporation or Securityholders.........................    45
                    Section 9.04      Qualification for Voting...................................................    46
                    Section 9.05      Regulations................................................................    46
                    Section 9.06      Voting.....................................................................    46

ARTICLE X. SUPPLEMENTAL INDENTURES...............................................................................    47

                    Section 10.01     Supplemental Indentures Without Consent of Securityholders.................    47
                    Section 10.02     Supplemental Indentures with Consent of Securityholders....................    48
                    Section 10.03     Compliance with Trust Indenture Act; Effect of Supplemental Indentures.....    49
                    Section 10.04     Notation on Securities.....................................................    49

ARTICLE XI. CONSOLIDATION, MERGER, SALE OR CONVEYANCE............................................................    50

                    Section 11.01     Corporation May Consolidate, Etc., on Certain Terms........................    50
                    Section 11.02     Successor Corporation Substituted..........................................    50
                    Section 11.03     Certificate to Trustee.....................................................    51

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS...........................................    51

                    Section 12.01     Discharge of Indenture.....................................................    51
                    Section 12.02     Satisfaction, Discharge and Defeasance of Securities of Any Series.........    51
                    Section 12.03     Deposited Moneys to Be Held in Trust by Trustee............................    53
                    Section 12.04     Paying Agent to Repay Moneys Held..........................................    53
                    Section 12.05     Return of Unclaimed Moneys.................................................    53

ARTICLE XIII. SUBORDINATION OF SECURITIES........................................................................    54

                    Section 13.01     Securities Subordinate to Senior Indebtedness..............................    54
                    Section 13.02     Payment Over of Proceeds Upon Dissolution, Etc.............................    54
                    Section 13.03     No Payment When Senior Indebtedness in Default.............................    56
                    Section 13.04     Payment Permitted If No Default............................................    57
                    Section 13.05     Subrogation to Rights of Holders of Senior Indebtedness....................    57
                    Section 13.06     Provisions Solely to Define Relative Rights................................    57
                    Section 13.07     Trustee to Effectuate Subordination........................................    58
                    Section 13.08     No Waiver of Subordination Provisions......................................    58
                    Section 13.09     Notice to Trustee..........................................................    58
                    Section 13.10     Reliance on Judicial Order or Certificate of Liquidating Agent.............    59
                    Section 13.11     Trustee Not Fiduciary for Holders of Senior Indebtedness...................    60
                    Section 13.12     Rights of Trustee as Holder of Senior Indebtedness; Preservation
                                      of Trustee's Rights .......................................................    60



                                      iii

                                                                                                                  
                    Section 13.13     Article Applicable to Paying Agents........................................    60

ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.....................................    60

                    Section 14.01     Indenture And Securities Solely Corporate Obligations......................    60

ARTICLE XV. MISCELLANEOUS PROVISIONS.............................................................................    60

                    Section 15.01     Benefits of Indenture Restricted to Parties and Securityholders............    60
                    Section 15.02     Provisions Binding on Corporation's Successors.............................    61
                    Section 15.03     Addresses for Notices, Etc.................................................    61
                    Section 15.04     Evidence of Compliance with Conditions Precedent...........................    61
                    Section 15.05     Legal Holidays.............................................................    61
                    Section 15.06     Trust Indenture Act to Control.............................................    62
                    Section 15.07     Execution in Counterparts..................................................    62
                    Section 15.08     New York Contract..........................................................    62
                    Section 15.09     Judgment Currency..........................................................    62
                    Section 15.10     Severability of Provisions.................................................    62
                    Section 15.11     Corporation Released from Indenture Requirements under Certain
                                      Circumstances .............................................................    63



                                       iv

                             CROSS-REFERENCE TABLE*



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED           SECTION OF SUBORDINATED 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), (b) and (c)                                          5.04(a)
313(d)                                                       5.04(b)
314(a)                                                       4.05 and 5.03
314(b)                                                       Not applicable
314(c)(1) and (2)                                            15.04
314(c)(3)                                                    Not applicable
314(d)                                                       Not applicable
314(e)                                                       15.04
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)                                                       9.03
317(a)                                                       6.02
317(b)                                                       4.03
318(a)                                                       15.06


This Cross-Reference Table does not constitute part of the Subordinated
Indenture and shall not have any bearing upon the interpretation of any of its
terms or provisions.


                                       v

            THIS SUBORDINATED INDENTURE, dated as of the ____ day of April, 2002
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 VII).

                                   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 1.01 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.

            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 Chicago, Illinois, at which at any particular time its
corporate trust business shall be principally administered, which office at the
date hereof is located at 1 Bank One Plaza, Suite IL1-0481, Chicago, Illinois,
60670-0481, provided that for purposes of Section 4.02, the Corporate Trust
Office shall mean the office of the Trustee located at 55 Water Street, 1st
Floor, Jeanette Park Entrance, New York, New York 10041.

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


                                       2

            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 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.

            JUNIOR SUBORDINATED PAYMENT. The term "Junior Subordinated Payment"
has the meaning specified in Section 13.02.

            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 15.04, by the Chairman of the Board of
Directors or the President or any Vice President or the


                                       3

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 15.04, 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. 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 III, 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 II, 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.

            PAYMENT BLOCKAGE PERIOD. The term "Payment Blockage Period" has the
meaning specified in Section 13.03.

            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.


                                       4

            PROCEEDING. The term "Proceeding" has the meaning specified in
Section 13.02.

            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.

            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.

            SECURITIES PAYMENT. The term "Securities Payment" has the meaning
specified in Section 13.02.

            SECURITY REGISTER AND SECURITY REGISTRAR. The terms "Security
Register" and "Security Registrar" shall have the respective meanings specified
in Section 2.05.

            SENIOR INDEBTEDNESS. The term "Senior Indebtedness" means the
Indebtedness due pursuant to any of the following, whether incurred on or prior
to the date hereof or hereafter incurred:

            (a) all obligations of the Corporation for money borrowed;

            (b) all obligations of the Corporation evidenced by notes,
debentures, bonds or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses;

            (c) all capital lease obligations of the Corporation;

            (d) all reimbursement obligations of the Corporation with respect to
letters of credit, bankers' acceptances or similar facilities issued for the
account of the Corporation;

            (e) all payment obligations of the Corporation under interest rate
swap or similar agreements or foreign currency hedge, exchange or similar
agreements at the time of determination, including any such obligations incurred
by the Corporation solely to act as a hedge against increases in interest rates
that may occur under the terms of other outstanding variable or floating rate
Indebtedness of the Corporation; (f) all obligations of the type referred to in
clauses (a) through (e) above of another Person the payment of which the
Corporation has assumed or guaranteed or for which the Corporation is
responsible or liable, directly or indirectly, jointly or severally, as obligor,
guarantor or otherwise; and

            (g) all amendments, modifications, renewals, extensions,
refinancings, replacements and refundings by the Corporation of any such
Indebtedness referred to in clauses


                                       5

(a) through (e) above (and of any such amended, modified, renewed, extended,
refinanced, refunded or replaced Indebtedness);

provided, however, that the following shall not constitute Senior Indebtedness:
(A) any Indebtedness owed to a Person when such Person is a Subsidiary of the
Corporation, (B) any Indebtedness which by the terms of the instrument creating
or evidencing the same expressly provides that it is on a parity with or
subordinated in right of payment to the Securities, (C) any Indebtedness to the
extent incurred in violation of this Indenture or (D) trade accounts payable or
accrued liabilities arising in the ordinary course of business. For purposes of
this definition, "Indebtedness" shall mean any obligation to pay principal,
premium (if any), interest, penalties, reimbursement or indemnity amounts, fees
and expenses (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Corporation whether or not a
claim for post-petition interest is allowed in such proceeding). Any Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions of Article XIII irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

            SENIOR NONMONETARY DEFAULT. The term "Senior Nonmonetary Default"
has the meaning specified in Section 13.03.

            SENIOR PAYMENT DEFAULT. The term "Senior Payment Default" has the
meaning specified in Section 13.03.

            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.


                                       6

            U.S. DOLLAR. 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, or the manner of determining the maturity date or dates;


                                       7

            (4) the rate or rates, which may be fixed or variable, at which the
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, the right, if any, of the Corporation to defer or extend an
Interest Payment Date, 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 and where Securities of the series may be surrendered for
exchange, when Securities of the series that are convertible or exchangeable may
be surrendered for conversion or exchange;

            (6) the right, if any, of the Corporation to redeem the 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;


                                       8

            (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 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 are issued, if less than 100%;

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

            (19) whether the Securities will be convertible into or exchangeable
for any securities of any Person and, if so, the terms and conditions of the
conversion or exchange;

            (20) any modification of, addition to or provision in lieu of any of
the subordination provisions of Article XIII;

            (21) the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to any other indebtedness of the
Corporation, including, without


                                       9

limitation, any other series of Securities, whether such other series of
Securities are outstanding or not;

            (22) if the Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered; and

            (23) 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. Not
all Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, 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 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.


                                       10

            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 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.


                                       11

            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 15.04 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 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


                                       12

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, 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 II. 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


                                       13

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 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


                                       14

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 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


                                       15

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 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 15.04 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.


                                       16

            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 15.04 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 15.04 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.

            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.


                                       17

            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 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


                                       18

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 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.


                                       19

            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 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


                                       20

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 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


                                       21

(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 2002, an Officers' Certificate, stating whether or
not to the best knowledge of the signers thereof the Corporation 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 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.


                                       22

            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 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


                                       23

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, 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 Corporation and its consolidated Subsidiaries less (i) all current
liabilities and (ii) goodwill, trade names, patents, unamortized 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


                                       24

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 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:


                                       25

            (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 "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


                                       26

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).

            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 Trust Indenture Act of 1939 and 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;


                                       27

            (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;

            (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 July 15, 2003 and on or before July 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 May 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.

                                   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


                                       28

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 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


                                       29

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 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


                                       30

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, 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.


                                       31

            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 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


                                       32

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 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 VI 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


                                       33

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 VI 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 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


                                       34

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 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:


                                       35

            (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 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


                                       36

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 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


                                       37

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
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


                                       38

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 or Section 310(a)(5) of the Trust Indenture Act of 1939, 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 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


                                       39

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 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


                                       40

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 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) and Section 311(b) 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


                                       41

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 IX, 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 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.


                                       42

            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 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


                                       43

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 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


                                       44

other action authorized to be taken by Securityholders pursuant to any of the
provisions of Article VI;

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

            (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 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


                                       45

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 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


                                       46

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 XI
hereof;

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


                                       47

            (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 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.


                                       48

            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 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 X shall comply with the Trust Indenture Act of 1939.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article X, 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 X.

            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


                                       49

Article X 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
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 XI.

            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.


                                       50

            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, 2003,
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 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 and 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 15.04, 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)


                                       51

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

                        (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


                                       52

            (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(1)(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 Sections 12.01 and 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 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


                                       53

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.

                           SUBORDINATION OF SECURITIES

            SECTION 13.01 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The
Corporation covenants and agrees, and each Holder of a Security of any series,
by such Holder's acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article (subject to
Article XII), the payment of the principal of and interest on each and all of
the Securities is hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness.

            This Article XIII shall constitute a continuing offer to all persons
who become holders of, or continue to hold, Senior Indebtedness, and such
provisions are made for the benefit of the holders of Senior Indebtedness and
such holders are made obligees hereunder and any one or more of them may enforce
such provisions. Holders of Senior Indebtedness need not prove reliance on the
subordination provisions hereof.

            SECTION 13.02 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon
any payment or distribution of assets of the Corporation to creditors upon (a)
any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Corporation or to its assets, or (b) any liquidation,
dissolution or other winding up of the Corporation, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other marshalling of assets or
liabilities of the Corporation, then and in any such event specified in clause
(a), (b) or (c) above (each such event, if any, herein sometimes being referred
to as a "Proceeding"):

            (a) the holders of Senior Indebtedness shall be entitled to receive
payment in full in cash of all amounts due on or to become due on or in respect
of all Senior Indebtedness before the Holders of the Securities are entitled to
receive any payment or distribution of any kind or character, whether in cash,
property or securities (including any payment or distribution otherwise payable
or deliverable to Holders of the Securities in respect of any indebtedness of
the Corporation subordinated to the Securities, such payment or distribution
being hereinafter referred to as a "Junior Subordinated Payment"), on account of
the principal of or interest on the


                                       54

Securities or on account of any purchase, redemption or other acquisition of
Securities by the Corporation, any Subsidiary of the Corporation, the Trustee or
any Paying Agent (all such payments, distributions, purchases, redemptions and
acquisitions, whether or not in connection with a Proceeding, being herein
referred to, individually and collectively, as "Securities Payment"); and

            (b) any payment or distribution of assets of the Corporation of any
kind or character, whether in cash, property or securities, by set-off or
otherwise, to which the Holders of the Securities or the Trustee would be
entitled but for the provisions of this Article (including, without limitation,
any Junior Subordinated Payment) shall be paid by the liquidating trustee or
agent or other Person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full in cash of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment to the holders of such Senior
Indebtedness.

            In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior
Indebtedness is paid in full or payment thereof provided for in cash, then and
in such event such Securities Payment shall be held in trust for the benefit of
the holders of the Senior Indebtedness and shall be paid over or delivered to
the trustee or trustees under any indenture pursuant to which such Senior
Indebtedness may have been issued, or, if there is no such trustee or trustees,
to the holders of the Senior Indebtedness, for application to the payment of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Corporation provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock is or which securities are subordinated in right of payment to all then
outstanding Senior Indebtedness to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article. The consolidation of the Corporation with, or the merger of the
Corporation into, another Person or the liquidation or dissolution of the
Corporation following the conveyance or transfer of all or substantially all of
its properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article XI shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Corporation is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article XI.


                                       55

            SECTION 13.03 NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT. In the
event that any Senior Payment Default (as defined below) shall have occurred,
then no Securities Payment shall be made, nor shall any property of the
Corporation or any Subsidiary of the Corporation be applied to the purchase,
acquisition, retirement or redemption of Securities, unless and until such
Senior Payment Default shall have been cured or waived in writing or shall have
ceased to exist or all amounts then due and payable in respect of such Senior
Indebtedness (including amounts that have become and remain due by acceleration)
shall have been paid in full in cash. "Senior Payment Default" means any default
in the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness when due, whether on the Maturity Date for any such payment or by
declaration of acceleration, call for redemption, mandatory payment or
prepayment or otherwise.

            In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Corporation
and the Trustee of written notice of such Senior Nonmonetary Default from the
holder of such Senior Indebtedness (or the agent, trustee or representative
thereof), no Securities Payment shall be made, nor shall any property of the
Corporation or any Subsidiary of the Corporation be applied to the purchase,
acquisition, retirement or redemption of Securities, during the period (the
"Payment Blockage Period") commencing on the date of receipt of such written
notice and ending (subject to any blockage of payments that may then or
thereafter be in effect as the result of any Senior Payment Default) on the
earlier of (i) the date on which the Senior Indebtedness to which such Senior
Nonmonetary Default relates is discharged or such Senior Nonmonetary Default
shall have been cured or waived in writing or shall have ceased to exist and any
acceleration of Senior Indebtedness to which such Senior Nonmonetary Default
relates shall have been rescinded or annulled or (ii) the 179th day after the
date of such receipt of written notice. No more than one Payment Blockage Period
may be commenced with respect to the Securities during any period of 360
consecutive days and there shall be a period of at least 181 consecutive days in
each period of 360 consecutive days when no Payment Blockage Period is in
effect. Following the commencement of any Payment Blockage Period, the holders
of any Senior Indebtedness will be precluded from commencing a subsequent
Payment Blockage Period until the conditions set forth in the preceding sentence
are satisfied. For all purposes of this paragraph, no Senior Nonmonetary Default
that existed or was continuing on the date of commencement of any Payment
Blockage Period with respect to the Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis for the commencement of a
subsequent Payment Blockage Period by holders of Senior Indebtedness or their
representatives unless such Senior Nonmonetary Default shall have been cured for
a period of not less than 90 consecutive days. "Senior Nonmonetary Default"
means the occurrence or existence and continuance of any default (other than a
Senior Payment Default) or any event which, after notice or lapse of time (or
both), would become an Event of Default (other than a Senior Payment Default)
under the terms of any instrument or agreement pursuant to which any Senior
Indebtedness is outstanding, permitting (after notice or lapse of time or both)
one or more holders of such Senior Indebtedness (or a trustee or agent on behalf
of the holders thereof) to declare such Senior Indebtedness due and payable
prior to the date on which it would otherwise become due and payable.

            In the event that, notwithstanding the foregoing, the Corporation
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior
to the time of such payment, have been made


                                       56

known to the Trustee or, as the case may be, such Holder, then and in such event
such Securities Payment shall be held in trust for the benefit of the holders of
the Senior Indebtedness and shall be paid over or delivered to the trustee or
trustees under any indenture pursuant to which such Senior Indebtedness may have
been issued, or, if there is no such trustee or trustees, to the holders of the
Senior Indebtedness, for application to the payment of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.

            The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 13.02 hereof would be applicable.

            SECTION 13.04 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall
prevent the Corporation, at any time except during the pendency of any
Proceeding referred to in Section 13.02 hereof or under the conditions described
in Section 13.03 hereof, from making Securities Payments.

            SECTION 13.05 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS. Subject to the payment in full in cash of all Senior Indebtedness,
the Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Corporation which by its express terms is
subordinated to indebtedness of the Corporation to substantially the same extent
as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of and interest on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as among the Corporation, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Corporation to or on account of the
Senior Indebtedness.

            SECTION 13.06 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Indebtedness on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Corporation, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the
Corporation, which is absolute and unconditional (and which, subject to the
rights under this Article of the holders of Senior Indebtedness, is intended to
rank equally with all other general obligations of the Corporation), to pay to
the Holders of the Securities the principal of and interest on the Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Corporation of the Holders of the
Securities and creditors of the Corporation other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior


                                       57

Indebtedness to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

            SECTION 13.07 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Security by such Holder's acceptance thereof authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes, including,
in the event of any dissolution, winding-up, liquidation or reorganization of
the Corporation whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of the Corporation owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved. If the Trustee
does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of the Senior Indebtedness and their
agents, trustees or other representatives are authorized to do so (but shall in
no event be liable for any failure to do so) for and on behalf of the Holders of
the Securities.

            SECTION 13.08 NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Corporation or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the
Corporation with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) permit the Corporation to borrow, repay
and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iv) release any Person liable in any manner for
the collection of Senior Indebtedness; (v) exercise or refrain from exercising
any rights against the Corporation and any other Person; and (vi) apply any sums
received by them to Senior Indebtedness.

            SECTION 13.09 NOTICE TO TRUSTEE. The Corporation shall give prompt
written notice to the Trustee of any fact known to the Corporation which would
prohibit the making of any payments to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Corporation, any holder of Senior Indebtedness or from any trustee, fiduciary or
agent therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 7.01 hereof, shall be entitled in


                                       58

all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of or interest on any Security), then, anything herein
contained to the contrary notwithstanding, but without limiting the rights and
remedies of the holders of Senior Indebtedness or any trustee, fiduciary or
agent therefor, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date. Any notice required or permitted to
be given to the Trustee by a holder of Senior Indebtedness or by any agent,
trustee or representative thereof shall be in writing and shall be sufficient
for every purpose hereunder if in writing and either (i) sent via facsimile to
the Trustee, the receipt of which shall be confirmed via telephone, or (ii)
mailed, first class postage prepaid, or sent by overnight carrier, to the
Trustee addressed to its Corporate Trust Office or to any other address
furnished in writing to such holder of Senior Indebtedness by the Trustee.

            Subject to the provisions of Section 7.01 hereof, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee, fiduciary or agent
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

            Notwithstanding anything else contained herein, no notice, request
or other communication to or with the Trustee shall be deemed given unless
received by a Responsible Officer at the Corporate Trust Office.

            SECTION 13.10 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Corporation
referred to in this Article, the Trustee, subject to the provisions of Section
7.01 hereof, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Corporation, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article, provided that the foregoing shall
apply only if such court has been apprised of the provisions of this Article.


                                       59

            SECTION 13.11 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Corporation or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

            SECTION 13.12 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

            Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.06 hereof.

            SECTION 13.13 ARTICLE APPLICABLE TO PAYING AGENTS. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Corporation and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Section 13.11
hereof shall not apply to the Corporation or any Affiliate of the Corporation if
it or such Affiliate acts as Paying Agent.

                                  ARTICLE XIV.

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

            SECTION 14.01 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.

                                   ARTICLE XV.

                            MISCELLANEOUS PROVISIONS.

            SECTION 15.01 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


                                       60

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 15.02 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 15.03 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.

            SECTION 15.04 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.

            SECTION 15.05 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.


                                       61

            SECTION 15.06 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 15.07 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 15.08 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 15.09 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" 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 15.10 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.


                                       62

            SECTION 15.11 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.

            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:_________________________________

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

                  On the _____ day of _________________, 2002, 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


                                       64

STATE OF ____________              )
                                   ) ss.:
COUNTY OF __________               )

                  On the _____ day of _________________, 2002, 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


                                       65

                                                                     EXHIBIT 4.3

                              CERTIFICATE OF TRUST
                                       OF
                             VISTEON CAPITAL TRUST I

            THIS CERTIFICATE OF TRUST OF VISTEON CAPITAL TRUST I (the "Trust")
is being duly executed and filed by Bank One Delaware, Inc., a Delaware
corporation, Bank One Trust Company, N.A., a national banking association, and
Mary Winston, an individual, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

            1.    NAME. The name of the business trust formed hereby is Visteon
                  Capital Trust I.

            2.    DELAWARE TRUSTEE. The name and business address of the trustee
                  of the Trust in the State of Delaware is Bank One Delaware,
                  Inc., Three Christina Centre, 201 N. Walnut Street,
                  Wilmington, DE 19801.

            3.    EFFECTIVE DATE. This Certificate of Trust shall be effective
                  upon filing with the Secretary of State of the State of
                  Delaware.

            IN WITNESS WHEREOF, the undersigned have executed, in one or more
counterparts, this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.


                                         BANK ONE DELAWARE, INC.,
                                             as Trustee

                                         By:/s/ Sandra L. Caruba
                                             Name:  Sandra L. Caruba
                                             Title: Vice President


                                         BANK ONE TRUST COMPANY, N.A.,
                                             as Trustee

                                         By:/s/ Sandra L. Caruba
                                             Name:  Sandra L. Caruba
                                             Title: Vice President

                                         /s/ Mary Winston
                                         MARY WINSTON, as Trustee

                                                                     EXHIBIT 4.4

                                 TRUST AGREEMENT


                  This TRUST AGREEMENT, dated as of April 1, 2002 (this "Trust
Agreement"), among (i) Visteon Corporation, a Delaware corporation (the
"Depositor"); (ii) Bank One Delaware, Inc., a Delaware corporation, as Delaware
trustee (the "Delaware Trustee"); (iii) Bank One Trust Company, N.A., a national
banking association, as Property trustee; and (iv) Mary Winston, an individual,
as trustee (each of such trustees in (ii), (iii) and (iv) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:

                  1. The trust created hereby (the "Trust") shall be known as
"Visteon Capital Trust I" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby, make
and execute contracts, and sue and be sued.

                  2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of Ten Dollars ($10.00). The Trustees hereby
acknowledge receipt of such amount from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that they will
hold the trust estate for the Depositor subject to the terms hereof. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in accordance with the provisions of the Business
Trust Act.

                  3. The Depositor and the Trustees will enter into an Amended
and Restated Trust Agreement (herein, the "Amended and Restated Trust
Agreement"), satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such Amended and Restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
and necessary to effect the transactions contemplated herein.

                  4. The Depositor, as the agent of the Trust, is hereby
authorized (i) to file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) the
Registration Statement on Form S-3 (the "1933 Act Registration Statement")
(including any pre-effective or post-effective amendments to the 1933 Act
Registration Statement) relating to the registration under the Securities Act of
1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust and
certain other securities; (b) any preliminary prospectus or prospectus or
supplement thereto relating to the Preferred Securities required to be filed
pursuant to Rule 424 under the 1933 Act; and (c) a Registration Statement on






Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange or any other exchange
(each, an "Exchange") and execute on behalf of the Trust one or more listing
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository for the Preferred Securities of the Trust; and (v) to execute on
behalf of the Trust one or more underwriting agreements relating to the
Preferred Securities, among the Trust, the Depositor and the underwriter(s)
named therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i),
(ii) and (iii) above is required by the rules and regulations of the Commission,
an Exchange or state securities or blue sky laws, to be executed on behalf of
the Trust by one or more of the Trustees, each of the Trustees, in its or her
capacity as a trustee of the Trust, is hereby authorized and, to the extent so
required, directed to join in any such filing and to execute on behalf of the
Trust any and all of the foregoing, it being understood that Bank One Delaware,
Inc. and Bank One Trust Company, N.A., in their capacity as trustees of the
Trust shall not be required to join in any such filing or execute on behalf of
the Trust any such document unless required by the rules and regulations of the
Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Mary Winston, as a trustee
and not in her individual capacity, hereby constitute and appoint Peter J.
Pestillo, Stacy L. Fox and Daniel R. Coulson and each of them, as its and their
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or such Trustee or in the Depositor's or
such Trustees' name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, the Exchange and administrators of the state securities or
blue sky laws, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

                  5. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty (30) days' prior notice
to the Depositor. The Delaware Trustee shall not be entitled to exercise


                                       2



any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of any other Trustee, or any of the duties and responsibilities
of the Trustees generally, set forth herein. The Delaware Trustee shall be one
of the trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Business Trust Act and for
taking such actions as are required to be taken by a Delaware trustee under the
Delaware Business Trust Act.

                  6. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to "conflict
of laws" principles).

                  7.       (a) The Trustees and their officers, directors,
         agents and servants (collectively, the "Fiduciary Indemnified Persons")
         shall not be liable, responsible or accountable in damages or otherwise
         to the Trust, the Depositor, the Trustees or any holder of the
         Preferred Securities (the Trust, the Depositor and any holder of the
         Preferred Securities being a "Covered Person") for any loss, damage or
         claim incurred by reason of any act or omission performed or omitted by
         the Fiduciary Indemnified Persons in good faith on behalf of the Trust
         and in a manner the Fiduciary Indemnified Persons reasonably believed
         to be within the scope of authority conferred on the Fiduciary
         Indemnified Persons by this Trust Agreement or by law, except that the
         Fiduciary Indemnified Persons shall be liable for any such loss, damage
         or claim incurred by reason of the Fiduciary Indemnified Person's gross
         negligence or willful misconduct with respect to such acts or
         omissions.

                           (b) The Fiduciary Indemnified Persons shall be fully
         protected in relying in good faith upon the records of the Trust and
         upon such information, opinions, reports or statements presented to the
         Trust by any person as to matters the Fiduciary Indemnified Persons
         reasonably believe are within such other person's professional or
         expert competence and who has been selected with reasonable care by or
         on behalf of the Trust, including information, opinions, reports or
         statements as to the value and amount of the assets, liabilities,
         profits, losses, or any other facts pertinent to the existence and
         amount of assets from which distributions to holders of Preferred
         Securities might properly be paid.

                           (c) The Depositor agrees, to the fullest extent
         permitted by applicable law, (i) to indemnify and hold harmless each
         Fiduciary Indemnified Person from and against any loss, damage,
         liability, tax, penalty, expense or claim of any kind or nature
         whatsoever incurred by the Fiduciary Indemnified Persons by reason of
         the creation, operation or termination of the Trust in a manner the
         Fiduciary Indemnified Persons reasonably believed to be within the
         scope of authority conferred on the Fiduciary Indemnified Persons by
         this Trust Agreement, except that no Fiduciary Indemnified Persons
         shall be entitled to be indemnified in respect of any loss, damage,
         liability, tax, penalty, expense or claim incurred by the Fiduciary
         Indemnified Persons by reason of gross negligence or willful misconduct
         with respect to such acts or omissions, and (ii) to advance expenses
         (including legal fees) incurred by a Fiduciary Indemnified Person in
         defending any claim, demand, action, suit or proceeding, from time to
         time, prior to the final disposition of such claim, demand, action,
         suit or proceeding, upon receipt by the Trust of an undertaking by or
         on behalf of such Fiduciary Indemnified Persons to repay


                                       3



         such amount if it shall be determined that such Fiduciary Indemnified
         Person is not entitled to be indemnified as authorized in the preceding
         subsection.

                           (d) The provisions of Section 7 shall survive the
         resignation or removal of the Fiduciary Indemnified Persons or the
         termination of this Trust Agreement.

                  8. This Trust Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.

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



                                                VISTEON CORPORATION,
                                                as Depositor


                                                By:/s/ Darren R. Wells
                                                    Name: Darren R. Wells
                                                    Title: Assistant Treasurer



                                                BANK ONE DELAWARE, INC.,
                                                    as Trustee


                                                By:/s/ Sandra L. Caruba
                                                    Name:  Sandra L. Caruba
                                                    Title: Vice President



                                                BANK ONE TRUST COMPANY, N.A.,
                                                    as Trustee


                                                By:/s/ Sandra L. Caruba
                                                    Name:  Sandra L. Caruba
                                                    Title: Vice President



                                                /s/ Mary Winston
                                                MARY WINSTON, as Trustee

                                       4

                                                                     EXHIBIT 4.5

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                        VISTEON CORPORATION, AS DEPOSITOR

                BANK ONE TRUST COMPANY, N.A., AS PROPERTY TRUSTEE

                  BANK ONE DELAWARE, INC., AS DELAWARE TRUSTEE

                 AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                        DATED AS OF _____________________

                             VISTEON CAPITAL TRUST I

                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                
ARTICLE 1 DEFINED TERMS
         Section 1.1.      DEFINITIONS...........................................................................    1

ARTICLE 2 CONTINUATION OF THE TRUST
         Section 2.1.      NAME..................................................................................   10
         Section 2.2.      OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS...........................   10
         Section 2.3.      INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.......................   11
         Section 2.4.      ISSUANCE OF THE PREFERRED SECURITIES..................................................   11
         Section 2.5.      ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES............   11
         Section 2.6.      DECLARATION OF TRUST..................................................................   12
         Section 2.7.      AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS......................................   12
         Section 2.8.      ASSETS OF THE TRUST...................................................................   16
         Section 2.9.      TITLE TO TRUST PROPERTY...............................................................   16

ARTICLE 3 PAYMENT ACCOUNT
         Section 3.1.      PAYMENT ACCOUNT.......................................................................   16

ARTICLE 4 DISTRIBUTIONS; REDEMPTION
         Section 4.1.      DISTRIBUTIONS.........................................................................   16
         Section 4.2.      REDEMPTION............................................................................   17
         Section 4.3.      RANKING OF COMMON SECURITIES..........................................................   20
         Section 4.4.      PAYMENT PROCEDURES....................................................................   20
         Section 4.5.      TAX RETURNS AND REPORTS...............................................................   20
         Section 4.6.      PAYMENT OF EXPENSES OF THE TRUST......................................................   21
         Section 4.7.      PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS................................   21
         Section 4.8.      Conversion............................................................................   21

ARTICLE 5 TRUST SECURITIES CERTIFICATES
         Section 5.1.      INITIAL OWNERSHIP.....................................................................   23
         Section 5.2.      THE TRUST SECURITIES CERTIFICATES.....................................................   23
         Section 5.3.      EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES...............................   24
         Section 5.4.      REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES CERTIFICATES............   24
         Section 5.5.      MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES....................   25
         Section 5.6.      PERSONS DEEMED HOLDERS................................................................   25
         Section 5.7.      ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES........................................   25



                                       -i-

                                                                                                                 
         Section 5.8.      MAINTENANCE OF OFFICE OR AGENCY.......................................................   25
         Section 5.9.      APPOINTMENT OF PAYING AGENT...........................................................   26
         Section 5.10.     OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR...........................................   26
         Section 5.11.     BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES CERTIFICATE...........   26
         Section 5.12.     NOTICES TO CLEARING AGENCY............................................................   27
         Section 5.13.     DEFINITIVE PREFERRED SECURITIES CERTIFICATES..........................................   27
         Section 5.14.     RIGHTS OF HOLDERS; DIRECT ACTIONS AND WAIVERS OF PAST DEFAULTS........................   28
         Section 5.15.     CUSIP NUMBERS.........................................................................   30

ARTICLE 6 ACTS OF HOLDERS; MEETINGS; VOTING
         Section 6.1.      LIMITATIONS ON VOTING RIGHTS..........................................................   31
         Section 6.2.      NOTICE OF MEETINGS....................................................................   32
         Section 6.3.      MEETINGS OF HOLDERS OF THE PREFERRED SECURITIES.......................................   32
         Section 6.4.      VOTING RIGHTS.........................................................................   32
         Section 6.5.      PROXIES, ETC..........................................................................   32
         Section 6.6.      HOLDER ACTION BY WRITTEN CONSENT......................................................   33
         Section 6.7.      RECORD DATE FOR VOTING AND OTHER PURPOSES.............................................   33
         Section 6.8.      ACTS OF HOLDERS.......................................................................   33
         Section 6.9.      INSPECTION OF RECORDS.................................................................   34

ARTICLE 7 REPRESENTATIONS AND WARRANTIES
         Section 7.1.      REPRESENTATIONS AND WARRANTIES OF THE  PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE......   34
         Section 7.2.      REPRESENTATIONS AND WARRANTIES OF DEPOSITOR...........................................   35

ARTICLE 8 THE TRUSTEES
         Section 8.1.      CERTAIN DUTIES AND RESPONSIBILITIES...................................................   36
         Section 8.2.      CERTAIN NOTICES.......................................................................   38
         Section 8.3.      CERTAIN RIGHTS OF PROPERTY TRUSTEE....................................................   38
         Section 8.4.      TRUSTEES NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.......................   40
         Section 8.5.      TRUSTEES MAY HOLD SECURITIES..........................................................   40
         Section 8.6.      COMPENSATION; INDEMNITY; FEES.........................................................   40
         Section 8.7.      CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES..........................   41
         Section 8.8.      CONFLICTING INTERESTS.................................................................   42
         Section 8.9.      CO-TRUSTEES AND SEPARATE TRUSTEE......................................................   42
         Section 8.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................   44
         Section 8.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................   45
         Section 8.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION  TO BUSINESS..........................   46
         Section 8.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST  DEPOSITOR OR TRUST.........................   46
         Section 8.14.     TRUSTEE MAY FILE PROOFS OF CLAIM......................................................   46
         Section 8.15.     REPORTS BY PROPERTY TRUSTEE...........................................................   47



                                      -ii-

                                                                                                                 
         Section 8.16.     REPORTS TO THE PROPERTY TRUSTEE.......................................................   48
         Section 8.17.     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT......................................   48
         Section 8.18.     NUMBER OF TRUSTEES....................................................................   48
         Section 8.19.     DELEGATION OF POWER...................................................................   48

ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER
         Section 9.1.      DISSOLUTION UPON EXPIRATION DATE......................................................   49
         Section 9.2.      EARLY DISSOLUTION.....................................................................   49
         Section 9.3.      DISSOLUTION...........................................................................   49
         Section 9.4.      LIQUIDATION...........................................................................   49
         Section 9.5.      MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF TRUST.......................   51

ARTICLE 10 MISCELLANEOUS PROVISIONS
         Section 10.1.     LIMITATION OF RIGHTS OF HOLDERS.......................................................   52
         Section 10.2.     AMENDMENT.............................................................................   52
         Section 10.3.     SEPARABILITY..........................................................................   53
         Section 10.4.     GOVERNING LAW.........................................................................   53
         Section 10.5.     PAYMENTS DUE ON NON-BUSINESS DAY......................................................   54
         Section 10.6.     SUCCESSORS............................................................................   54
         Section 10.7.     HEADINGS..............................................................................   54
         Section 10.8.     REPORTS, NOTICES AND DEMANDS..........................................................   54
         Section 10.9.     AGREEMENT NOT TO PETITION.............................................................   55
         Section 10.10.    TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT................................   55
         Section 10.11.    ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AGREEMENT AND INDENTURE.............   55
         Section 10.12.    COUNTERPARTS..........................................................................   56


Exhibit A         Certificate of Trust
Exhibit B         Preferred Securities Certificate
Exhibit C         Common Securities Certificate
[Exhibit D        Notice of Conversion]


                                     -iii-

                             CROSS-REFERENCE TABLE*



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED           SECTION OF AMENDED AND RESTATED TRUST AGREEMENT
                                                          
310(a)(1) and (a)(2)                                         8.7(a)
310(a)(3)                                                    8.9(b)
310(a)(4)                                                    Inapplicable
310(a)(5)                                                    8.7(a)
310(b)                                                       8.8
310(c)                                                       Inapplicable
311(a) and (b)                                               8.13
311(c)                                                       Inapplicable
312(a), (b) and (c)                                          5.7
313(a) and (b)                                               8.15
313(c)                                                       8.15, 10.8
313(d)                                                       8.15(c)
314(a)                                                       8.16
314(b)                                                       Inapplicable
314(c)(1) and (c)(2)                                         8.17
314(c)(3) and (d)                                            Inapplicable
314(e)                                                       1.1, 8.16
314(f)                                                       8.16
315(a)                                                       8.1(a), 8.3(a)
315(b)                                                       8.2, 10.8
315(c)                                                       8.1(d)
315(d)                                                       8.1
315(e)                                                       8.3
316(a)(1)                                                    6.1(b)
316(a)(2)                                                    Inapplicable
316(a) last sentence                                         1.1
316(b)                                                       5.14(c)
316(c)                                                       Inapplicable
317(a)                                                       8.1(c)
317(b)                                                       5.9
318(a)                                                       10.10


- ----------
* This Cross-Reference Table does not constitute part of the Amended and
Restated Trust Agreement and shall not have any bearing upon the interpretation
of any of its terms or provisions.


                                      -iv-

      AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________________ among
(i) Visteon Corporation, a Delaware corporation (including any successors or
assigns, the "Depositor"), (ii) Bank One Trust Company, N.A., a national banking
association, as property trustee (in such capacity, the "Property Trustee"),
(iii) Bank One Delaware, Inc., a Delaware corporation, as Delaware trustee (in
such capacity, the "Delaware Trustee"), (iv) ____________, an individual,
____________, an individual, and ____________, an individual, each of whose
address is c/o Visteon Corporation, 5500 Auto Club Drive, Dearborn, Michigan
48126 (each, an "Administrative Trustee," and collectively, the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee, and the Administrative
Trustees being referred to collectively as the "Trustees"), and (v) the several
Holders, as hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a business trust (the "Trust") pursuant to the Delaware
Business Trust Act (as hereinafter defined) by entering into that certain Trust
Agreement, dated as of ________, 2002 (the "Original Trust Agreement"), and by
the execution and filing by such Trustees with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on ________, 2002, attached
as Exhibit A; and

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

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE 1
                                 DEFINED TERMS

      SECTION 1.1. DEFINITIONS.

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

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

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

      The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";


                                      -1-

      All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles;

      Unless the context otherwise requires, any reference to an "Article," a
"Section" or an "Exhibit" refers to an Article, a Section or an Exhibit, as the
case may be, of or to this Trust Agreement; and

      The words "hereby," "herein," "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

      "Act" has the meaning specified in Section 6.8.

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

      "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust and not in such
individual's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

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

            (b) the institution by such Person of proceedings to be adjudicated
      a bankrupt or insolvent, or the consent by it to the institution of
      bankruptcy or insolvency proceedings against it, or the filing by it of a
      petition or answer or consent seeking reorganization or relief under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law, or the consent by it to the filing of any such petition
      or to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or similar official) of such Person or of any substantial
      part of its property, or the making by it of an


                                      -2-

      assignment for the benefit of creditors, or the admission by it in writing
      of its inability to pay its debts generally as they become due and its
      willingness to be adjudicated a bankrupt, or the taking of corporate
      action by such Person in furtherance of any such action.

      "Bankruptcy Laws" has the meaning specified in Section 10.9.

      "Board of Directors" means the board of directors of the Depositor or the
Pricing Committee of the board of directors of the Depositor (or any other
committee of the board of directors of the Depositor performing similar
functions) or a committee designated by the board of directors of the Depositor
(or any such committee), comprised of two or more members of the board of
directors of the Depositor or officers of the Depositor, or both.

      "Book-Entry Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Book-Entry Preferred Securities.

      "Book-Entry Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.11.

      "Business Day" means a day other than a Saturday or Sunday, or any other
day on which banking institutions in New York, New York, Detroit, Michigan or
Wilmington, Delaware are authorized or required by law or executive order to
remain closed.

      "Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and DTC, as the initial Clearing Agency, dated as of the Closing
Date.

      "Certificate of Trust" has the meaning specified in the recitals hereof,
as amended from time to time.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing
Agency.

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

      "Closing Date" means ________________.

      "Code" means the Internal Revenue Code of 1986, as amended.

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

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


                                      -3-

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

      [Insert, if applicable: "Common Stock" means common stock, $1.00 par value
per share, of the Depositor.]

      [Insert, if applicable: "Conversion Agent" has the meaning specified in
Section 4.08(c).]

      [Insert, if applicable: "Conversion Date" has the meaning specified in
Section 4.08(b).]

      [Insert, if applicable: "Conversion Price" has the meaning specified in
Section 4.08(a).]

      [Insert, if applicable: "Current Market Price", with respect to Common
Stock, means, on any day, the closing sale price, regular way, on such day or,
in case no such sale takes place on such day, the average of the reported
closing bid and asked prices, regular way, in each case on the New York Stock
Exchange, or, if Common Stock is not then listed or admitted to trading on the
New York Stock Exchange on such day, the principal national securities exchange
or quotation system on which Common Stock is quoted or listed or admitted to
trading or, if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, the average of the closing bid and
asked prices of Common Stock on the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service or, if not so available in such manner as
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose or, if not so available in such
manner, as otherwise determined in good faith by the Board of Directors.
"Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located in
___________________, and (ii) when used with respect to the Debenture Trustee,
the principal office of the Debenture Trustee located in _____________________.]

      "Debenture Event of Default" means any "Event of Default" specified in
Section 6.01 of the Indenture.

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

      "Debenture Trustee" means Bank One Trust Company, N.A., a national banking
association, solely in its capacity as trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor trustee appointed as provided in the Indenture.

      "Debentures" means the Depositor's ___________________________________,
issued pursuant to the Indenture.

      "Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (i) Preferred Securities Certificates issued as
Book-Entry Preferred Securities


                                      -4-

Certificates as provided in Section 5.11, and (ii) Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.13.

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

      "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Delaware
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware trustee appointed as herein
provided.

      "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

      "Depositor Bankruptcy Event" means (i) the entry of a decree or order for
relief in respect of the Depositor by a court having jurisdiction in the
premises in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days or (ii) the commencement by
the Depositor of a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or the consent by the Depositor to the entry of a decree
or order for relief in an involuntary case under any such law.

      "Direct Action" has the meaning specified in Section 5.14(c).

      "Distribution Date" has the meaning specified in Section 4.1(a)(i).

      "Distribution Period" means the period of time beginning on any
Distribution Date and ending on the day immediately preceding the next
succeeding Distribution Date.

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "DTC" means The Depository Trust Company.

      "Early Dissolution Event" has the meaning specified in Section 9.2.

      "Event of Default" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

            (a) the occurrence of a Debenture Event of Default; or

            (b) default by the Trust in the payment of any Distribution when it
      becomes due and payable, and continuation of such default for a period of
      30 days; or

            (c) default by the Trust in the payment of any Redemption Price of
      any Trust Security when it becomes due and payable; or


                                      -5-

            (d) default in the performance, or breach, in any material respect,
      of any covenant or warranty of the Trustees in this Trust Agreement (other
      than those specified in clause (b) or (c) above) and continuation of such
      default or breach for a period of 90 days after there has been given, by
      registered or certified mail, to the Trustees and to the Depositor by the
      Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
      Preferred Securities a written notice specifying such default or breach
      and requiring it to be remedied and stating that such notice is a "Notice
      of Default" hereunder; or

            (e) the occurrence of a Bankruptcy Event with respect to the
      Property Trustee if a successor Property Trustee has not been appointed
      within 90 days thereof.

      "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 9.1.

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

      "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and _________________________, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Trust Securities, as amended from time to time.

      "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Business Trust Act.

      "Indenture" means the Subordinated Indenture, dated as of _______________,
2002, between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

      "Investment Company Act" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

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

      "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Debentures to
Holders of Trust Securities in connection with a dissolution and liquidation of
the Trust, Debentures having a principal amount equal to the Liquidation Amount
of the Trust


                                      -6-

Securities of the Holder to whom such Debentures are distributed, and (c) with
respect to any distribution of Additional Amounts to Holders of Trust
Securities, Debentures having a principal amount equal to the Liquidation Amount
of the Trust Securities in respect of which such distribution is made.

      "Liquidation Amount" means the stated amount of $______ per Trust
Security.

      "Liquidation Date" means the date the Debentures are to be distributed
pursuant to Section 9.4.

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "Majority in Liquidation Amount of the Preferred Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Preferred Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the case may be.

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

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman of the Board of Directors of such Person, a Vice Chairman
of the Board of Directors of such Person, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of such Person. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Depositor or any Affiliate of the Depositor.

      "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.


                                      -7-

      "Option Securities" has the meaning specified in the Underwriting
Agreement.

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

            (a) Trust Securities theretofore canceled by the Property Trustee or
      delivered to the Property Trustee for cancellation or tendered for
      conversion, if applicable;

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

            (c) Trust Securities that have been paid or in exchange for or in
      lieu of which other Preferred Securities have been executed and delivered
      pursuant to Sections 5.4, 5.5, and 5.11; provided, however, that in
      determining whether the Holders of the requisite Liquidation Amount of the
      Outstanding Preferred Securities have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Preferred
      Securities owned by the Depositor, any Trustee, or any Affiliate of the
      Depositor or any Trustee shall be disregarded and deemed not to be
      Outstanding, except that (a) in determining whether any Trustee shall be
      protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, only Preferred Securities that such
      Trustee knows to be so owned shall be so disregarded, and (b) the
      foregoing shall not apply at any time when all of the outstanding
      Preferred Securities are owned by the Depositor, one or more of the
      Trustees, one or more of the Administrative Trustees and/or any such
      Affiliate. Preferred Securities so owned that have been pledged in good
      faith may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Administrative Trustees the pledgee's right so to act
      with respect to such Preferred Securities and that the pledgee is not the
      Depositor or any Affiliate of the Depositor.

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

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be _________________.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with ______________ in its trust
department for the benefit of the Holders in which all amounts paid in respect
of the Debentures will be held and from which the Property Trustee, through the
Paying Agent, shall make payments to the Holders in accordance with Sections 4.1
and 4.2.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust,


                                      -8-

unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

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

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

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures.

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Responsible Officer" means, with respect to any Trustee, the President,
any Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, or
any Trust Officer or Assistant Trust Officer of such Trustee.

      "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

      "Time of Delivery" has the meaning specified in the Underwriting
Agreement.

      "Trust" means the Delaware business trust known as "Visteon Capital Trust
I" which was created on ________, 2002 under the Delaware Business Trust Act
pursuant to the Original Trust Agreement and the filing of the Certificate of
Trust, and continued pursuant to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof,


                                      -9-

including (i) all exhibits, and (ii) for all purposes of this Trust Agreement
and any such modification, amendment or supplement, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Trust Agreement
and any such modification, amendment or supplement, respectively.

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

      "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account, and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

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

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

      "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 200_, among the Trust, the Depositor and ______________________, as
representative of the underwriters named therein, and shall also include any
related pricing agreement.

                                   ARTICLE 2
                            CONTINUATION OF THE TRUST

      SECTION 2.1. NAME.

      The trust continued hereby shall be known as "Visteon Capital Trust I," as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders and the other Trustees, in which name
the Administrative Trustees and the other Trustees may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued on behalf of the Trust.

      SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

      The address of the Delaware Trustee in the State of Delaware is
___________________________________, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Trust is 5500 Auto Club Drive, Dearborn, Michigan 48126.


                                      -10-

      SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                   EXPENSES.

      The Trustees acknowledge receipt from the Depositor in connection with the
Original Trust Agreement of the sum of $10, which constituted the initial Trust
Property. The Depositor shall pay organizational expenses of the Trust as they
arise or shall, upon request of any Trustee, promptly reimburse such Trustee for
any such expenses paid by such Trustee. The Depositor shall make no claim upon
the Trust Property for the payment of such expenses.

      SECTION 2.4. ISSUANCE OF THE PREFERRED SECURITIES.

      (a) On ___________, 200__, the Depositor, both on its own behalf and on
behalf of the Trust pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.3 and deliver to the
Underwriters named in the Underwriting Agreement a Preferred Securities
Certificate, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of _____________ Preferred Securities having an
aggregate Liquidation Amount of $______________, against payment of the purchase
price therefor in immediately available funds, which funds such Administrative
Trustee shall promptly deliver to the Property Trustee.

      (b) Upon the exercise of the overallotment option as provided in the
Underwriting Agreement, at the Time of Delivery for the Option Securities, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement
a Preferred Securities Certificate, registered in the name of the nominee of the
initial Clearing Agency, in an aggregate amount equal to the Option Securities
purchased thereby, not to exceed _______ of Preferred Securities having an
aggregate Liquidation Amount of $______________, against payment of the purchase
price therefor in immediately available funds, which funds such Administrative
Trustee shall promptly deliver to the Property Trustee.

      SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
                   OF DEBENTURES.

      (a) Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.3 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
___________ Common Securities having an aggregate Liquidation Amount of
$____________ against payment by the Depositor of the purchase price therefor in
immediately available funds, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf the Trust, shall subscribe to and purchase
from the Depositor Debentures registered in the name of the Trust and having an
aggregate principal amount equal to $____________ and shall deliver to the
Depositor the purchase price therefor (being the sum of the amounts delivered to
the Property Trustee pursuant to (i) the second sentence of Section 2.4(a) and
(ii) the first sentence of this Section 2.5(a)).


                                      -11-

      (b) Upon the exercise of the overallotment option as provided in the
Underwriting Agreement, at the Time of Delivery for the Option Securities, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.3 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount equal to _____%
of the Option Securities purchased thereby not to exceed ________ Common
Securities having an aggregate Liquidation Amount of $____________ against
payment by the Depositor of the purchase price therefor in immediately available
funds, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee. Contemporaneously therewith, an Administrative Trustee, on
behalf the Trust, shall subscribe to and purchase from the Depositor Debentures
registered in the name of the Trust and having an aggregate principal amount
equal to the purchase price therefor and shall deliver to the Depositor the
purchase price therefor (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4(b) and (ii) the first
sentence of this Section 2.5(b)).

      SECTION 2.6. DECLARATION OF TRUST.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and (c) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property upon and subject to the
conditions set forth herein for the benefit of the Trust and the Holders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Property Trustee or the Administrative Trustees, or any
of the duties and responsibilities of the Trustees generally, set forth herein.
The Delaware Trustee shall be one of the trustees of the Trust for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Business Trust Act and for taking such actions as are required to be
taken by a Delaware trustee under the Delaware Business Trust Act.

      SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

      (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:

            (i) As among the Trustees, the Administrative Trustees shall have
      the power and authority to act on behalf of the Trust with respect to the
      following matters:

                  (A) the issuance and sale of the Trust Securities;


                                      -12-

                  (B) to cause the Trust to enter into, and to execute, deliver
            and perform on behalf of the Trust, the Certificate Depository
            Agreement and such other agreements as may be necessary or desirable
            in connection with the purposes and function of the Trust;

                  (C) assisting in the registration of the Preferred Securities
            under the Securities Act and under state securities or blue sky
            laws, and the qualification of this Trust Agreement under the Trust
            Indenture Act;

                  (D) assisting in the listing of the Preferred Securities upon
            such securities exchange or exchanges as shall be determined by the
            Depositor, with the registration of the Preferred Securities under
            the Exchange Act, if required, and with the preparation and filing
            of all periodic and other reports and other documents pursuant to
            the foregoing;

                  (E) assisting in the sending of notices (other than notices of
            default) and other information regarding the Trust Securities and
            the Debentures to the Holders in accordance with this Trust
            Agreement;

                  (F) the appointment of a Paying Agent and Securities Registrar
            in accordance with this Trust Agreement;

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

                  (H) execution of the Trust Securities on behalf of the Trust
            in accordance with this Trust Agreement;

                  (I) execution and delivery of closing certificates, if any,
            pursuant to the Underwriting Agreement and this Trust Agreement and
            application for a taxpayer identification number for the Trust;

                  (J) unless otherwise required by the Delaware Business Trust
            Act or the Trust Indenture Act, to execute on behalf of the Trust
            (either acting alone or together with any or all of the
            Administrative Trustees) any documents that the Administrative
            Trustees have the power to execute pursuant to this Trust Agreement;
            and

                  (K) the taking of any action incidental to the foregoing as
            the Trustees may from time to time determine is necessary or
            advisable to give effect to the terms of this Trust Agreement.

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

                  (A) the establishment of the Payment Account;


                                      -13-

                  (B) the receipt of the Debentures;

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

                  (D) the distribution through the Paying Agent of amounts
            distributable to the Holders in respect of the Trust Securities;

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

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

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

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

                  (I) after an Event of Default (other than under paragraph
            (b),(c), (d) or (e) of the definition of such term if such Event of
            Default is by or with respect to the Property Trustee) the taking of
            any action incidental to the foregoing as the Property Trustee may
            from time to time determine is necessary or advisable to give effect
            to the terms of this Trust Agreement and protect and conserve the
            Trust Property for the benefit of the Holders (without consideration
            of the effect of any such action on any particular Holder); and

                  (J) except as otherwise provided in this Section 2.7(a)(ii),
            the Property Trustee shall have none of the duties, liabilities,
            powers or the authority of the Administrative Trustees set forth in
            Section 2.7(a)(i).

      (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transactions except as expressly provided herein or contemplated
hereby. In particular, the Trustees (acting on behalf of the Trust) shall not
(i) acquire any investments or engage in any activities not authorized by this
Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Holders, except as expressly provided herein, (iii) take any action
that would reasonably be expected to cause the Trust to become taxable as a
corporation or classified as other than a grantor trust for United States
Federal income tax purposes, (iv) incur any indebtedness for borrowed money or
issue any other debt, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) invest any proceeds
received by the Trust from holding the Debentures, but shall distribute all such
proceeds to Holders of Trust Securities pursuant to the


                                      -14-

terms of this Trust Agreement and of the Trust Securities, (vii) acquire any
assets other than the Trust Property, (viii) possess any power or otherwise act
in such a way as to vary the Trust Property, (ix) possess any power or otherwise
act in such a way as to vary the terms of the Trust Securities in any way
whatsoever (except to the extent expressly authorized in this Trust Agreement or
by the terms of the Trust Securities) or (x) issue any securities or other
evidences of beneficial ownership of, or beneficial interest in, the Trust other
than the Trust Securities. The Property Trustee shall defend all claims and
demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Trust or the Holders in their capacity
as Holders.

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

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

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

                  (iii) the preparation for filing by the Trust and execution on
            behalf of the Trust of an application to the New York Stock Exchange
            or any other national stock exchange or the Nasdaq National Market
            or any other automated quotation system for listing upon notice of
            issuance of any Preferred Securities and filing with such exchange
            or self-regulatory organization such notification and documents as
            may be necessary from time to time to maintain such listing;

                  (iv) the negotiation of the terms of, and the execution and
            delivery of, the Underwriting Agreement providing for the sale of
            the Preferred Securities; and

                  (v) the taking of any other actions necessary or desirable to
            carryout any of the foregoing activities.

      (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the Investment Company Act, and will
not be taxable as a corporation or classified as other than a grantor trust for
United States Federal income tax purposes and so that the Debentures will be
treated as indebtedness of the Depositor for United States Federal income tax
purposes. In this connection, the Depositor and the Administrative Trustees are
authorized to take any action, not


                                      -15-

inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that they determine in their discretion to be necessary or desirable
for such purposes, as long as such action does not adversely affect in any
material respect the interests of the Holders of the Outstanding Preferred
Securities. In no event shall the Depositor or the Trustees be liable to the
Trust or the Holders for any failure to comply with this section that results
from a change in law or regulation or in the interpretation thereof.

      SECTION 2.8. ASSETS OF THE TRUST.

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

      SECTION 2.9. TITLE TO TRUST PROPERTY.

      Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee in trust for the benefit of the Trust and the Holders in
accordance with this Trust Agreement.

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

      SECTION 3.1. PAYMENT ACCOUNT.

      (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and its agents shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Trust Agreement. All monies and other property deposited or
held from time to time in the Payment Account shall be held by the Property
Trustee in the Payment Account for the exclusive benefit of the Holders and for
distribution as herein provided, including (and subject to) any priority of
payments provided for herein.

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

                                   ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. DISTRIBUTIONS.

      (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including of Additional Interest, as defined in the Indenture) are made on the
Debentures. Accordingly:


                                      -16-

            (i) Distributions on the Trust Securities shall be cumulative, and
      will accumulate whether or not there are funds of the Trust available for
      the payment of Distributions. Distributions shall accumulate from
      _____________, 200_ and, except in the event (and to the extent) that the
      Depositor exercises its right to defer the payment of interest on the
      Debentures pursuant to the Indenture, shall be payable _________ in
      arrears on the ____ day of ___________ and ___________ of each year,
      commencing on _____________, 200_. If any date on which a Distribution is
      otherwise payable on the Trust Securities is not a Business Day, then the
      payment of such Distribution shall be made on the next succeeding day that
      is a Business Day (and without any interest or other payment in respect of
      any such delay), except that, if such Business Day falls in the next
      calendar year, such payment will be made on the immediately preceding day,
      with the same force and effect as if made on the date on which such
      payment was originally payable (each date on which distributions are
      payable in accordance with this Section 4.1(a), a "Distribution Date").

            (ii) In the event (and to the extent) that the Depositor exercises
      its right under the Indenture to defer the payment of interest on the
      Debentures, Distributions on the Trust Securities shall be deferred but
      shall continue to accumulate. Distributions on the Trust Securities shall
      be payable at a rate of ______% per annum of the Liquidation Amount of the
      Trust Securities. The amount of Distributions payable for any full period
      shall be computed on the basis of a 360-day year of twelve 30-day months.
      The amount of Distributions for any partial period shall be computed on
      the basis of the actual number of days elapsed in a 360-day year of twelve
      30-day months. The amount of Distributions payable for any period shall
      include the Additional Amounts, if any.

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

      (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date for such Distribution Date, which shall be one Business Day prior to
such Distribution Date; provided, however, that in the event that the Preferred
Securities do not remain in book-entry-only form, the relevant record date for a
Distribution Date shall be the date 15 days prior to such Distribution Date.
Distributions payable on any Trust Securities that are not punctually paid on
any Distribution Date will cease to be payable to the Person in whose name such
Trust Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Trust
Securities are registered on the special record date or other specified date for
determining Holders entitled to such defaulted interest established in
accordance with the Indenture.

      SECTION 4.2. REDEMPTION.

      (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.


                                      -17-

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

            (i) the Redemption Date;

            (ii) the Redemption Price or if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price together with a statement that it is an
      estimate and that the actual Redemption Price will be calculated on the
      third Business Day prior to the Redemption Date (and if an estimate is
      provided, a further notice shall be sent of the actual Redemption Price on
      the date that such Redemption Price is calculated);

            (iii) the CUSIP number or CUSIP numbers of the Preferred Securities
      affected;

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

                  [Insert, if applicable: (v) (A) that a Holder of Preferred
            Securities who desires to convert such Preferred Securities called
            for redemption must satisfy the requirements for conversion
            contained in Section 4.8 below and (B) the Conversion Price;]

            (vi) that on the Redemption Date the Redemption Price will become
      due and payable upon each such Trust Security to be redeemed and that
      Distributions thereon will cease to accumulate on and after said date,
      except as provided in Section 4.2(d) below; and

            (vii) if the Preferred Securities are no longer in book-entry-only
      form, the place or places where the Preferred Securities Certificates are
      to be surrendered for the payment of the Redemption Price.

      (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at stated maturity of the Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption Price.
[Insert, if applicable: The Property Trustee shall be fully protected and shall
not incur any liability in making any overpayment or excess deposit with the
Clearing Agency on any Redemption Date which may arise as a result of the
election by a Holder to convert Trust Securities in accordance with Section 4.8
below.]

      (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency
for such Book-Entry Preferred Securities, to the extent


                                      -18-

available therefor, funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Preferred Securities that are not Book-Entry Preferred Securities, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent, to the extent available therefor, funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Preferred Securities
upon surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of Holders holding Trust Securities so
called for redemption will cease, except the right of such Holders to receive
the Redemption Price and any Distribution payable in respect of the Trust
Securities on or prior to the Redemption Date, but without interest, and such
Trust Securities will cease to be outstanding. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day, in each
case, with the same force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of any Trust Securities called for
redemption is improperly withheld or refused and not paid either by the Trust or
by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accumulate, as set forth in Section 7.1, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

      (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Preferred Securities based upon the
relative Liquidation Amounts of such classes. The particular Preferred
Securities to be redeemed shall be selected on a pro rata basis based upon their
respective Liquidation Amounts not more than 60 days prior to the Redemption
Date by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption, provided that so long as the Preferred
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the
Preferred Securities. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
aggregate Liquidation Amount of Preferred Securities that has been or is to be
redeemed.


                                      -19-

      SECTION 4.3. RANKING OF COMMON SECURITIES.

      (a) Payment of Distributions (including any Additional Amounts) on, the
Redemption Price of, and the Liquidation Distribution in respect of, the Trust
Securities, as applicable, shall be made, subject to Section 4.2(e), pro rata
among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the Trust Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date any Event of Default
resulting from a Debenture Event of Default specified in Section 6.01(a) or
6.01(b) of the Indenture shall have occurred and be continuing, no payment of
any Distribution (including any Additional Amounts) on, Redemption Price of, or
Liquidation Distribution in respect of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including any Additional Amounts) on all Outstanding
Preferred Securities for all Distribution Periods terminating on or prior
thereto, or in the case of payment of the Redemption Price the full amount of
such Redemption Price on all Outstanding Preferred Securities then called for
redemption, or in the case of payment of the Liquidation Distribution the full
amount of such Liquidation Distribution on all Outstanding Preferred Securities,
shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Amounts) on, or the Redemption Price of,
the Preferred Securities then due and payable.

      (b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holders of the Common Securities shall have
no right to act with respect to any such Event of Default under this Trust
Agreement until the effect of all such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated. Until all
such Events of Default under this Trust Agreement with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the Holders of the Common Securities, and only the Holders
of the Preferred Securities will have the right to direct the Property Trustee
to act on their behalf.

      SECTION 4.4. PAYMENT PROCEDURES.

      Payments of Distributions (including any Additional Amounts) in respect of
the Preferred Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds. Payments in respect of the Common Securities shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Holders of the
Common Securities.

      SECTION 4.5. TAX RETURNS AND REPORTS.

      The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States Federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) all Internal Revenue Service forms


                                      -20-

required to be filed in respect of the Trust in each taxable year of the Trust,
and (b) prepare and furnish (or cause to be prepared and furnished) to each
Holder all Internal Revenue Service forms required to be provided by the Trust.
The Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Trustees shall comply with United States Federal withholding and
backup withholding tax laws and information reporting requirements with respect
to any payments to Holders under the Trust Securities.

      SECTION 4.6. PAYMENT OF EXPENSES OF THE TRUST.

      The Depositor shall pay to the Trust, and reimburse the Trust for, the
full amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the Holders of any Preferred Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Preferred Securities or such other similar interests, as the case
may be), including, without limitation, any taxes, duties or other governmental
charges of whatever nature (other than withholding taxes) imposed on the Trust
by the United States or any other taxing authority. Such payment obligation
includes any such costs, expenses or liabilities of the Trust that are required
by applicable law to be satisfied in connection with a dissolution of the Trust.

      SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

      Any amount payable hereunder to any Holder of Preferred Securities (or any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (or Owner) has directly received pursuant to the Indenture
or Section 5.14 of this Trust Agreement.

      [Insert, if applicable: SECTION 4.8. Conversion.

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

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

      (b) In order to convert Trust Securities into Common Stock, the Holder of
such Trust Securities shall submit to the Conversion Agent an irrevocable Notice
of Conversion to convert Trust Securities on behalf of such Holder, together, if
the Trust Securities are represented by


                                      -21-

Definitive Preferred Security Certificates as contemplated by Section 5.13, with
such certificates. The Notice of Conversion shall (x) set forth the number of
Trust Securities to be converted and the name or names, if other than the
Holder, in which the shares of Common Stock should be issued and (y) direct the
Conversion Agent (a) to exchange such Trust Securities for a portion of the
Debentures held by the Property Trustee (at the rate of exchange specified in
the preceding paragraph (a)) and (b) to immediately convert such Debentures, on
behalf of such Holder, into Common Stock (at the conversion rate specified in
the preceding paragraph (a)). The Conversion Agent shall notify the Property
Trustee in writing of the Holder's election to exchange Trust Securities for a
portion of the Debentures held by the Property Trustee and the Property Trustee
shall, upon receipt of such notice, deliver to the Conversion Agent the
appropriate principal amount of Debentures for exchange in accordance with this
Section. The Conversion Agent shall thereupon notify the Depositor of the
Holder's election to convert such Debentures into shares of Common Stock.
Holders of Trust Securities at the close of business on a Distribution payment
record date will be entitled to receive the Distribution paid on such Trust
Securities on the corresponding Distribution Date notwithstanding the conversion
of such Trust Securities following such record date but prior to such
Distribution Date; provided, however, that each Holder of Trust Securities to be
exchanged for Debentures to be converted into Common Stock (other than a Trust
Security called for redemption on a Redemption Date occurring after such record
date and prior to such Distribution Date) shall deliver to the Property Trustee,
for subsequent payment to the Conversion Agent in connection with the exchange
and conversion of such Trust Securities, an amount equal to such Distribution
payable on such Trust Securities on such Distribution Date. The Property Trustee
shall have no liability to any Person with respect to the failure by any Holder
of a Trust Security to deliver such amount to the Property Trustee. Except as
provided above, neither the Trust nor the Depositor will make, or be required to
make, any payment, allowance or adjustment upon any conversion on account of any
accumulated and unpaid Distributions whether or not in arrears accrued on the
Trust Securities surrendered for conversion, or on account of any accumulated
and unpaid dividends on the shares of Common Stock issued upon such conversion.
Trust Securities shall be deemed to have been converted immediately prior to the
close of business on the day on which an irrevocable Notice of Conversion
relating to such Trust Securities is received by the Conversion Agent in
accordance with the foregoing provision (the "Conversion Date"). The Person or
Persons entitled to receive the Common Stock issuable upon conversion of the
Debentures shall be treated for all purposes as the record holder or holders of
such Common Stock on the Conversion Date, unless the stock transfer books of the
Depositor shall be closed on the Conversion Date in which event such Person or
Persons shall be deemed to have become such holder or holders of record at the
close of business on the next succeeding day on which such stock transfer books
are open. As promptly as practicable on or after the Conversion Date, the
Depositor shall issue and deliver, or shall cause to be issued and delivered, at
the office of the Conversion Agent a certificate or certificates for the number
of full shares of Common Stock issuable upon such conversion, together with the
cash payment, if any, in lieu of any fraction of any share pursuant to Section
4.08(d) to the Person or Persons entitled to receive the same, unless otherwise
directed by the Holder in the Notice of Conversion, and the Conversion Agent
shall distribute such certificate or certificates and cash to such Person or
Persons.

      (c) The Depositor initially appoints _______________, not in its
individual capacity but solely as conversion agent (the "Conversion Agent"), for
the purpose of effecting the conversion of Trust Securities in accordance with
this Section 4.8. In effecting the conversion


                                      -22-

and transactions described in this Section 4.8, the Conversion Agent shall be
acting as agent of the Holders of Trust Securities directing it to effect such
conversion transactions. The Conversion Agent is hereby authorized to (i)
exchange Trust Securities from time to time for Debentures held by the Trust in
connection with the conversion of such Trust Securities in accordance with this
Section and (ii) convert all or a portion of the Debentures into Common Stock
and thereupon to deliver such shares of Common Stock in accordance with the
provisions of this Section 4.8 and to deliver to the Property Trustee any new
Debenture or Debentures for any resulting unconverted principal amount delivered
to the Conversion Agent by the Debenture Trustee.

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

      (e) Nothing in this Section 4.8 shall limit the requirement of the Trust
to withhold taxes pursuant to the terms of the Trust Securities or as set forth
in this Agreement or otherwise required of the Property Trustee or by law or the
Trust to pay any amounts on account of such withholdings. ]

                                   ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

      SECTION 5.1. INITIAL OWNERSHIP.

      Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

      SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

      The Preferred Securities Certificates shall be issued in minimum
denominations of $______ Liquidation Amount and integral multiples of $_____ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $______ Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be (i) executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee and, if
executed on behalf of the Trust by facsimile, countersigned by the Securities
Registrar or its agent and (ii) authenticated by the Property Trustee by manual
or facsimile signature of an authorized signatory thereof and, if executed by
such authorized signatory of the Property Trustee by facsimile, countersigned by
the Securities Registrar or its agent. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust or the
Property Trustee or, if executed on behalf of the Trust or the Property Trustee
by facsimile, countersigned by the Securities Registrar or its agent, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices


                                      -23-

at the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

      SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

      At the Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, such written order executed by one
authorized officer thereof, without further corporate action by the Depositor,
in authorized denominations.

      SECTION 5.4. REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
                   CERTIFICATES.

      The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
transfer agent and registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Preferred Securities Certificates and Common
Securities Certificates (subject to Section 5.10 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of
Preferred Securities Certificates as herein provided. _________________ shall be
the initial Securities Registrar. Upon surrender for registration of transfer of
any Preferred Securities Certificate at the office or agency maintained pursuant
to Section 5.8, the Administrative Trustees or any one of them shall execute on
behalf of the Trust (and if executed on behalf of the Trust by a facsimile
signature, such certificate shall be countersigned by the Securities Registrar
or its agent) and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of execution
by such Administrative Trustee or Trustees. The Securities Registrar shall not
be required to register the transfer of any Preferred Securities that have been
called for redemption during a period beginning at the opening of business 15
days before the day of selection for such redemption. At the option of a Holder,
Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8. Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Preferred Securities Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice. No service charge shall be made for any
registration of transfer or exchange of Preferred Securities Certificates, but
the Securities Registrar may require payment of a sum sufficient to cover any


                                      -24-

tax or governmental charge that may be imposed in connection with any transfer
or exchange of Preferred Securities Certificates.

      SECTION 5.5. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                   CERTIFICATES.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate, and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a protected purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust corresponding to that evidenced
by the lost, stolen or destroyed Trust Securities Certificate, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 5.6. PERSONS DEEMED HOLDERS.

      The Trustees and the Securities Registrar shall each treat the Person in
whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Trustees, the Administrative Trustees and the Securities Registrar
shall be bound by any notice to the contrary.

      SECTION 5.7. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

      At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee a list of the names and addresses of the
Holders and Owners as set forth in Section 312(a) of the Trust Indenture Act.
The Property Trustee shall comply with Section 312(b) of the Trust Indenture
Act. Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, the Delaware Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      SECTION 5.8. MAINTENANCE OF OFFICE OR AGENCY.

      The Administrative Trustees shall designate an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer, exchange or, if applicable, conversion and where
notices and demands to or upon the Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate


                                      -25-

____________________________, Attention: ___________________, as its office and
agency for such purposes. The Administrative Trustee shall give prompt written
notice to the Depositor, the Property Trustees and to the Holders of any change
in the location of the Securities Register or any such office or agency.

      SECTION 5.9. APPOINTMENT OF PAYING AGENT.

      The Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act and shall make Distributions to Holders from the Payment Account and shall
report the amounts of such Distributions to the Property Trustee and the
Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Property Trustee may revoke such power and
remove the Paying Agent in its sole discretion. The Paying Agent shall initially
be _________________. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrative
Trustees and the Property Trustee. If _________________ shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Property Trustee shall appoint a successor (which shall be a bank
or trust company) that is reasonably acceptable to the Administrative Trustees
and the Depositor to act as Paying Agent. Such successor Paying Agent or any
additional Paying Agent shall execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall
be paid to such Holders. The Paying Agent shall return all unclaimed funds to
the Property Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 8.1, 8.3 and 8.6 herein shall apply to _________________ also in its
role as Paying Agent, for so long as _________________ shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

      SECTION 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

      At the Time of Delivery, the Depositor shall acquire, and thereafter shall
retain, beneficial and record ownership of the Common Securities. To the fullest
extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person, as permitted by the Indenture, any attempted transfer
of the Common Securities shall be void. The Administrative Trustees shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
consistent with this Section 5.10.

      SECTION 5.11. BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON
                    SECURITIES CERTIFICATE.

      (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry


                                      -26-

Preferred Securities Certificates, to be delivered to, or on behalf of, DTC, the
initial Clearing Agency, by, or on behalf of, the Trust. Such Preferred
Securities Certificate or Certificates shall initially be registered on the
Securities Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Owner will receive a Definitive Preferred Securities
Certificate representing such Owner's interest in such Preferred Securities,
except as provided in Section 5.13. Unless and until Definitive Preferred
Securities Certificates have been issued to Owners pursuant to Section 5.13:

            (i) the provisions of this Section 5.11(a) shall be in full force
      and effect;

            (ii) the Securities Registrar and the Trustees shall be entitled to
      deal with the Clearing Agency for all purposes of this Trust Agreement
      relating to the Book-Entry Preferred Securities Certificates (including
      the payment of the Liquidation Amount of and Distributions on the
      Preferred Securities evidenced by Book-Entry Preferred Securities
      Certificates and the giving of instructions or directions to Owners of
      Preferred Securities evidenced by Book-Entry Preferred Securities
      Certificates) as the sole Holder of Preferred Securities evidenced by
      Book-Entry Preferred Securities Certificates and shall have no obligations
      to the Owners thereof;

            (iii) to the extent that the provisions of this Section 5.11
      conflict with any other provisions of this Trust Agreement, the provisions
      of this Section 5.11 shall control; and

            (iv) the rights of the Owners of the Book-Entry Preferred Securities
      Certificate shall be exercised only through the Clearing Agency and shall
      be limited to those established by law and agreements between such Owners
      and the Clearing Agency and/or the Clearing Agency Participants. Pursuant
      to the Certificate Depository Agreement, unless and until Definitive
      Preferred Securities Certificates are issued pursuant to Section 5.13, the
      initial Clearing Agency will make book-entry transfers among the Clearing
      Agency Participants and receive and transmit payments on the Preferred
      Securities to such Clearing Agency Participants.

      (b) The Common Securities Certificate or Certificates representing the
Common Securities issuable pursuant to Section 2.5 shall be issued to the
Depositor in the form of one or more definitive Common Securities Certificates.

      SECTION 5.12. NOTICES TO CLEARING AGENCY.

      To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Book-Entry Preferred Securities Certificates, the
Administrative Trustees and the Trustees shall give all such notices and
communications specified herein to be given to the Clearing Agency, and shall
have no obligations to the Owners.

      SECTION 5.13. DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

      If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its


                                      -27-

option advises the Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency or (c) after the occurrence of a
Debenture Event of Default, Owners of Preferred Securities Certificates
representing beneficial interests aggregating at least a majority in Liquidation
Amount of Preferred Securities then Outstanding advise the Administrative
Trustees in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities Certificates, then the Administrative Trustees shall notify the other
Trustees and the Clearing Agency, and the Clearing Agency, in accordance with
its customary rules and procedures, shall notify all Clearing Agency
Participants for whom it holds Preferred Securities of the occurrence of any
such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustees of the typewritten Preferred
Securities Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency, if executed on behalf of the Trust by facsimile,
countersigned by the Securities Registrar or its agent. Neither the Securities
Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Preferred Securities
Certificates, the Trustees shall recognize the Holders of the Definitive
Preferred Securities Certificates as holders of Trust Securities. The Definitive
Preferred Securities Certificates shall be typewritten, printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees that meets the requirements of any stock exchange or
automated quotation system on which the Preferred Securities are then listed or
approved for trading, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

      SECTION 5.14. RIGHTS OF HOLDERS; DIRECT ACTIONS AND WAIVERS OF PAST
                    DEFAULTS.

      (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set
forth therein and in this Trust Agreement. The Trust Securities shall have no
preemptive or similar rights and when issued and delivered to Holders against
payment of the purchase price therefor will be fully paid and nonassessable by
the Trust. The Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Property Trustee or the Holders of at least 25% in Liquidation Amount of the
Preferred Securities then Outstanding shall have the right to make such


                                      -28-

declaration by a notice in writing to the Property Trustee, the Depositor and
the Debenture Trustee.

            At any time after a declaration of acceleration with respect to the
      Debentures has been made and before a judgment or decree for payment of
      the money due has been obtained by the Debenture Trustee as in the
      Indenture provided, the Holders of at least a Majority in Liquidation
      Amount of the Preferred Securities, by written notice to the Property
      Trustee, the Depositor and the Debenture Trustee, may rescind and annul
      such declaration and its consequences if:

            (i) the Depositor has paid or deposited with the Debenture Trustee a
      sum sufficient to pay

                  (A) all overdue installments of interest on all of the
            Debentures,

                  (B) any accrued Additional Interest (as defined in the
            Indenture) on all of the Debentures,

                  (C) the principal of (and premium, if any, on) any Debentures
            that have become due otherwise than by such declaration of
            acceleration and interest and Additional Interest (as defined in the
            Indenture) thereon at the rate borne by the Debentures, and

                  (D) all sums paid or advanced by the Debenture Trustee under
            the Indenture and the reasonable compensation, expenses,
            disbursements and advances of the Debenture Trustee and the Property
            Trustee, their agents and counsel; and

            (ii) all Events of Default with respect to the Debentures, other
      than the non-payment of the principal of the Debentures that has become
      due solely by such acceleration, have been cured or waived as provided in
      the Indenture.

            The Holders of at least a Majority in Liquidation Amount of the
      Preferred Securities may, on behalf of the Holders of all the Preferred
      Securities, waive any past default under the Indenture, except a default
      in the payment of principal or interest (unless such default has been
      cured and a sum sufficient to pay all matured installments of interest and
      principal due otherwise than by acceleration has been deposited with the
      Debenture Trustee) or a default in respect of a covenant or provision that
      under the Indenture cannot be modified or amended without the consent of
      the holder of each outstanding Debenture. No such rescission shall affect
      any subsequent default or impair any right consequent thereon.

            Upon receipt by the Property Trustee of written notice declaring
      such an acceleration, or rescission and annulment thereof, by Holders of
      any part of the Preferred Securities a record date shall be established
      for determining Holders of Outstanding Preferred Securities entitled to
      join in such notice, which record date shall be at the close of business
      on the day the Property Trustee receives such notice. The Holders on such
      record date, or their duly designated proxies, and only such Persons,
      shall be entitled to


                                      -29-

      join in such notice, whether or not such Holders remain Holders after such
      record date; provided that, unless such declaration of acceleration, or
      rescission and annulment, as the case may be, shall have become effective
      by virtue of the requisite percentage having joined in such notice prior
      to the day that is 90 days after such record date, such notice of
      declaration of acceleration, or rescission and annulment, as the case may
      be, shall automatically and without further action by any Holder be
      canceled and of no further effect. Nothing in this paragraph shall prevent
      a Holder, or a proxy of a Holder, from giving, after expiration of such
      90-day period, a new written notice of declaration of acceleration, or
      rescission and annulment thereof, as the case may be, that is identical to
      a written notice that has been canceled pursuant to the proviso to the
      preceding sentence, in which event a new record date shall be established
      pursuant to the provisions of this Section 5.14(b).

      (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section
6.01(a) or 6.01(b) of the Indenture, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor,
pursuant to Section 508 of the Indenture, for enforcement of payment to such
Holder of any amounts payable in respect of Debentures having an aggregate
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities of such Holder (a "Direct Action"). Except as set forth in Section
5.14(b) and this Section 5.14(c), the Holders of Preferred Securities shall have
no right to exercise directly any right or remedy available to the holders of,
or in respect of, the Debentures.

      (d) Except as otherwise provided in paragraphs (a), (b) and (c) of this
Section 5.14, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist, and
any default or Event of Default arising there from shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

      SECTION 5.15. CUSIP NUMBERS.

      The Administrative Trustees in issuing the Preferred Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property 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 Preferred 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 Preferred Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Administrative Trustees will promptly notify the Property Trustee
of any change in the CUSIP numbers.


                                      -30-

                                    ARTICLE 6
                        ACTS OF HOLDERS; MEETINGS; VOTING

      SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

      (b) So long as any Debentures are held by the Property Trustee on behalf
of the Trust, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
execute any trust or power conferred on the Debenture Trustee with respect to
the Debentures, (ii) waive any past default that may be waived under the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable, or (iv) consent to any
amendment, modification or termination of the Indenture or the Debentures, where
such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, provided, however, that where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities, except by a subsequent vote of the
Holders of the Preferred Securities. The Property Trustee shall notify all
Holders of the Preferred Securities of any notice of default received with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that such action shall not
cause the Trust to be taxable as a corporation or classified as other than a
grantor trust for United States Federal income tax purposes.

      (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution and winding-up of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities. Notwithstanding any other provision of this Trust
Agreement, no amendment to this Trust Agreement may be made if, as a result of
such amendment, it would cause the Trust to be taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes.


                                      -31-

      SECTION 6.2. NOTICE OF MEETINGS.

      Notice of all meetings of the Holders of the Preferred Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of Preferred Securities, at such
Holder's registered address, at least 15 days and not more than 90 days before
the meeting. At any such meeting, any business properly before the meeting may
be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

      SECTION 6.3. MEETINGS OF HOLDERS OF THE PREFERRED SECURITIES.

      No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of the Holders of the Preferred Securities to vote
on any matter upon the written request of the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Preferred Securities and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of the Holders of the Preferred Securities to vote on
any matters as to which such Holders are entitled to vote. The Holders of at
least a Majority in Liquidation Amount of the Preferred Securities, present in
person or by proxy, shall constitute a quorum at any meeting of the Holders of
the Preferred Securities. If a quorum is present at a meeting, an affirmative
vote by the Holders present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of the Preferred Securities,
unless this Trust Agreement requires a greater number of affirmative votes.

      SECTION 6.4. VOTING RIGHTS.

      Holders shall be entitled to one vote for each $______ of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

      SECTION 6.5. PROXIES, ETC.

      At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Property Trustee, or with such other officer or
agent of the Trust as the Property Trustee may direct, for verification prior to
the time at which such vote shall be taken. Pursuant to a resolution of the
Property Trustee, proxies may be solicited in the name of the Property Trustee
or one or more officers of the Property Trustee. Only Holders of record shall be
entitled to vote. When Trust Securities are held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Holder shall be deemed valid unless challenged at or prior to its exercise, and
the burden of proving invalidity shall rest on the challenger. No proxy shall be
valid more than three years after its date of execution.


                                      -32-

      SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

      Any action that may be taken by Holders at a meeting may be taken without
a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Preferred Securities entitled to vote in respect of
such action (or such larger proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing.

      SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

      SECTION 6.8. ACTS OF HOLDERS.

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

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

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


                                      -33-

upon such Trust Security. Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such
Liquidation Amount. If any dispute shall arise between the Holders and the
Trustees or among the Holders or the Trustees with respect to the authenticity,
validity or binding nature of any request, demand, authorization, direction,
consent, waiver or other Act of such Holder or Trustee under this Article 6,
then the determination of such matter by the Property Trustee shall be
conclusive with respect to such matter.

      SECTION 6.9. INSPECTION OF RECORDS.

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

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND
                   THE DELAWARE TRUSTEE.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

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

      (b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

      (c) the Delaware Trustee is a Delaware corporation;

      (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

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


                                      -34-

      (f) the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the charter or by-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States or the
State of Delaware, as the case may be, governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Property Trustee or
the Delaware Trustee;

      (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as the
case may be) contemplated herein requires the consent or approval of, the giving
of notice to, the registration with or the taking of any other action with
respect to any governmental authority or agency under any existing law of the
United States or the State of Delaware governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee (as appropriate in
context), other than the filing of the Certificate of Trust with the Delaware
Secretary of State; and

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

      SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

      The Depositor hereby represents and warrants for the benefit of the
Holders that:

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

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


                                      -35-

                                   ARTICLE 8
                                  THE TRUSTEES

      SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

      (a) The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement, subject to Section 10.10 hereof. Notwithstanding the
foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement
shall require any of the Trustees to expend or risk its or their own funds or
otherwise incur any financial liability in the performance of any of its or
their duties hereunder, or in the exercise of any of its or their rights or
powers, if it or they shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 8.1. To the extent that, at law or in equity, an
Administrative Trustee has duties and liabilities relating to the Trust or to
the Holders, such Administrative Trustee shall not be liable to the Trust or to
any Holder for such Administrative Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Administrative
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Holders to replace such other duties and liabilities of the Administrative
Trustees.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to such Holder for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

      (c) If an Event of Default has occurred and is continuing, the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

      (d) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.14), the Property Trustee shall exercise such of the rights and powers
vested in it by this Trust Agreement, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


                                      -36-

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

            (i) prior to the occurrence of any Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Property Trustee shall
            be determined solely by the express provisions of this Trust
            Agreement (including pursuant to Section 10.10), and the Property
            Trustee shall not be liable except for the performance of such
            duties and obligations as are specifically set forth in this Trust
            Agreement (including pursuant to Section 10.10); and

                  (B) in the absence of bad faith on the part of the Property
            Trustee, the Property 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 Property
            Trustee and conforming to the requirements of this Trust Agreement;
            but in the case of any such certificates or opinions that by any
            provision hereof or of the Trust Indenture Act are specifically
            required to be furnished to the Property Trustee, the Property
            Trustee shall be under a duty to examine the same to determine
            whether or not they conform to the requirements of this Trust
            Agreement;

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

            (iii) the Property 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 at least a Majority in Liquidation Amount
      of the Preferred Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Trust Agreement;

            (iv) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Debentures and the Payment
      Account shall be to deal with such property in a similar manner as the
      Property Trustee deals with similar property for its own account, subject
      to the protections and limitations on liability afforded to the Property
      Trustee under this Trust Agreement and the Trust Indenture Act;

            (v) the Property Trustee shall not be liable for any interest on any
      money received by it except as it may otherwise agree with the Depositor;
      and money held by the Property Trustee need not be segregated from other
      funds held by it except in relation to the Payment Account maintained by
      the Property Trustee pursuant to Section 3.1 and except to the extent
      otherwise required by law;

            (vi) the Property Trustee shall not be responsible for monitoring
      the compliance by the Administrative Trustees or the Depositor with their
      respective duties


                                      -37-

      under this Trust Agreement, nor shall the Property Trustee be liable for
      the default or misconduct of any other Trustee, the Administrative
      Trustees or the Depositor; and

            (vii) subject to Section 8.1(c), no provision of this Trust
      Agreement shall require the Property Trustee to expend or risk its own
      funds or otherwise incur personal financial liability in the performance
      of any of its duties or in the exercise of any of its rights or powers, if
      the Property Trustee shall have reasonable grounds for believing that the
      repayment of such funds or liability is not reasonably assured to it under
      the terms of this Trust Agreement or adequate indemnity against such risk
      or liability is not reasonably assured to it.

      (f) The Administrative Trustees shall not be responsible for monitoring
the compliance by the other Trustees or the Depositor with their respective
duties under this Trust Agreement, nor shall either Administrative Trustee be
liable for the default or misconduct of any other Trustee or the Depositor.

      SECTION 8.2. CERTAIN NOTICES.

      Within ninety days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.8 and the Trust Indenture Act,
notice of such Event of Default to the Holders and the Administrative Trustees,
unless such Event of Default shall have been cured or waived.

      Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

      The Property Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property Trustee shall have received written notice or a
Responsible Officer of the Property Trustee charged with the administration of
this Trust Agreement shall have obtained actual knowledge of such Event of
Default.

      SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      Subject to the provisions of Section 8.1:

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

      (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any


                                      -38-

other provisions contained herein, or (iii) the Property Trustee is unsure of
the application of any provision of this Trust Agreement, then, except as to any
matter as to which the Holders of the Preferred Securities are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice to the Depositor requesting the Depositor's opinion as to the course of
action to be taken; provided, however, that if the Depositor fails to deliver
such opinion, the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;

      (c) any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate;

      (d) any direction or act of an Administrative Trustee contemplated by this
Trust Agreement shall be sufficiently evidenced by a certificate executed by
such Administrative Trustee and setting forth such direction or act;

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

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

      (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction; provided that, nothing
contained in this Section 8.3(g) shall be taken to relieve the Property Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Trust Agreement;

      (h) the Property 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, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

      (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or misconduct with respect to selection of any agent or attorney
appointed by it hereunder;


                                      -39-

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

      (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement. No provision of this
Trust Agreement shall be deemed to impose any duty or obligation on any Trustee
to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal, or
in which such Person shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such right,
power, duty or obligation. No permissive power or authority available to any
Trustee shall be construed to be a duty.

      SECTION 8.4. TRUSTEES NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                   SECURITIES.

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

      SECTION 8.5. TRUSTEES MAY HOLD SECURITIES.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, and except as provided in the
definition of the term "Outstanding" in Section 1.1, may otherwise deal with the
Trust with the same rights it would have if it were not Trustee or such other
agent.

      SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

      The Depositor agrees:

      (a) to pay to the Trustees from time to time such reasonable compensation
for all services rendered by them hereunder as may be separately agreed by the
Depositor and the Trustees from time to time (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

      (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of their agents and counsel), except any such


                                      -40-

expense, disbursement or advance as may be attributable to their negligence, bad
faith or willful misconduct; and

      (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust (referred to herein as an
"Indemnified Person") from and against any loss, damage, liability, tax,
penalty, expense or claim of any kind or nature whatsoever incurred by such
Indemnified Person by reason of the creation, operation or dissolution of the
Trust or any act or omission performed or omitted by such Indemnified Person in
good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of negligence, bad faith or
willful misconduct with respect to such acts or omissions.

      The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement and the removal or resignation of any Trustee.

      No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.6.

      The Depositor and any Trustee (subject to Section 8.8) may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor nor any Trustee shall be obligated to present
any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor and any Trustee shall have the right to take for
its own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

      SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

      (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and that has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.7 and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property


                                      -41-

Trustee with respect to the Trust Securities shall cease to be eligible in
accordance with the provisions of this Section 8.7 or Section 310(a)(5) of the
Trust Indenture Act, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article 8. At the time of appointment, the
Property Trustee must have securities rated in one of the three highest rating
categories by a nationally recognized statistical rating organization.

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

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

      SECTION 8.8. CONFLICTING INTERESTS.

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

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

      SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

      Unless and until a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of Common
Securities and the Administrative Trustees shall have the power to appoint one
or more Persons either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee shall have the sole power to so appoint such a co-trustee or separate
trustee, and upon the written request of the Property Trustee, the Depositor and
the Administrative Trustees shall for such purpose join with the Property
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, such co-trustee or separate trustee.
Any co-trustee or separate trustee appointed pursuant to this Section shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States, or (ii) a legal entity with its principal


                                      -42-

place of business in the United States that shall act through one or more
persons authorized to bind such entity.

      Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

      Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

      (a) The Trust Securities shall be executed by one or more Administrative
Trustees, and the Preferred Securities shall be delivered by the Property
Trustee, and all rights, powers, duties, and obligations hereunder in respect of
the custody of securities, cash and other personal property held by, or required
to be deposited or pledged with, the Property Trustee specified hereunder shall
be exercised solely by the Property Trustee and not by such co-trustee or
separate trustee.

      (b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee or by the Property Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.

      (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section
8.9, and, in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee shall have power to accept the resignation of, or remove,
any such co-trustee or separate trustee without the concurrence of the
Depositor. Upon the written request of the Property Trustee, the Depositor shall
join with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigning or
removed may be appointed in the manner provided in this Section 8.9.

      (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

      (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

      (f) Any Act of Holders delivered to the Property Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.


                                      -43-

      SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article 8 shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holder of the Common
Securities. If the instrument of acceptance by the successor Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 60
days after the giving of such notice of resignation, the Relevant Trustee may
petition, at the expense of the Depositor, any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

      Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of Common
Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Outstanding Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by Act of the Holder of Common Securities
at any time and only the Holder of Common Securities shall have the right to
remove any Administrative Trustee.

      If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Holder of Common Securities, by Act of the Holder of Common
Securities delivered to the retiring Trustee, shall promptly appoint a successor
Trustee or Trustees and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Holders of
Preferred Securities, by Act of the Holders of a majority in Liquidation Amount
of the Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of Section
8.11. If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Holder of Common Securities, by Act
of the Holder of Common Securities delivered to the Administrative Trustee,
shall promptly appoint a successor Administrative Trustee or Administrative
Trustees and such successor Administrative Trustee or Trustees shall comply with
the applicable requirements of Section 8.11. If no successor Relevant Trustee
shall have been so appointed by the Holder of Common Securities or the Holders
of Preferred Securities and accepted appointment in the manner required by
Section 8.11, any Holder who has been a Holder of Trust Securities for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee.


                                      -44-

      The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.8 and shall give notice to the Depositor
and to the Administrative Trustees. Each notice shall include the name of the
successor Relevant Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

      Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Administrative Trustee or Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Holders of the Common Securities,
incompetent or incapacitated, or in the case of an Administrative Trustee,
ceases to be an employee of the Depositor, the vacancy created by such death,
incompetence or incapacity may be filled by (a) the unanimous act of the
remaining Administrative Trustees if there are at least two of them or (b)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirement for Administrative Trustees or Delaware
Trustee, as the case may be, set forth in Section 8.7.

      SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

      In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if requested by the Depositor) and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust, and (b) shall add to
or change any of the provisions of this Trust Agreement as shall be necessary to
provide for or facilitate the administration of the Trust by more than one
Relevant Trustee, it being understood that nothing herein or in such amendment
shall constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee, other than the filing of an amendment to the Certificate of
Trust to the extent required under the Delaware Business Trust Act; but, on
request of the Depositor or any successor Relevant Trustee such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all


                                      -45-

proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Trust Securities and the Trust.

      Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article 8.

      Upon the appointment and acceptance of a successor to the Delaware
Trustee, such successor Delaware Trustee shall file a certificate of amendment
with the Delaware Secretary of State identifying the new identity and principal
place of business or residency of such successor Delaware Trustee in the State
of Delaware.

      SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person, succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise
qualified and eligible under this Article 8, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, other
than the filing of an amendment to the Certificate of Trust to the extent
required under the Delaware Business Trust Act.

      SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
                    TRUST.

      If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Preferred Securities) as
set forth in Section 311 of the Trust Indenture Act, the Property Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Depositor or the Trust (or any such other obligor).

      SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Trust Securities
or the property of the Trust or of such other obligor or their creditors, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of any
past due Distributions) shall be entitled and empowered, to the fullest extent
permitted by law, by intervention in such proceeding or otherwise:


                                      -46-

      (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

      (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

      SECTION 8.15. REPORTS BY PROPERTY TRUSTEE.

      (a) Within 60 days after May 15 of each year commencing with May 15,
20___, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of the immediately
preceding May 15 with respect to:

            (i) its eligibility under Section 8.7 or, in lieu thereof, if to the
      best of its knowledge it has continued to be eligible under said Section,
      a written statement to such effect;

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

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

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


                                      -47-

      (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with the Depositor, and filed as
otherwise required by Section 313(d) of the Trust Indenture Act.

      SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE.

      Each of the Depositor and the Administrative Trustees shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314(a) of the Trust Indenture Act in the form, in the manner and at
the times required by Section 314 of the Trust Indenture Act. The Depositor and
the Administrative Trustees shall annually file with the Property Trustee a
certificate specifying whether such Person is in compliance with all of the
terms and covenants applicable to such Person hereunder.

      SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

      SECTION 8.18. NUMBER OF TRUSTEES.

      (a) The number of Trustees shall be five, unless the Property Trustee also
acts as the Delaware Trustee, in which case the number of Trustees may be four.

      (b) If a Trustee ceases to hold office for any reason, a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

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

      SECTION 8.19. DELEGATION OF POWER.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a) or making any governmental filing; and

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


                                      -48-

                                   ARTICLE 9
                       DISSOLUTION, LIQUIDATION AND MERGER

      SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

      Unless earlier dissolved, the Trust shall automatically dissolve, and its
affairs be wound up, on ________________________ (the "Expiration Date").

      SECTION 9.2. EARLY DISSOLUTION.

      The first to occur of any of the following events is an "Early Dissolution
Event", the occurrence of which shall cause the Trust to dissolve:

      (a) the occurrence of a Depositor Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor, in its capacity as the Holder of
the Common Securities, unless the Depositor shall transfer the Common Securities
as provided by Section 5.10, in which case this provision shall refer instead to
any such successor Holder of the Common Securities;

      (b) the written direction to the Property Trustee from all of the Holders
of the Common Securities at any time to dissolve the Trust and to distribute the
Debentures to Holders in exchange for the Preferred Securities (which direction
is optional and wholly within the discretion of the Holders of the Common
Securities);

      (c) the redemption or, if applicable, conversion of all of the Preferred
Securities in connection with the redemption of all the Debentures; and

      (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

      SECTION 9.3. DISSOLUTION.

      The respective obligations and responsibilities of the Trustees, the
Administrative Trustees and the Trust created and continued hereby shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2; (b) the
payment of any expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the Holders.

      SECTION 9.4. LIQUIDATION.

      (a) If an Early Dissolution Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Property Trustee as expeditiously as the Property Trustee determines to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder a Like Amount of Debentures,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60


                                      -49-

days prior to the Liquidation Date to each Holder of Trust Securities at such
Holder's address appearing in the Securities Register. All such notices of
liquidation shall:

            (i) state the CUSIP Number of the Trust Securities;

            (ii) state the Liquidation Date;

            (iii) state that from and after the Liquidation Date, the Trust
      Securities will no longer be deemed to be Outstanding and any Trust
      Securities Certificates not surrendered for exchange will be deemed to
      represent a Like Amount of Debentures, or if Section 9.4(d) applies, a
      right to receive a Liquidating Distribution; and

            (iv) provide such information with respect to the mechanics by which
      Holders may exchange Trust Securities Certificates for Debentures, or if
      Section 9.4(d) applies, receive a Liquidation Distribution, as the
      Property Trustee (after consultation with the Administrative Trustees)
      shall deem appropriate.

      (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Holders, the
Property Trustee, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution (which shall be not more than 30 days prior to the Liquidation
Date) and establish such procedures as it shall deem appropriate to effect the
distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

      (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such Certificates to the
exchange agent for exchange, (iii) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of Debentures
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (iv) all rights of Holders
holding Trust Securities will cease, except the right of such Holders to receive
Debentures upon surrender of Trust Securities Certificates.

      (d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise or distribution of the Debentures in the manner provided herein is
determined by the Property Trustee not to be practical, the Trust Property shall
be liquidated, and the Trust shall be wound-up, by the Property Trustee in such
manner as the Property Trustee determines. In such event, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding up, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to


                                      -50-

the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holders of the Common Securities will be entitled to receive Liquidation
Distributions upon any such winding up pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
specified in Section 6.01(a) or 6.01(b) of the Indenture has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities as provided in Section 4.3.

      SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
                   TRUST.

      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to this Section 9.5
or Section 9.4. At the request of the Holders of the Common Securities, with the
consent of the Administrative Trustees, but without the consent of the Holders
of the Preferred Securities, the Property Trustee or the Delaware Trustee, the
Trust may merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any state; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities, or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities have the same priority as the Preferred Securities with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee is appointed to hold the Debentures, (iii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Preferred Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose substantially
identical to that of the Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Property Trustee
has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an "investment company" under the
Investment Company Act, and (vii) the Depositor or its permitted transferee owns
all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Trust shall not, except with the consent of Holders of all of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause


                                      -51-

the Trust or the successor entity to be taxable as a corporation or classified
as other than a grantor trust for United States Federal income tax purposes.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

      Except as set forth in Section 9.2, the death or incapacity of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor dissolve, terminate or annul the
Trust, nor entitle the legal representatives, successors or heirs of such
Person, to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

      SECTION 10.2. AMENDMENT.

      (a) This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Holders of all of the Common Securities, without
the consent of any Holder of the Preferred Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust will not be taxable as a
corporation or classified as other than a grantor trust for United States
Federal income tax purposes at all times that any Trust Securities are
outstanding or to ensure that the Trust will not be required to register as an
"investment company" under the Investment Company Act; provided, however, that
in the case of either clause (i) or (ii), such action shall not adversely affect
in any material respect the interests of any Holder.

      (b) Except as provided in Section 10.2(c), any provision of this Trust
Agreement may be amended by the Administrative Trustees and the Holders of all
of the Common Securities and with (i) the consent of Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, and (ii) receipt by
the Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees or the Administrative Trustees in
accordance with such amendment will not affect the Trust's status as a grantor
trust or cause the Trust to be taxable as a corporation or as other than a
grantor trust for United States Federal income tax purposes or affect the
Trust's exemption from status as an "investment company" under the Investment
Company Act.

      (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Holder, this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date,
or (ii) restrict the right of a Holder to institute suit for the enforcement of
any such payment on or after such date; and notwithstanding any other provision


                                      -52-

herein, without the unanimous consent of the Holders, this paragraph (c) of this
Section 10.2) may not be amended.

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

      (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor and the Administrative Trustees, this Trust
Agreement may not be amended in a manner that imposes any additional obligation
on the Depositor or the Administrative Trustees.

      (f) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Property Trustee, this Trust Agreement may not be
amended in a manner that imposes any additional obligation on the Property
Trustee.

      (g) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Delaware Trustee, this Trust Agreement may not be
amended in a manner that imposes any additional obligation on the Delaware
Trustee.

      (h) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees or the Property Trustee shall promptly provide to the
Depositor a copy of such amendment.

      (i) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement that affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

      SECTION 10.3. SEPARABILITY.

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

      SECTION 10.4. GOVERNING LAW.

      This Trust Agreement and the rights and obligations of each of the
Holders, the Trust, the Depositor, and the Trustees with respect to this Trust
Agreement and the Trust Securities shall be construed in accordance with and
governed by the laws of the State of Delaware without reference to its conflicts
of laws provisions.


                                      -53-

      SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

      If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no Distributions
shall accumulate on such unpaid amount for the period after such date.

      SECTION 10.6. SUCCESSORS.

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

      SECTION 10.7. HEADINGS.

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

      SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

      Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to Visteon Corporation, Attention:
Treasurer, facsimile no.: (313) 755-0338, or to such other address as may be
specified in a written notice by the Holder of the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such notice, demand or
other communication to or upon a Holder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission. Such notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

      Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustees
or the Trust shall be given in writing addressed to such Person as follows: (a)
with respect to the Property Trustee, to ___________________________, Attention:
________________; (b) with respect to the Delaware Trustee, to ________________,
_____________, Wilmington, Delaware, Attention: Corporate Trust Administration;
(c) with respect to the Administrative Trustees, to them at 5500 Auto Club
Drive, Dearborn, Michigan 48126 marked "Attention: Administrative Trustees of
Visteon Capital Trust I"; and (d) with respect to the Trust, to its principal
office specified in Section 2.2, with a copy to the Property Trustee. Such
notice, demand or other communication to


                                      -54-

or upon the Trust, the Property Trustee or the Administrative Trustees shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust, the Property Trustee or such Administrative Trustee.

      SECTION 10.9. AGREEMENT NOT TO PETITION.

      Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Trust has been
dissolved in accordance with Article 9, they shall not file, or join in the
filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. If the Depositor
takes action in violation of this Section 10.9, the Property Trustee agrees, for
the benefit of Holders, that at the expense of the Depositor, it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Trustee or the Trust may assert.

      SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

      (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions. If and to the extent that
any provision of this Trust Agreement limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

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

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

      SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AGREEMENT
                     AND INDENTURE.

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


                                      -55-

AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH HOLDER AND SUCH OTHERS.

      SECTION 10.12. COUNTERPARTS.

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

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -56-

      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                VISTEON CORPORATION

                                By:_____________________________________________

                                    Its:________________________________________


                                BANK ONE TRUST COMPANY, N.A.,
                                as Property Trustee

                                By:_____________________________________________

                                    Its:________________________________________


                                BANK ONE DELAWARE, INC.,
                                as Delaware Trustee

                                By:_____________________________________________

                                    Its:________________________________________

                                ________________________________________________

                                _________________, as Administrative Trustee

                                ________________________________________________

                                _________________, as Administrative Trustee

                                ________________________________________________

                                _________________, as Administrative Trustee


                                      -57-

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                    EXHIBIT B

                [FORM OF GLOBAL PREFERRED SECURITIES CERTIFICATE]

      This Preferred Securities Certificate is a Book-Entry Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Preferred Securities Certificate is exchangeable for Preferred Securities
Certificates registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Trust Agreement and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, except in the limited circumstances described in the
Trust Agreement.

      Unless this Preferred Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Visteon Capital Trust I or its agent for registration of transfer, exchange
or payment, and any Preferred Security Certificate issued is registered in the
name of Cede & Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

      NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE
OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE
OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23,
95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR
THE TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE
AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS PREFERRED
SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED
BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN
ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN
ASSETS" OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH
RESPECT TO SUCH PURCHASE OR HOLDING.

Certificate Number __________            Number of Preferred Securities ________

CUSIP NO.

                   Certificate Evidencing Preferred Securities
                           of Visteon Capital Trust I
                           [__%] Preferred Securities
               (liquidation amount $_____ per Preferred Security)

      Visteon Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of _________________________ (____________)
Preferred Securities of the Trust representing an undivided preferred beneficial
interest in the assets of the Trust and designated the Visteon Capital Trust I
[__%] Preferred Securities (liquidation amount $______ per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of _________, 200_, as the same may be amended from time to time
(the "Trust Agreement"), among Visteon Corporation, as Depositor,
___________________________, as Property Trustee, _____________, as Delaware
Trustee, the Administrative Trustees named therein, and the Holders of Trust
Securities, including the designation of the terms of the Preferred Securities
as set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement, dated as of _________, 200_, as the same may be amended from time to
time (the "Guarantee Agreement"), by and between Visteon Corporation, as
Guarantor, and ____________________, as Guarantee Trustee, to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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

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

                                       VISTEON CAPITAL TRUST I


                                       By:______________________________________

                                          Name:_________________________________
                                          Title: Administrative Trustee


                                      -2-

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Preferred Securities referred to in the above mentioned
Trust Agreement.

Dated: __________________

                                            ___________________________________,
                                            as Property Trustee

                                            By:_________________________________

                                               Name:____________________________

                                               Title:___________________________


                                      -3-

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to: ________________________________________________ (Insert assignee's
social security or tax identification number) ___________________ (Insert
address and zip code of assignee) and irrevocably appoints
____________________________________________________ agent to transfer this
Preferred Securities Certificate on the books of the Trust. The agent may
substitute another to act for him or her.


Date: _______________________           Signature:_______________________

                                        (Sign exactly as your name appears on
                                        the other side of this Preferred
                                        Securities Certificate. The signature(s)
                                        should be guaranteed by an eligible
                                        guarantor institution (banks,
                                        stockbrokers, savings and loan
                                        associations and credit unions with
                                        membership in an approved signature
                                        guarantee medallion program) pursuant to
                                        S.E.C. Rule 17Ad-15.)


                                       -4-

                                    EXHIBIT C

                     [FORM OF COMMON SECURITIES CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW
AND SECTION 5.10 OF THE TRUST AGREEMENT

Certificate Number _______                   Number of Common Securities _______

       Certificate Evidencing Common Securities of Visteon Capital Trust I

                             [__%] Common Securities

                (liquidation amount $______ per Common Security)

      Visteon Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Visteon
Corporation (the "Holder") is the registered owner of ___________________
(___________) Common Securities of the Trust representing undivided common
beneficial interests in the assets of the Trust and designated the
______________ Common Securities (liquidation amount $______ per Common
Security) (the "Common Securities"). Except in accordance with the Trust
Agreement (as defined below), the Common Securities are not transferable and any
attempted transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust, dated as of _________, 200_, as the same may be amended from time
to time (the "Trust Agreement"), among Visteon Corporation, as Depositor,
______________________________, as Property Trustee, _____________, as Delaware
Trustee, the Administrative Trustees named therein, and the Holders of Trust
Securities, including the designation of the terms of the Common Securities as
set forth therein. The Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office. Upon receipt of this certificate, the Holder
is bound by the Trust Agreement and is entitled to the benefits thereunder.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of _________, 200_.

                                       VISTEON CAPITAL TRUST I


                                       By:______________________________________

                                          Name:_________________________________
                                          Title: Administrative Trustee


                                      -2-

                                    EXHIBIT D

                              NOTICE OF CONVERSION

To:___________________,
   as Conversion Agent of Visteon Capital Trust I (the "Trust")

      The undersigned owner of these Trust Securities hereby irrevocably
exercises the option to convert these Trust Securities, or the portion below
designated, into Common Stock of Visteon Corporation (the "Visteon Common
Stock") in accordance with the terms of the Amended and Restated Trust Agreement
(the "Trust Agreement"), dated as of __________ among the Administrative
Trustees named therein, _______________________, as Delaware Trustee,
______________, as Property Trustee, Visteon Corporation, as Depositor, and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust. Pursuant to the aforementioned exercise of the option to convert
these Trust Securities, the undersigned hereby directs the Conversion Agent (as
that term is defined in the Trust Agreement) to (i) exchange such Trust
Securities for a portion of the Debentures (as that term is defined in the Trust
Agreement) held by the Trust (at the rate of exchange specified in the terms of
the Trust Securities set forth in the Trust Agreement) and (ii) immediately
convert such Debentures, on behalf of the undersigned, into Visteon Common Stock
(at the conversion rate specified in the terms of the Trust Securities set forth
in the Declaration).

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

Date: __________, 200__

In whole ______               in part ______

                              Number of Trust Securities to be converted:______

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

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              Signature (for conversion only)
                              Please print or Typewrite Name and Address,
                              Including Zip Code, and Social Security or
                              Other Identifying Number:

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________

                              __________________________________________________


Signature Guarantee:* __________________________________________________


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


                                      -2-

                                                                     EXHIBIT 4.6

                               GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                               VISTEON CORPORATION

                                  AS GUARANTOR

                                       AND

                          BANK ONE TRUST COMPANY, N.A.

                              AS GUARANTEE TRUSTEE

                                   RELATING TO

                             VISTEON CAPITAL TRUST I

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

                         DATED AS OF _____________, 200_

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





                                TABLE OF CONTENTS
                                                                                                                  Page
                                                                                                               
Article I Definitions

         Section 1.1.         Definitions......................................................................    1

Article II Trust Indenture Act

         Section 2.1.         Trust Indenture Act; Application.................................................    5
         Section 2.2.         List of Holders..................................................................    5
         Section 2.3.         Reports by the Guarantee Trustee.................................................    5
         Section 2.4.         Periodic Reports to the Guarantee Trustee........................................    5
         Section 2.5.         Evidence of Compliance with Conditions Precedent.................................    5
         Section 2.6.         Events of Default; Waiver........................................................    6
         Section 2.7.         Event of Default; Notice.........................................................    6
         Section 2.8.         Conflicting Interests............................................................    6

Article III Powers, Duties And Rights Of The Guarantee Trustee

         Section 3.1.         Powers and Duties of the Guarantee Trustee.......................................    6
         Section 3.2.         Certain Rights of Guarantee Trustee..............................................    8
         Section 3.3.         Compensation; Indemnity; Fees....................................................    9

Article IV Guarantee Trustee

         Section 4.1.         Guarantee Trustee; Eligibility...................................................   10
         Section 4.2.         Appointment, Removal and Resignation of the Guarantee Trustee....................   11

Article V Guarantee

         Section 5.1.         Guarantee........................................................................   12
         Section 5.2.         Waiver of Notice and Demand......................................................   12
         Section 5.3.         Obligations Not Affected.........................................................   12
         Section 5.4.         Rights of Holders................................................................   13
         Section 5.5.         Guarantee of Payment.............................................................   13
         Section 5.6.         Subrogation......................................................................   13
         Section 5.7.         Independent Obligations..........................................................   13

Article VI Covenants And Subordination

         Section 6.1.         Subordination....................................................................   14
         Section 6.2.         Pari Passu Guarantees............................................................   14



                                        i

                                                                                                               
Article VII Termination

         Section 7.1.         Termination......................................................................   14

Article VIII Miscellaneous

         Section 8.1.         Successors and Assigns...........................................................   14
         Section 8.2.         Amendments.......................................................................   15
         Section 8.3.         Notices..........................................................................   15
         Section 8.4.         Benefit..........................................................................   16
         Section 8.5.         Governing Law....................................................................   16
         Section 8.6.         Counterparts.....................................................................   16



                                       ii


                             CROSS-REFERENCE TABLE*


SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED           SECTION OF GUARANTEE AGREEMENT
                                                          
310(a)                                                       4.1(a)
310(b)                                                       2.8 and 4.1(c)
310(c)                                                       Inapplicable
311(a)                                                       2.2(b)
311(b)                                                       2.2(b)
311(c)                                                       Inapplicable
312(a)                                                       2.2(a)
312(b)                                                       2.2(b)
312(c)                                                       2.2(b)
313(a)                                                       2.3
313(b)                                                       2.3
313(c)                                                       2.3
313(d)                                                       2.3
314(a)                                                       2.4
314(b)                                                       Inapplicable
314(c)                                                       2.5
314(d)                                                       Inapplicable
314(e)                                                       2.5
314(f)                                                       Inapplicable
315(a)                                                       3.1(d); 3.2(a)
315(b)                                                       2.7(a)
315(c)                                                       3.1(c)
315(d)                                                       3.1(d)
316(a)                                                       2.6; 5.4(a)
317(a)                                                       2.10; 5.4
318(a)                                                       2.1


- ----------
* This Cross-Reference Table does not constitute part of the Guarantee Agreement
and shall not have any bearing upon the interpretation of any of its terms or
provisions.


                                       iii


      GUARANTEE AGREEMENT, dated as of _____________, 200_, between VISTEON
CORPORATION, a Delaware corporation (the "Guarantor"), having its principal
office at 5500 Auto Club Drive, Dearborn, Michigan 48126, and BANK ONE TRUST
COMPANY, N.A., as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Capital Securities (as
defined herein) of VISTEON CAPITAL TRUST I, a Delaware statutory business trust
(the "Issuer Trust").

                                    RECITALS

      WHEREAS, pursuant to an Amended and Restated Trust Agreement, of even date
herewith (the "Trust Agreement"), among Visteon Corporation, as Depositor, the
Property Trustee, the Delaware Trustee, and the Administrative Trustees (each as
named therein) and the holders from time to time of undivided beneficial
interests in the assets of the Issuer Trust, the Issuer Trust is issuing
$[_____________] aggregate Liquidation Amount (as defined in the Trust
Agreement) of its [__%] Preferred Securities (liquidation amount $_________ per
capital security)] (the "Capital Securities"), representing preferred undivided
beneficial interests in the assets of the Issuer Trust and having the terms set
forth in the Trust Agreement; and

      WHEREAS, the Capital Securities will be issued by the Issuer Trust, and
the proceeds thereof, together with the proceeds from the issuance of the Issuer
Trust's Common Securities (as defined herein), will be used to purchase the
Debentures of the Guarantor, which Debentures will be deposited with
_________________________, as Property Trustee under the Trust Agreement, as
trust assets; and

      WHEREAS, as an incentive for the Holders to purchase Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Capital Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

      NOW, THEREFORE, in consideration of the purchase of Capital Securities by
each Holder, which purchase the Guarantor hereby acknowledges shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time.

                                    ARTICLE I
                                   DEFINITIONS

      Section 1.1. Definitions.

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

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

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



            (c) The words "include," "includes" and "including" shall be deemed
      to be followed by the phrase "without limitation";

            (d) All accounting terms used but not defined herein have the
      meanings assigned to them in accordance with United States generally
      accepted accounting principles;

            (e) Unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Guarantee Agreement; and

            (f) The words "hereby," "herein," "hereof" and "hereunder" and other
      words of similar import refer to this Guarantee Agreement as a whole and
      not to any particular Article, Section or other subdivision.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Board of Directors" means the board of directors of the Guarantor or any
committee of the board of directors of the Guarantor, comprised of one or more
members of the board of directors of the Guarantor or officers of the Guarantor,
or both.

      "Capital Securities" has the meaning specified in the recitals to this
Guarantee Agreement.

      "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

      "Debentures" shall have the meaning specified in the Trust Agreement.

      "Distributions" shall have the meaning specified in the Trust Agreement.

      "Event of Default" means (i) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

      "Guarantee Agreement" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

      "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent not
paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions required to be paid on the Capital Securities, to the extent the
Issuer Trust shall have funds on hand available therefor at such time; (ii) the
Redemption Price with respect to any Capital Securities called for redemption


                                       2


by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand
available therefor at such time; and (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of the Issuer Trust, unless Debentures
are distributed to the Holders, the lesser of (a) the Liquidation Distribution
with respect to the Capital Securities, to the extent that the Issuer Trust
shall have funds on hand available therefor at such time, and (b) the amount of
assets of the Issuer Trust remaining available for distribution to Holders on
liquidation of the Issuer.

      "Guarantee Trustee" means Bank One Trust Company, N.A., solely in its
capacity as Guarantee Trustee and not in its individual capacity, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee Agreement, and thereafter means each
such Successor Guarantee Trustee.

      "Guarantor" has the meaning specified in the first paragraph of this
Guarantee Agreement.

      "Holder" means any Holder (as defined in the Trust Agreement) of any
Capital Securities; provided, however, that in determining whether the holders
of the requisite percentage of Capital Securities have given any request,
notice, consent or waiver hereunder. "Holder" shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

      "Indenture" means the Subordinated Indenture, dated as of ______________
200__, between Visteon Corporation and Bank One Trust Company, N.A., as trustee,
as the same may be modified, amended or supplemented from time to time.

      "Issuer Trust" has the meaning specified in the first paragraph of this
Guarantee Agreement.

      "Liquidation Distribution" shall have the meaning specified in the Trust
Agreement.

      "List of Holders" has the meaning specified in Section 2.2(a).

      "Majority in Liquidation Amount of the Capital Securities" means, except
as provided by the Trust Indenture Act, Capital Securities representing more
than 50% of the aggregate Liquidation Amount (as defined in the Trust Agreement)
of all Capital Securities then Outstanding (as defined in the Trust Agreement).

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person. Any Officers' Certificate delivered with respect to compliance with
a condition or covenant provided for in this Guarantee Agreement shall include:

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

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


                                       3


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

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

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, business trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

      "Redemption Price" shall have the meaning set forth in the Trust
Agreement.

      "Responsible Officer" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Guarantee Trustee and also means, with respect to a
particular matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

      "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

      "Trust Agreement" means the Amended and Restated Trust Agreement of the
Issuer Trust referred to in the recitals to this Guarantee Agreement, as
modified, amended or supplemented from time to time.

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

      "Vice President," when used with respect to the Guarantor, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."


                                       4


                                   ARTICLE II
                               TRUST INDENTURE ACT

      Section 2.1. Trust Indenture Act; Application.

      This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions. If and to the
extent that any provision of this Guarantee Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

      Section 2.2. List of Holders.

            (a) The Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of each
year, a list, in such form as the Guarantee Trustee may reasonably require, of
the names and addresses of the Holders (a "List of Holders") as of a date not
more than 15 days prior to the delivery thereof, and (b) at such other times as
the Guarantee Trustee may request in writing, within 30 days after the receipt
by the Guarantor of any such request, a List of Holders as of a date not more
than 15 days prior to the time such list is furnished, in each case to the
extent such information is in the possession or control of the Guarantor and has
not otherwise been received by the Guarantee Trustee in its capacity as such.
The Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

            (b) The Guarantee Trustee shall comply with the requirements of
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.
Pursuant to Section 312(c) of the Trust Indenture Act, the Guarantee Trustee
shall not be held accountable by reason of the disclosure of any information
under Section 312(b) of the Trust Indenture Act.

      Section 2.3. Reports by the Guarantee Trustee.

      Within 60 days after May 15 each year, commencing May 15, 200__, the
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act.

      Section 2.4. Periodic Reports to the Guarantee Trustee.

      The Guarantor shall provide to the Guarantee Trustee and the Holders such
documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

      Section 2.5. Evidence of Compliance with Conditions Precedent.

      The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion


                                       5


required to be given by an officer of the Guarantor pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

      Section 2.6. Events of Default; Waiver.

      The Holders of at least a Majority in Liquidation Amount of the Capital
Securities may, by vote, on behalf of the Holders of all the Capital Securities,
waive any past default or Event of Default and its consequences. Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Guarantee Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

      Section 2.7. Event of Default; Notice.

      (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notice of any such Event of Default known to
the Guarantee Trustee, unless such Event of Default has been cured before the
giving of such notice, provided that, except in the case of a default in the
payment of a Guarantee Payment, the Guarantee Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders.

      (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

      Section 2.8. Conflicting Interests.

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

                                  ARTICLE III
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

      Section 3.1. Powers and Duties of the Guarantee Trustee.

            (a) This Guarantee Agreement shall be held by the Guarantee Trustee
for the benefit of the Holders, and the Guarantee Trustee shall not transfer
this Guarantee Agreement to any Person except to a Successor Guarantee Trustee
on acceptance by such Successor Guarantee Trustee of its appointment to act as
Guarantee Trustee hereunder. The right, title and interest of the Guarantee
Trustee, as such, hereunder shall automatically vest in any Successor Guarantee
Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not conveyancing documents


                                       6


have been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

            (b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

            (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

                  (i) prior to the occurrence of any Event of Default and after
            the curing or waiving of all such Events of Default that may have
            occurred:

                        (A) the duties and obligations of the Guarantee Trustee
                  shall be determined solely by the express provisions of this
                  Guarantee Agreement (including pursuant to Section 2.1), and
                  the Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Guarantee Agreement (including pursuant to
                  Section 2.1); and

                        (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee 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 Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement (but in the case
                  of any such certificates or opinions that by any provision
                  hereof or of the Trust Indenture Act are specifically required
                  to be furnished to the Guarantee Trustee, the Guarantee
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Guarantee Agreement);

                  (ii) the Guarantee Trustee shall not be liable for any error
            of judgment made in good faith by a Responsible Officer of the
            Guarantee Trustee, unless it shall be proved that the Guarantee
            Trustee was negligent in ascertaining the pertinent facts upon which
            such judgment was made;

                  (iii) the Guarantee 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


                                       7


            the Holders of not less than a Majority in Liquidation Amount of the
            Capital Securities relating to the time, method and place of
            conducting any proceeding for any remedy available to the Guarantee
            Trustee, or exercising any trust or power conferred upon the
            Guarantee Trustee under this Guarantee Agreement; and

                  (iv) subject to Section 3.1(b), no provision of this Guarantee
            Agreement shall require the Guarantee Trustee to expend or risk its
            own funds or otherwise incur personal financial liability in the
            performance of any of its duties or in the exercise of any of its
            rights or powers, if the Guarantee Trustee shall have reasonable
            grounds for believing that the repayment of such funds or liability
            is not reasonably assured to it under the terms of this Guarantee
            Agreement or adequate indemnity against such risk or liability is
            not reasonably assured to it.

      Section 3.2. Certain Rights of Guarantee Trustee.

            (a) Subject to the provisions of Section 3.1:

                  (i) The Guarantee Trustee may rely and shall be fully
            protected in acting or refraining from acting upon any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, direction, consent, order, bond, debenture, note, other
            evidence of indebtedness or other paper or document reasonably
            believed by it to be genuine and to have been signed, sent or
            presented by the proper party or parties.

                  (ii) Any direction or act of the Guarantor contemplated by
            this Guarantee Agreement shall be sufficiently evidenced by an
            Officers' Certificate unless otherwise prescribed herein.

                  (iii) Whenever, in the administration of this Guarantee
            Agreement, the Guarantee Trustee shall deem it desirable that a
            matter be proved or established before taking, suffering or omitting
            to take any action hereunder, the Guarantee Trustee (unless other
            evidence is herein specifically prescribed) may, in the absence of
            bad faith on its part, request and rely upon an Officers'
            Certificate which, upon receipt of such request from the Guarantee
            Trustee, shall be promptly delivered by the Guarantor.

                  (iv) The Guarantee Trustee may consult with legal counsel, and
            the written advice or opinion of such legal counsel with respect to
            legal matters shall be full and complete authorization and
            protection in respect of any action taken, suffered or omitted to be
            taken by it hereunder in good faith and in accordance with such
            advice or opinion. Such legal counsel may be legal counsel to the
            Guarantor or any of its Affiliates and may be one of its employees.
            The Guarantee Trustee shall have the right at any time to seek
            instructions concerning the administration of this Guarantee
            Agreement from any court of competent jurisdiction.


                                       8


                  (v) The Guarantee Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Guarantee
            Agreement at the request or direction of any Holder unless such
            Holder shall have provided to the Guarantee Trustee such adequate
            security and indemnity as would satisfy a reasonable person in the
            position of the Guarantee Trustee against the costs, expenses
            (including attorneys' fees and expenses) and liabilities that might
            be incurred by it in complying with such request or direction,
            including such reasonable advances as may be requested by the
            Guarantee Trustee; provided that nothing contained in this Section
            (a)(v) shall be taken to relieve the Guarantee Trustee, upon the
            occurrence of an Event of Default, of its obligation to exercise the
            rights and powers vested in it by this Guarantee Agreement.

                  (vi) The Guarantee 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, other
            evidence of indebtedness or other paper or document, but the
            Guarantee Trustee, in its discretion, may make such further inquiry
            or investigation into such facts or matters as it may see fit.

                  (vii) The Guarantee Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents or attorneys, and the Guarantee Trustee
            shall not be responsible for any misconduct or negligence on the
            part of any such agent or attorney appointed by it with due care
            hereunder.

                  (viii) Whenever in the administration of this Guarantee
            Agreement the Guarantee Trustee shall deem it desirable to receive
            instructions with respect to enforcing any remedy or right or taking
            any other action hereunder, the Guarantee Trustee (A) may request
            instructions from the Holders, (B) may refrain from enforcing such
            remedy or right or taking such other action until such instructions
            are received, and (C) shall be protected in acting in accordance
            with such instructions.

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

      Section 3.3. Compensation; Indemnity; Fees.

      The Guarantor agrees:

            (a) to pay to the Guarantee Trustee from time to time such
reasonable compensation for all services rendered by it hereunder as may be
agreed by the Guarantor and


                                       9


the Guarantee Trustee from time to time (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

            (b) except as otherwise expressly provided herein, to reimburse the
Guarantee Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Guarantee Trustee in accordance with any
provision of this Guarantee Agreement (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith; and

            (c) to indemnify the Guarantee Trustee, any Affiliate of the
Guarantee Trustee and any officer, director, shareholder, employee,
representative or agent of the Guarantee Trustee (each, an "Indemnified Person")
for, and to hold each Indemnified Person harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on the
part of the Indemnified Person, arising out of or in connection with the
acceptance or administration of this Guarantee Agreement, including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

      The Guarantee Trustee will not claim or exact any lien or charge on any
Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.

      The provisions of this Section 3.3 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

      Section 4.1. Guarantee Trustee; Eligibility.

            (a) There shall at all times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a Person that is eligible pursuant to the Trust
            Indenture Act to act as such and has a combined capital and surplus
            of at least $50,000,000, and shall be a corporation meeting the
            requirements of Section 310(a) of the Trust Indenture Act. If such
            corporation publishes reports of condition at least annually,
            pursuant to law or to the requirements of its supervising or
            examining authority, then, for the purposes of this Section 4.1 and
            to the extent permitted by the Trust Indenture Act, the combined
            capital and surplus of such corporation shall be deemed to be its
            combined capital and surplus as set forth in its most recent report
            of condition so published.

            (b) If at any time the Guarantee Trustee shall cease to be eligible
to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
in the manner and with the effect set out in Section 4.2.


                                       10


            (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

            (a) Subject to Section 4.2(c), the Guarantee Trustee may be
appointed or removed at any time by the action of the Holders of a Majority in
Liquidation Amount of the Capital Securities delivered to the Guarantee Trustee
and the Guarantor (i) for cause or (ii) if a Debenture Event of Default (as
defined in the Trust Agreement) shall have occurred and be continuing at any
time.

            (b) Subject to Section 4.2(c), the Guarantee Trustee may resign from
office (without need for prior or subsequent accounting) by giving written
notice thereof to the Holders and the Guarantor and by appointing a successor
Guarantee Trustee. The Guarantee Trustee shall appoint a successor by requesting
from at least three Persons meeting the requirements of Section 4.1(a) their
expenses and charges to serve as the Guarantee Trustee, and selecting the Person
who agrees to the lowest expenses and charges.

            (c) The Guarantee Trustee appointed hereunder shall hold office
until a Successor Guarantee Trustee shall have been appointed and shall have
accepted such appointment. No removal or resignation of a Guarantee Trustee
shall be effective until a Successor Guarantee Trustee has been appointed and
has accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and, in the case of any
resignation, the resigning Guarantee Trustee.

            (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Holders and the Guarantor of a notice of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Guarantee Trustee.

            (e) If a resigning Guarantee Trustee shall fail to appoint a
successor, or if a Guarantee Trustee shall be removed or become incapable of
acting as Guarantee Trustee and a replacement shall not be appointed prior to
such resignation or removal, or if a vacancy shall occur in the office of
Guarantee Trustee for any cause, the Holders of the Capital Securities, by the
action of the Holders of record of not less than 25% in aggregate Liquidation
Amount (as defined in the Trust Agreement) of the Capital Securities then
Outstanding (as defined in the Trust Agreement) delivered to such Guarantee
Trustee, may appoint a Successor Guarantee Trustee or Trustees. If no successor
Guarantee Trustee shall have been so appointed by the Holders of the Capital
Securities and accepted appointment, any Holder, on behalf of such Holder and
all others similarly situated, or any other Guarantee Trustee, may petition any
court of competent jurisdiction for the appointment of a successor Guarantee
Trustee.


                                       11


                                    ARTICLE V
                                    GUARANTEE

      Section 5.1. Guarantee.

      The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer Trust may have or
assert, except the defense of payment. The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.

      Section 5.2. Waiver of Notice and Demand.

      The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer Trust or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

      Section 5.3. Obligations Not Affected.

      The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

            (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Capital Securities to be
performed or observed by the Issuer Trust;

            (b) the extension of time for the payment by the Issuer Trust of any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Capital Securities
or the extension of time for the performance of any other obligation under,
arising out of, or in connection with, the Capital Securities;

            (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer Trust granting indulgence or extension of any
kind;

            (d) the voluntary or involuntary liquidation, dissolution,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Issuer Trust or any of the assets of the
Issuer Trust;

            (e) any invalidity of, or defect or deficiency in, the Capital
Securities;


                                       12


            (f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

            (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Section 5.3
that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances. There shall be no obligation of
the Holders to give notice to, or obtain the consent of, the Guarantor with
respect to the happening of any of the foregoing.

      Section 5.4. Rights of Holders.

      The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Capital Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
and (iv) any Holder may institute a legal proceeding directly against the
Guarantor to enforce its rights under this Guarantee Agreement without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust
or any other Person.

      Section 5.5. Guarantee of Payment.

      This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Debentures to Holders as
provided in the Trust Agreement.

      Section 5.6. Subrogation.

      The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

      Section 5.7. Independent Obligations.

      The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer Trust with respect to the Capital Securities
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms


                                       13


of this Guarantee Agreement notwithstanding the occurrence of any event referred
to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                           COVENANTS AND SUBORDINATION

      Section 6.1. Subordination.

      The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt (as defined in the Indenture) of
the Guarantor to the extent and in the manner set forth in the Indenture with
respect to the Debentures, and the provisions of Article Thirteen of the
Indenture will apply, mutatis mutandis, to the obligations of the Guarantor
hereunder. The obligations of the Guarantor hereunder do not constitute Senior
Debt (as defined in the Indenture) of the Guarantor.

      Section 6.2. Pari Passu Guarantees.

      The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under (i) any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred or
capital securities issued by any business trust, (ii) the Indenture and the debt
securities issued thereunder; (iii) any expense agreements entered into by the
Guarantor in connection with the offering of preferred or capital securities by
any business trust, and (iv) any other security, guarantee or other agreement or
obligation that is expressly stated to rank pari passu with the obligations of
the Guarantor under this Guarantee Agreement or with any obligation that ranks
pari passu with the obligations of the Guarantor under this Guarantee Agreement.

                                   ARTICLE VII
                                   TERMINATION

      Section 7.1. Termination.

      This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Capital Securities,
(ii) the distribution of Debentures to the Holders in exchange for all of the
Capital Securities or (iii) full payment of the amounts payable in accordance
with Article IX of the Trust Agreement upon liquidation of the Issuer Trust.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
is required to repay any sums paid with respect to Capital Securities or this
Guarantee Agreement.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      Section 8.1. Successors and Assigns.


                                       14


      All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under the Indenture and
pursuant to which the successor or assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder, and any purported assignment other than in accordance
with this provision shall be void.

      Section 8.2. Amendments.

      Except with respect to any changes that do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

      Section 8.3. Notices.

      Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

            (a) if given to the Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number as the Guarantor may give
notice to the Guarantee Trustee and the Holders:

                    Visteon Corporation
                    Fairlane Plaza North, 10th Floor
                    290 Town Center Drive
                    Dearborn, Michigan  48126
                    Attention:  General Counsel
                    Telecopy:  (313) 755-2762

            (b) if given to the Guarantee Trustee, to the address or telecopy
number set forth below or such other address or telecopy number as the Guarantee
Trustee may give notice to the Guarantor and Holders:

                    Bank One Trust Company, N.A.
                    1 Bank One Plaza
                    Suite IL1-0481
                    Chicago, Illinois  60670-0481
                    Attention:  Corporate Trust Administration
                    Telecopy:  (312) 336-8840 or (312) 336-8841

                    with a copy to:
                    Visteon Capital Trust I
                    c/o Visteon Corporation


                                       15


                    5500 Auto Club Drive
                    Dearborn, Michigan  48126
                    Telecopy:  (313) 755-2762

            (c) if given to any Holder, at the address set forth on the books
and records of the Issuer Trust. All notices hereunder shall be deemed to have
been given when received in person, telecopied with receipt confirmed, or mailed
by first class mail, postage prepaid, except that if a notice or other document
is refused delivery or cannot be delivered because of a changed address of which
no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

      Section 8.4. Benefit.

      This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

      Section 8.5. Governing Law.

      THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

      Section 8.6. Counterparts.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


                                       16


      IN WITNESS WHEREOF, the parties hereto have executed this Guarantee
Agreement as of the day and year first above written.


                                        VISTEON CORPORATION,
                                        as Guarantor

                                        By:___________________________________
                                           Name: _____________________________
                                           Title:_____________________________


                                        BANK ONE TRUST COMPANY, N.A.,
                                        as Guarantee Trustee

                                        By:___________________________________
                                           Name: _____________________________
                                           Title:_____________________________


                                       17

                                                                     EXHIBIT 5.1

                          [FOLEY & LARDNER LETTERHEAD]


                                                    April 2, 2002


Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126

Ladies and Gentlemen:

         We are acting as counsel to Visteon Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") being filed today by the Company and Visteon Capital
Trust I, a statutory business trust formed under Delaware law (the "Trust") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers $800,000,000 in aggregate amount of the following securities,
in one or more series:

          (a) debt securities of the Company (the "Debt Securities") issuable
from time to time under either an Amended and Restated Indenture between the
Company and Bank One Trust Company, N.A., as trustee (the "Trustee"), or a
Subordinated Indenture between the Company and the Trustee, in the form filed as
Exhibit 4.1 or Exhibit 4.2, respectively, to the Registration Statement (each,
an "Indenture");

         (b) preferred stock, par value $1.00 per share, of the Company
("Preferred Stock");

         (c) depositary shares, each representing a fraction of a share of
Preferred Stock ("Depositary Shares"), to be evidenced by depositary receipts
(the "Depositary Receipts") issued pursuant to a Deposit Agreement among the
Company, a bank or trust company selected by the Company to act as a depositary
(the "Depositary") and the holders from time to time of the Depositary Receipts
(the "Deposit Agreement");

         (d) common stock, par value $1.00 per share, of the Company ("Common
Stock");

         (e) warrants to purchase Debt Securities, Preferred Stock, Depositary
Shares or Common Stock ("Warrants");



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Visteon Corporation
April 2, 2002
Page 2

         (f) trust preferred securities of the Trust ("Trust Preferred
Securities") and the related guarantee by the Company (the "Trust Guarantee");

         (g) stock purchase contracts, including contracts obligating holders to
purchase shares of Common Stock, Preferred Stock or Depositary Shares at a
future date or dates ("Purchase Contracts"); and

         (h) units consisting of a Purchase Contract and Debt Securities, Trust
Preferred Securities or debt obligations of third parties, in each case securing
the holder's obligation under a Purchase Contract ("Units" and, together with
the Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Warrants,
Trust Preferred Securities, Trust Guarantee and Purchase Contracts,
"Securities").

         In our capacity as such counsel, we have examined (i) an unexecuted
copy of each Indenture, (ii) an unexecuted copy of the Trust Guarantee and (iii)
copies, certified or otherwise identified to our satisfaction, of the Amended
and Restated Certificate of Incorporation of the Company, the Amended and
Restated By-Laws of the Company, certain resolutions adopted by the Board of
Directors of the Company and such other corporate records of the Company and
such other documents as we have considered necessary or appropriate as a basis
for the opinions hereinafter expressed. In this connection, we have assumed
that:

         (a) the Securities Pricing Committee of the Board of Directors of the
Company (the "Pricing Committee") will have taken action by appropriate
proceedings (i) to fix the forms and terms of one or more issues of Securities
up to a maximum aggregate amount of $800,000,000, (ii) to authorize the Company
to execute and deliver the Securities and, as applicable, one or both
Indentures, the certificate of designations relating to the Preferred Stock (the
"Certificate of Designations"), the Depositary Receipts, the Deposit Agreement,
the warrant agreement relating to the Warrants (the "Warrant Agreement") or such
other agreement, if any, pursuant to which the Securities are to be issued (the
Indentures, the Certificate of Designations, the Depositary Receipts, the
Deposit Agreement, the Warrant Agreement and any such other agreement being
referred to herein collectively as the "Securities Agreements") and (iii) to
authorize the issuance and sale of the Securities;

         (b) the Securities so authorized by the Pricing Committee and the
related Securities Agreement will have been duly executed by the Company and the
other parties thereto;

         (c) the Securities so authorized by the Pricing Committee will have
been duly issued, sold and delivered against payment therefor in accordance with
such authorization and the applicable Securities Agreement and in the manner
contemplated by the Registration Statement and the applicable prospectus
supplement;




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Visteon Corporation
April 2, 2002
Page 3

         (d) the registration requirements of the Securities Act and such state
and foreign securities laws as may be applicable will have been complied with;

         (e) (i) the Trust Preferred Securities will have been legally issued
and will be fully paid and non-assessable, (ii) the declaration of trust of the
Trust (the "Declaration of Trust") will have been duly authorized, executed and
delivered by, and will constitute a valid, binding and enforceable obligation
of, the parties thereto and (iii) the Trust will have been duly organized and
will be validly existing in good standing as a business trust under the laws of
the State of Delaware; and

         (f) there will be a sufficient number of authorized shares of Common
Stock or Preferred Stock, as the case may be, available at the time of issuance.

         Based upon and subject to the foregoing, and having regard for such
legal considerations as we consider relevant, it is our opinion that:

         1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

         2. The Board of Directors of the Company has duly authorized the
Pricing Committee, empowering the Pricing Committee to fix the terms of one or
more issues of Securities up to a maximum aggregate of $800,000,000 and to
authorize the issue and sale of the Securities.

         3. When the applicable Indenture shall have been qualified under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and Debt
Securities have been authenticated under the applicable Indenture, then such
Debt Securities will constitute valid and binding obligations of the Company,
entitled to the benefits provided by the applicable Indenture.

         4. When the Certificate of Designations has been filed with the
Secretary of State of the State of Delaware, and (with respect to Depositary
Shares only) the Depositary has duly executed the Depositary Receipts in
accordance with the terms of the Deposit Agreement (the Company having deposited
the Preferred Stock with the Depositary pursuant to the Deposit Agreement), then
the Preferred Stock will be legally issued, fully paid and nonassessable
(provided that the consideration paid therefor is not less than the par value
thereof), will not have been issued in violation of or subject to any preemptive
rights and will have the rights set forth in the Amended and Restated
Certificate of Incorporation of the Company as further amended by the
Certificate of Designations, and the Depositary Shares will represent legal and
valid interests in shares of Preferred Stock.






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Visteon Corporation
April 2, 2002
Page 4


         5. The Common Stock will be legally issued, fully paid and
nonassessable (provided that the consideration paid therefor is not less than
the par value thereof).

         6. The Warrants will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

         7. When (a) the guarantee agreement pursuant to which the Trust
Guarantee is to be issued has been qualified under the Trust Indenture Act, (b)
the Declaration of Trust has been qualified under the Trust Indenture Act and
has been duly executed and delivered by the Company and the other parties
thereto, (c) making and performing the Trust Guarantee is necessary or
convenient to the conduct, promotion or attainment of the business of the
Company and (d) the Trust Preferred Securities have been duly authorized for
issuance and duly executed, issued and delivered by duly authorized trustees of
the Trust against payment of the consideration therefor and authenticated, all
in the manner provided for in the Declaration of Trust, then the Trust Guarantee
will constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

         8. The Purchase Contracts will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.

         9. The Units will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

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

         (a) Enforceability of the rights and remedies set forth in the
Securities and in the applicable Securities Agreement 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 Securities and the applicable Securities
Agreement is subject, in each case, 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 thereunder.

         (c) Although certain provisions of the Securities and the applicable
Securities Agreement 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, in
any such case, the validity of the Securities




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Visteon Corporation
April 2, 2002
Page 5

and Securities Agreement taken together, and the Securities and such Securities
Agreement contain, in each case, 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 expressed in paragraph 1, we have
relied solely and without independent investigation upon certificates of the
Secretary of State of the State of Delaware dated March 27, 2002.

         We call to your attention that certain of the Securities and Securities
Agreements are and will be expressly governed by their 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 5.1 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,


                                           /s/ Foley & Lardner

                                                                     EXHIBIT 5.2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]





                                               April 2, 2002



Visteon Capital Trust I
c/o Visteon Corporation
5500 Auto Club Drive
Dearborn, MI 48126

                  Re:      Visteon Capital Trust I

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Visteon
Corporation, a Delaware corporation (the "Company"), and Visteon Capital Trust
I, a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust as filed in the
office of the Secretary of State of the State of Delaware (the "Secretary
of State") on April 1, 2002 (the "Certificate");

                  (b) The Trust Agreement of the Trust, dated as of April 1,
2002, among the Company, as depositor, and the trustees of the Trust named
therein;

                  (c) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A, B and C thereto) (the "Trust Agreement"), to be
entered into among the Company, as depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust, attached as an exhibit to the Registration Statement
(as defined below);

                  (d) The Registration Statement on Form S-3 (the "Registration
Statement"), including a prospectus (the "Prospectus"), relating to the trust
preferred securities of the Trust






Visteon Capital Trust I
April 2, 2002
Page 2


representing undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as proposed
to be filed by the Company and the Trust with the Securities and Exchange
Commission (the "SEC") on or about April 2, 2002; and

                  (e) A Certificate of Good Standing for the Trust, dated April
1, 2002, obtained from the Secretary of State.

                  Capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, that each
of the parties to the documents examined by us has been duly created, organized
or formed, as the case may be, and is validly existing in good standing under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi)
the receipt by each Person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the




Visteon Capital Trust I
April 2, 2002
Page 3

Preferred Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. In addition, we hereby consent to the use
of our name under the heading "Legal Opinions" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the SEC thereunder. Except as stated
above, without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.

                                             Very truly yours,

                                             /s/ Richards, Layton & Finger, P.A.

BJK/MVP

                                                                    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 January 16, 2002, except for Note 17,
as to which the date is March 11, 2002, relating to the financial statements,
which appears in Visteon Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001. We also consent to the references to us under the
heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
March 27, 2002

                                                                    EXHIBIT 25.1

                       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, NATIONAL ASSOCIATION
                                1 BANK ONE PLAZA
                             CHICAGO, ILLINOIS 60670
          ATTN: SANDRA L. CARUBA, FIRST VICE PRESIDENT, (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
                          SUBORDINATED DEBT SECURITIES
          GUARANTEES OF PREFERRED SECURITIES OF VISTEON CAPITAL TRUST I
                         (TITLE OF INDENTURE SECURITIES)

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.

            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 11th day of March,
      2002.

                     BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE


                     BY  /S/SANDRA L. CARUBA
                         -------------------------------------
                         SANDRA L. CARUBA
                         FIRST 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).

                                                                       EXHIBIT 6

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

                                                               March 11, 2002

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
                                         FIRST VICE PRESIDENT

                                                                       EXHIBIT 7

                                                                                                          
Legal Title of Bank:                Bank One Trust Company, N.A.        Call Date: 12/31/01     State #:  391581      FFIEC 041
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 DECEMBER 31, 2001

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
                                                                                                              ---------       ----
                                                                                                                      
ASSETS
1       Cash and balances due from depository institutions (from Schedule
        RC-A):                                                                                      RCON
        a. Noninterest-bearing balances and currency and coin(1) .................................  0081         285,199      1.a
        b. Interest-bearing balances(2) ..........................................................  0071               0      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             336      2.b
3       Federal funds sold and securities purchased under agreements to resell ...................  1350       1,466,628      3.
4       Loans and lease financing receivables: (from Schedule RC-C):                                RCON
        a. Loans and leases held for sale ........................................................  5369               0      4.a
        b. Loans and leases, net of unearned income ..............................................  B528         195,551      4.b
        c. LESS: Allowance for loan and lease losses .............................................  3123             292      4.c
        d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) ...........  B529         195,259      4.d
5       Trading assets (from Schedule RC-D) ......................................................  3545               0      5.
6       Premises and fixed assets (including capitalized leases) .................................  2145          13,065      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
        a.  Goodwill .............................................................................  3163               0     10.a
        b.  Other intangible assets (from Schedule RC-M) .........................................  0426           9,224     10.b
11      Other assets (from Schedule RC-F) ........................................................  2160         250,027     11.
12      Total assets (sum of items 1 through 11) .................................................  2170       2,219,738     12.


(1)   Includes cash items in process of collection and unposted debits.

(2)   Includes time certificates of deposit not held for trading.

                                                                                                           
Legal Title of Bank:                Bank One Trust Company, N.A.        Call Date:  12/31/01    State #:  391581       FFIEC 041
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) ...............................................           2200       1,957,028       13.a
           (1) Noninterest-bearing(1) ........................................           6631       1,378,041       13.a1
           (2) Interest-bearing ..............................................           6636         587,987       13.a2
        b. Not applicable
14.     Federal funds purchased and securities sold under agreements
        to repurchase ........................................................      RCFD 2800               0       14.
15.         Trading Liabilities(from Schedule RC-D) ..........................      RCFD 3548               0       15.
16.     Other borrowed money (includes mortgage indebtedness and
        obligations under capitalized leases) (from Schedule RC-M) ...........           3190               0       16.
17.     Not applicable
18.     Bank's liability on acceptances executed and outstanding .............           2920               0       18.
19.     Subordinated notes and debentures (2) ................................           3200               0       19.
20.     Other liabilities (from Schedule RC-G) ...............................           2930          72,264       20.
21.     Total liabilities (sum of items 13 through 20) .......................           2948       2,029,292       21.
22.     Minority interest in consolidated subsidiaries .......................           3000               0       22.
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. Retained earnings .................................................           3632         144,485       26.a
        b. Accumulated other comprehensive income (3) ........................           B530               4       26.b
27.     Other equity capital components (4) ..................................           A130               0       27.
28.     Total equity capital (sum of items 23 through 27) ....................           3210         190,446       28.
29.     Total liabilities, minority interest, and equity
        capital (sum of items 21, 22, and 28) ................................           3300       2,219,738       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 2000

                N/A                        Number
                RCFD 6724                    M.1.

1   = Independent audit of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm which
      submits a report on the bank

2   = Independent audit of the bank's parent holding company conducted in
      accordance with generally accepted auditing standards by a certified
      public accounting firm which submits a report on the consolidated holding
      company (but not on the bank separately)

3   = Directors' examination of the bank conducted in accordance with
      generally accepted auditing standards by a certified public accounting
      firm (may be required by state chartering authority)

4.  = Directors' examination of the bank performed by other external auditors
      (may be required by state chartering authority)

5   = Review of the bank's financial statements by external auditors

6   = Compilation of the bank's financial statements by external auditors

7   = Other audit procedures (excluding tax preparation work)

8   = No external audit work

- ----------
(1)   Includes total demand deposits and noninterest-bearing time and savings
      deposits.
(2)   Includes limited-life preferred stock and related surplus.
(3)   Includes net unrealized holding gains (losses) on available-for-sale
      securities, accumulated net gains (losses) on cash flow hedges, and
      minimum pension liability adjustments.
(4)   Includes treasury stock and unearned Employee Stock Ownership Plan shares.

                                                                    EXHIBIT 25.2

                       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, NATIONAL ASSOCIATION
                                1 BANK ONE PLAZA
                             CHICAGO, ILLINOIS 60670
          ATTN: SANDRA L. CARUBA, FIRST VICE PRESIDENT, (312) 336-9436
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   ----------

                             VISTEON CAPITAL TRUST I
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE                                          APPLIED FOR
(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)

                              PREFERRED SECURITIES
                         (TITLE OF INDENTURE SECURITIES)

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.

            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 11th day of March, 2002.

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE


                  BY  /S/SANDRA L. CARUBA
                    ---------------------------------------------------
                      SANDRA L. CARUBA
                      FIRST 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).

                                                                       EXHIBIT 6

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

                                                                  March 11, 2002

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of a trust declaration between Visteon
Capital Trust I 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
                                        FIRST VICE PRESIDENT

                                                                       EXHIBIT 7

                                                                                                          
Legal Title of Bank:                Bank One Trust Company, N.A.        Call Date: 12/31/01     State #:  391581      FFIEC 041
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 DECEMBER 31, 2001

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
                                                                                                              ---------       ----
                                                                                                                      
ASSETS
1       Cash and balances due from depository institutions (from Schedule
        RC-A):                                                                                      RCON
        a. Noninterest-bearing balances and currency and coin(1) .................................  0081         285,199        1.a
        b. Interest-bearing balances(2) ..........................................................  0071               0        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             336        2.b
3       Federal funds sold and securities purchased under agreements to resell ...................  1350       1,466,628        3.
4       Loans and lease financing receivables: (from Schedule RC-C):                                RCON
        a. Loans and leases held for sale ........................................................  5369               0        4.a
        b. Loans and leases, net of unearned income ..............................................  B528         195,551        4.b
        c. LESS: Allowance for loan and lease losses .............................................  3123             292        4.c
        d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) ...........  B529         195,259        4.d
5       Trading assets (from Schedule RC-D) ......................................................  3545               0        5.
6       Premises and fixed assets (including capitalized leases) .................................  2145          13,065        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
        a.  Goodwill .............................................................................  3163               0       10.a
        b.  Other intangible assets (from Schedule RC-M) .........................................  0426           9,224       10.b
11      Other assets (from Schedule RC-F) ........................................................  2160         250,027       11.
12      Total assets (sum of items 1 through 11) .................................................  2170       2,219,738       12.


(1)   Includes cash items in process of collection and unposted debits.

(2)   Includes time certificates of deposit not held for trading.

                                                                                                           
Legal Title of Bank:                Bank One Trust Company, N.A.        Call Date:  12/31/01    State #:  391581       FFIEC 041
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:
                                                                                         RCON
        a. In domestic offices (sum of totals of columns A and C
           from Schedule RC-E) ...............................................           2200       1,957,028       13.a
           (1) Noninterest-bearing(1) ........................................           6631       1,378,041       13.a1
           (2) Interest-bearing ..............................................           6636         587,987       13.a2
        b. Not applicable
14.     Federal funds purchased and securities sold under agreements
        to repurchase ........................................................      RCFD 2800               0       14.
15.         Trading Liabilities(from Schedule RC-D) ..........................      RCFD 3548               0       15.
16.     Other borrowed money (includes mortgage indebtedness and
        obligations under capitalized leases) (from Schedule RC-M) ...........           3190               0       16.
17.     Not applicable
18.     Bank's liability on acceptances executed and outstanding .............           2920               0       18.
19.     Subordinated notes and debentures (2) ................................           3200               0       19.
20.     Other liabilities (from Schedule RC-G) ...............................           2930          72,264       20.
21.     Total liabilities (sum of items 13 through 20) .......................           2948       2,029,292       21.
22.     Minority interest in consolidated subsidiaries .......................           3000               0       22.
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. Retained earnings .................................................           3632         144,485       26.a
        b. Accumulated other comprehensive income (3) ........................           B530               4       26.b
27.     Other equity capital components (4) ..................................           A130               0       27.
28.     Total equity capital (sum of items 23 through 27) ....................           3210         190,446       28.
29.     Total liabilities, minority interest, and equity
        capital (sum of items 21, 22, and 28) ................................           3300       2,219,738       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 2000

                N/A                        Number
                RCFD 6724                    M.1.

1   = Independent audit of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm which
      submits a report on the bank

2   = Independent audit of the bank's parent holding company conducted in
      accordance with generally accepted auditing standards by a certified
      public accounting firm which submits a report on the consolidated holding
      company (but not on the bank separately)

3   = Directors' examination of the bank conducted in accordance with
      generally accepted auditing standards by a certified public accounting
      firm (may be required by state chartering authority)

4.  = Directors' examination of the bank performed by other external auditors
      (may be required by state chartering authority)

5   = Review of the bank's financial statements by external auditors

6   = Compilation of the bank's financial statements by external auditors

7   = Other audit procedures (excluding tax preparation work)

8   = No external audit work

- ----------
(1)   Includes total demand deposits and noninterest-bearing time and savings
      deposits.
(2)   Includes limited-life preferred stock and related surplus.
(3)   Includes net unrealized holding gains (losses) on available-for-sale
      securities, accumulated net gains (losses) on cash flow hedges, and
      minimum pension liability adjustments.
(4)   Includes treasury stock and unearned Employee Stock Ownership Plan shares.