FORD MOTOR CO, S-8, 1995-11-28

FORD MOTOR CO
S-8, 1995-11-28
MOTOR VEHICLES & PASSENGER CAR BODIES

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<PAGE> 1

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)

Delaware 38-0549190
(State or other jurisdiction (I.R.S. Employee Identification No.)
of incorporation or organization)

The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)

FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES
(Full Title of the Plan)

J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899

Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE AMOUNT TO BE OBLIGATION PRICE AMOUNT OF
REGISTERED REGISTERED REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 4,000,000
$1.00 par value shares $28.75 $115,000,000 $39,655.45
=====================================================================================================================
</TABLE>

*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Master Trust established as of
September 30, 1995 and as trustee under the Plan, during 1995 and during
subsequent years until a new Registration Statement becomes effective.

**Based on the market price of Common Stock of the Company on November 20,
1995 in accordance with Rule 457(c) under the Securities Act of 1933.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

<PAGE> 2
- 2 -

FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
____________________

The contents of Registration Statements Nos. 33-61107, 33-58255, 33-54737,
33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 are incorporated herein by
reference.

____________________

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statemet:

(a) The latest annual report of Ford Motor Company ("Ford")
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") which contains, either directly or
indirectly by incorporation by reference, certified financial
statements for Ford's latest fiscal year for which such statements
have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above.

(c) The description of Ford's Common Stock contained in
registration statement no. 33-43085 filed by Ford under the Securities
Act of 1933 (the "1933 Act").

All documents subsequently filed by Ford pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

ITEM 8. EXHIBITS.

EXHIBIT 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees. Filed with this Registration Statement.

EXHIBIT 4.B - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed with this Registration Statement.

EXHIBIT 4.C - Copy of Letter Agreement effective February 1, 1993 between
Lehman Government Securities, Inc. and Comerica Bank, as
Trustee. Filed as Exhibit 4.J to Registration Statement No.
33-54275 and incorporated herein by reference.

EXHIBIT 4.D - Copy of Group Annuity Contract effective January 1, 1994
between The Prudential Insurance Company of America and
Comerica Bank, as Trustee. Filed as Exhibit 4.K to
Registration Statement No. 33-54275 and incorporated herein by
reference.

EXHIBIT 4.E - Copy of Group Annuity Contract effective January 1, 1995
between John Hancock Mutual Life Insurance Company and Comerica
Bank, as Trustee. Filed with this Registration Statement.

EXHIBIT 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel
of Ford Motor Company, with respect to the legality of the
securities being registered hereunder. Filed with this
Registration Statement.

EXHIBIT 5.B - Copy of Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal Revenue
Code. Filed as Exhibit 5.B to Registration Statement No.
33-58255 and incorporated herein by reference.

EXHIBIT 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with
this Registration Statement.

EXHIBIT 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.

EXHIBIT 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 33-58785 and incorporated
herein by reference.

EXHIBIT 24.B - Power of Attorney authorizing signature. Filed as with this
Registration Statement.

<PAGE> 3

- 3 -

EXHIBIT 24.C - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit 24.2 to Registration Statement No. 33-58785 and
incorporated herein by reference.

SIGNATURES

The Plan. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN 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 THIS 28TH DAY OF NOVEMBER, 1995.

FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES

By: /s/Lee Mezza
---------------------------------------
LEE MEZZA, CHAIRMAN
TAX-EFFICIENT SAVINGS PLAN COMMITTEE

<PAGE> 4
- 4 -

The Registrant. 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-8 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 THIS 28TH DAY
OF NOVEMBER, 1995.

FORD MOTOR COMPANY

By: Alex Trotman*
-----------------------------------
(ALEX TROTMAN)
CHAIRMAN OF THE BOARD OF DIRECTORS

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

Signature Title Date
--------- ----- ----

Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
- -------------------
(ALEX TROTMAN)

Colby H. Chandler* Director
- -----------------------
(COLBY H. CHANDLER)

Michael D. Dingman* Director November 28, 1995
- -----------------------
(MICHAEL D. DINGMAN)

Director, Vice
President-Ford
and President and
Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
- ----------------------
(EDSEL B. FORD II)

William Clay Ford* Director
- -----------------------
(WILLIAM CLAY FORD)

<PAGE> 5

- 5 -

Signature Title Date
--------- ----- ----

Director and Chairman
William Clay Ford, Jr.* of the Finance Committee
- ---------------------------
(WILLIAM CLAY FORD, JR.)

Roberto C. Goizueta* Director
- ---------------------------
(ROBERTO C. GOIZUETA)

Irvine O. Hockaday, Jr.* Director
- ---------------------------
(IRVINE O. HOCKADAY, JR.)

Marie-Josee Kravis* Director
- ---------------------------
(MARIE-JOSEE KRAVIS)

Drew Lewis* Director
- ---------------------------
(DREW LEWIS)

Ellen R. Marram* Director November 28, 1995
- ---------------------------
(ELLEN R. MARRAM)

Kenneth H. Olsen* Director
- ---------------------------
(KENNETH H. OLSEN)

Carl E. Reichardt* Director
- ---------------------------
(CARL E. REICHARDT)

Director and Vice Chairman
Louis R. Ross* and Chief Technical Officer
- ---------------------------
(LOUIS R. ROSS)

<PAGE> 6
- 6 -

Signature Title Date
--------- ----- ----

Clifton R. Wharton, Jr.* Director
- --------------------------
(CLIFTON R. WHARTON, JR.)

Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer)
- --------------------------
(JOHN M. DEVINE) November 28, 1995

Director of Accounting
Daniel R. Coulson* (principal accounting officer)
- --------------------------
(DANIEL R. COULSON)

*By: /s/K. S. Lamping
---------------------
(K. S. Lamping,
Attorney-in-Fact)

<PAGE> 7

- 7 -

EXHIBIT INDEX

Sequential Page
at which Found
(or Incorporated
by Reference)

EXHIBIT 4.A - Ford Motor Company Tax-Efficient Savings Plan for Hourly
Employees. Filed with this Registration Statement.

EXHIBIT 4.B - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust
Company, as Trustee. Filed with this Registration Statement.

EXHIBIT 4.E - Copy of Group Annuity Contract effective January 1, 1995
between John Hancock Mutual Life Insurance Company and
Comerica Bank, as Trustee. Filed with this Registration
Statement.

EXHIBIT 5.A - Opinion of Thomas J. DeZure, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with this
Registration Statement.

EXHIBIT 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this
Registration Statement.

EXHIBIT 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.

EXHIBIT 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 33-58785 and incorporated
herein by reference.

EXHIBIT 24.B - Power of Attorney authorizing signature. Filed with this
Registration Statement.

<PAGE> 8
- 8 -

EXHIBIT 24.C - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.2 to Registration Statement No. 33-58785 and incorporated
herein by reference.

<PAGE> 1
Exhibit 4.A

FORD MOTOR COMPANY TAX-EFFICIENT

SAVINGS PLAN FOR HOURLY EMPLOYEES
<PAGE> 2

FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES

This Plan has been established by the Company to enable employees to
save and invest in a tax-efficient manner and to provide them with an
opportunity to become stockholders of the Company.

I. DEFINITIONS.

As hereinafter used:

1. "Cash" shall mean and include (a) any amount of money
credited to a member's account and not invested in
Company stock, the Common Stock Fund or the Bond Fund,
and (b) any amount credited to a member's subaccount in
the Income Fund or the Current Interest Fund.

2. "Cash value of the Common Stock Fund Units" shall mean
the number of Common Stock Fund Units concerned
multiplied by the Common Stock Fund Unit Price, as
defined in subparagraph 4 of paragraph XIII, on the
date such cash value is to be determined.

3. "Collective Bargaining Agreement" shall mean the
Collective Bargaining Agreement dated September 15,
1993 between the Company and the International Union,
United Automobile, Aerospace and Agricultural Implement
Workers of America, UAW.

4. "Committee" shall mean the Tax-Efficient Savings Plan
Committee created by the Company pursuant to the
provisions of paragraph XX hereof.

5. "Company" shall mean Ford Motor Company.

6. "Company stock" shall mean Common Stock of the Company.

7. "Composite Quotation Listing" shall mean a composite
listing of market prices of securities supplied by a
reputable financial statistical service selected by the
Trustee, which listing includes the prices at which
securities are traded on national securities exchanges
located in the United States.

8. "Current market value" shall mean, with reference to
Company stock, the closing market price on the day in
question or, if no sales were made on that date, at the
closing market price on the next preceding day on which
sales were made, in either case as reported in the
Composite Quotation Listing.

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<PAGE> 3
9. "Earnings", with reference to Tax-Efficient Savings
Contributions, shall mean earnings resulting from the
investment and any reinvestment of such contributions
and any increment thereof and shall include interest,
dividends and other distributions on such investments.

10. "Eligibility computation period" shall mean the twelve
(12) consecutive month period beginning with the first
day of employment, or in the event that an employee
does not perform in each of four calendar months in
such twelve (12) consecutive month period duties for
which payment is made, the plan year which includes the
first anniversary of the first day of employment, and
succeeding plan years.

11. "Employee" shall mean each person who is employed at an
hourly rate by a Participating Company and is enrolled
on the active employment rolls of such Participating
Company maintained in the United States.

12. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

13. "Income Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the
Trustee in accordance with subparagraph 1 of paragraph
XIII hereof and related cash.

14. "Income Fund Contract" shall mean an arrangement under
which (a) an Income Fund Manager receives amounts of
cash from the Trustee and invests such amounts
primarily in such fixed income securities as may be
selected by such Income Fund Manager in its discretion
with the objective of conservation of principal and the
realization of a reasonable rate of return consistent
therewith, and (b) such Income Fund Manager pays to the
Trustee such amounts of principal and accumulated
earnings and gains as are to be distributed to or
transferred or withdrawn by members pursuant to the
Plan and such other amounts as to which the Trustee may
be entitled under the arrangement.

15. "Income Fund Manager" shall mean an insurance company
or other organization which has entered into an Income
Fund Contract with the Company pursuant to subparagraph
1 of paragraph XIII hereof.

16. "Common Stock Fund" shall mean that portion of the
trust fund under the Plan consisting of investments
made by the Trustee

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in accordance with subparagraph 4 of paragraph XIII
hereof and related cash.

17. "Common Stock Fund Units" shall mean the measure of a
member's interest in the Common Stock Fund as described
in subparagraph 4 of paragraph XIII hereof.

18. "Member" shall mean and include (a) an employee who
shall have elected to participate in the Plan and, in
the case of an employee of a Participating Company,
shall have filed a Tax-Efficient Savings agreement then
outstanding under the Plan, and (b) a person who has
securities, cash, Common Stock Fund Units or Bond Fund
Units in an account under the Plan.

19. "Current Interest Fund" shall mean that portion of the
trust fund under the Plan consisting of investments
made by the Trustee in accordance with subparagraph 3
of paragraph XIII hereof and related cash.

20. "Current Interest Fund Advisor" shall mean one or more
persons or companies, corporations, or other
organizations appointed by the Company to provide
investment advice to the Trustee concerning the Current
Interest Fund. The Trustee may be designated a Current
Interest Fund Advisor by the Company.

21. "Participating Company" shall mean and include the
Company and each subsidiary of the Company that shall
have elected to participate in the Plan with the
consent of the Company. "Subsidiary of the Company"
shall mean a domestic corporation not less than a
majority of the voting stock of which is owned directly
or indirectly by the Company.

22. "Performance Bonus Payments" shall mean payments to
members pursuant to Article IX, Section 2(b)(1) of the
Collective Bargaining Agreement.

23. "Plan year" shall mean a twelve-month period starting
on the first day of the first pay period commencing in
a calendar year and ending on the last day of the last
pay period commencing in such calendar year.

24. "Profit sharing distributions" shall mean amounts
distributed to hourly employees under profit sharing
plans of a Participating Company.

25. "Subsidiary" or "Affiliate" shall mean (a) all
corporations that are members of a controlled group of
corporations within the meaning of Section 1563(a) of
the Internal Revenue Code

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(determined without regard to Section 1563(a)(4) and
Section 1563(e)(3)(c) of the Internal Revenue Code) and
of which the Company is then a member and (b) all
trades or businesses, whether or not incorporated,
that, under the regulations prescribed by the Secretary
of the Treasury pursuant to Section 414(c) of the
Internal Revenue Code, are then under common control
with the Company.

26. "Tax-Efficient Savings account" shall mean an account
of a member under the Plan to which are credited
Tax-Efficient Savings Contributions on behalf of such
employee and earnings thereon.

27. "Tax-Efficient Savings agreement" shall mean an
agreement between an employee and the Participating
Company to have the employee's wages or profit sharing
distributions reduced by an amount specified by the
employee and to have an amount equal to such reduction
contributed by the Participating Company to the Plan on
behalf of the employee, pursuant to Section 401(k) of
the Internal Revenue Code and paragraph IV hereof;
provided, however, that such amount shall be at a rate
of not less than one percent nor more than eighteen
(18) percent (fifteen (15) percent up to the first pay
period after January 1, 1994) of the employee's wages
and at a rate of not less than ten percent nor more
than 100 percent, in multiples of ten percent, of the
employee's profit sharing distributions or such lesser
amounts as may be determined as provided in paragraphs
IV and XXV hereof.

28. "Tax-Efficient Savings Contributions" shall mean
amounts contributed by the Company to the Plan on
behalf of an employee, pursuant to a Tax-Efficient
Savings agreement, as provided in paragraph IV hereof.

29. "Trustee" shall mean the trustee or trustees appointed
by the Company pursuant to the provisions of paragraph
XVI hereof.

30. "Wages" shall mean the regular base pay for
straight-time hours, including holiday pay and vacation
pay (including the related excused absence allowance),
and incentive pay, bereavement pay, jury duty pay, and
short-term military duty pay and the straight time
portion of any overtime hours paid, up to a total of 40
hours in a week for all such payments, and Performance
Bonus Payments to which an employee of a Participating
Company is entitled prior to giving effect to any
Tax-Efficient Savings agreement. Effective with the
first pay period after January 1, 1994, wages also
shall include

5
<PAGE> 6

cost of living allowance applicable to the foregoing.
Performance Bonus payments shall qualify as wages
irrespective of the 40 hour maximum. "Wages" shall not
include any other category of compensation (e.g., cost
of living allowance applicable to the foregoing (up to
the first pay period after January 1, 1994), overtime
premium pay, Saturday and Sunday premium pay,
cost-of-living allowance not applicable to the
foregoing, call-in pay, shift premium pay, seven-day
premium pay, holiday premium pay, grievance awards,
moving allowances, supplemental unemployment benefit
payments under the Company's Supplemental Unemployment
Benefit Plan (including automatic short-week benefit
payments), suggestion awards, tool allowances,
apprentice training incentives, the cost to the
Participating Company of providing Group Life Insurance
and Survivor Income Benefit coverages in excess of
$50,000 (or any other imputed income as may be
designated by law), pension or retirement plan
payments, any Christmas bonus, or any other special
remuneration).

For years beginning after December 31, 1988, the annual
compensation of each employee taken into account for
determining all benefits provided under the Plan for
any determination period shall not exceed the amount
specified in Section 401(a)(17) of the Internal Revenue
Code.

31. "Bond Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the
Trustee in accordance with subparagraph 5 of paragraph
XIII hereof and related cash.

32. "Bond Fund Units" shall mean the measure of a member's
interest in the Bond Fund as described in subparagraph
5 of paragraph XIII hereof.

33. "Cash value of the Bond Fund Units" shall mean the
number of Bond Fund Units concerned multiplied by the
Bond Fund Unit Price, as defined in subparagraph 5 of
paragraph XIII, on the date such cash value is to be
determined.

II. ELIGIBILITY.

Except as hereinafter provided, each employee of a Participating
Company shall be eligible for membership in the Plan and to have Tax-
Efficient Savings Contributions made to the Plan if

1. such employee has attained seniority with one or more of the
Participating Companies or a Subsidiary or Affiliate; or

6
<PAGE> 7
2. such employee has completed an eligibility computation
period in which such employee has performed in each of four
calendar months duties for which payment is made, with one
or more of the Participating Companies or a Subsidiary or
Affiliate, without a subsequent termination of employment;
or

3. such employee is employed after a termination of employment,
if such employee had become eligible under subparagraph 1 or
2 during such employee's previous employment.

The Company may in its discretion determine, in the event of the
acquisition by a Participating Company (by purchase, merger or
otherwise) of all or part of the assets of another corporation, that
the service of a person as an employee of such other corporation
shall be included in ascertaining whether he or she has had such
service as required under subparagraph 1, 2, or 3 above for
eligibility, provided that he or she shall have become an employee of
a Participating Company in connection with such acquisition.

Leased employees are not considered employees and are therefore
excluded from eligibility for membership in the Plan. The term
"leased employee" means any person (other than an employee of the
Company) who pursuant to an agreement between the Company and any
other person ("leasing organization") has performed services for the
Company (or for the Company and related persons determined in
accordance with section 414(n)(6) of the Internal Revenue Code) on a
substantially full time basis for a period of at least one year, and
such services are of a type historically performed by employees in
the business field of the Company. For purposes of this
subparagraph, the term Company shall include the Company and its
subsidiaries.

III. MEMBERSHIP.

Membership of any employee in the Plan shall be entirely voluntary
except as otherwise provided in paragraph XXVI hereof.

An eligible employee may elect membership in the Plan as of the first
day of the first pay period commencing in any month or as of the date
of any profit sharing distribution by delivering to the Company a
notice of election to participate and a Tax-Efficient Savings
agreement in accordance with paragraph IV hereunder.

A newly-hired employee of a Participating Company may elect
membership in the Plan prior to the date on which such employee would
otherwise become eligible for membership in the Plan for the

7
<PAGE> 8

limited purpose of making a rollover contribution to the Plan as
hereinafter provided.

IV. TAX-EFFICIENT SAVINGS CONTRIBUTIONS.

Each eligible employee, by filing with the Company a Tax-Efficient
Savings agreement in such form as the Committee may prescribe, may
elect to have contributed to the Plan on his or her behalf

(a) for each pay period, beginning with the first day of the
first pay period commencing in the first month following the
filing of such agreement, on or before the 23rd day (or such
later day as the Committee from time to time may
determine) of the month preceding such day, a Tax-Efficient
Savings Contribution in such amount as he or she may
authorize at a rate of not less than one percent nor more
than eighteen (18) percent (fifteen (15) percent up to the
first pay period after January 1, 1994) of his or her wages
for such pay period, and

(b) for each profit sharing distribution, following the filing
of such agreement, on or before the 15th day (or such later
day as the Committee from time to time may determine) of the
month preceding the month in which such distribution is
made, a Tax-Efficient Savings Contribution in such amount as
he or she may authorize at a rate of not less than ten
percent nor more than 100 percent, in multiples of ten
percent, of such profit sharing distribution.

The Tax-Efficient Savings agreement shall specify that such
Contributions are to be made in a full percentage amount of wages or
profit sharing distributions, the amounts to be rounded down to the
nearest full dollar.

Subject to the foregoing provisions of this paragraph IV, the rate of
Tax-Efficient Savings Contributions with respect to wages authorized
by the employee may be decreased, increased or stopped by him or her
only as of the first day of the first pay period commencing in any
month by delivering to the Company on or before the 23rd day (or such
later day as the Committee from time to time may determine) of the
month preceding such date a notice of such change. If an employee
shall become ineligible to have Tax-Efficient Savings Contributions
made to the Plan, his or her Tax-Efficient Savings agreement shall
terminate forthwith. If the Tax-Efficient Savings agreement of an
employee shall terminate for any reason, the employee thereafter may,
subject to the eligibility provisions of the Plan, resume the making
of Tax-Efficient Savings Contributions to the Plan, as of the first
day of the first pay period commencing in any month by delivering to
the Company on or

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<PAGE> 9
before the 23rd day (or such later day as the Committee from time to
time may determine) of the month preceding such date a Tax-Efficient
Savings agreement hereunder.

The Company shall contribute to the Plan each month, out of current
or accumulated earnings and profits, but not otherwise, an amount
equal to the aggregate of the amounts of Tax-Efficient Savings
Contributions to be contributed by the Company on behalf of employees
pursuant to such employees' elections under Tax-Efficient Savings
agreements with respect to such month.

The total amount of Tax-Efficient Savings Contributions allowable
under Tax-Efficient Savings agreements for any employee for any year
beginning on or after January 1, 1988 shall not exceed the lesser of
$7,000 multiplied by the cost-of-living adjustment factor prescribed
by the Secretary of the Treasury under Section 415(d) of the Internal
Revenue Code or eighteen (18) percent (fifteen (15) percent up to the
first pay period after January 1, 1994) of the employee's wages for
that year plus 100 percent of the profit sharing distributions
payable to the employee during that year, and for each employee who
is a highly compensated employee for the year as defined below shall
not exceed the percent of the employee's wages and profit sharing
distributions for the year determined as follows. There shall first
be determined, under the following table, an average allowable
tax-efficient savings percentage, for the eligible employees who are
not highly compensated employees for the year as a group.

If the average of the The allowable average
actual tax-efficient tax-efficient savings
savings percentages percentage for eligible
of eligible employees employees who are highly
who are not highly compensated employees
compensated employees shall not
for the year is: exceed:

(a) 2% or less (a) 2.0 times the average of the
actual tax-efficient savings
percentages for eligible
employees who are not highly
compensated employees.

(b) over 2% but not more points (b) 2.0 percentage added to the
than 8% average of the actual
tax-efficient savings percentages
for eligible employees who are
not highly compensated employees.

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<PAGE> 10
(c) more than 8% (c) 1.5 times the average of
the tax-efficient savings
percentages for eligible employees
who are not highly compensated
employees or, in any case, such
lesser amount as the Secretary of
the Treasury shall prescribe to
prevent the multiple use of parts
(a) and (b) of this limitation
with respect to any highly
compensated employees.

The Committee shall, to the extent necessary to conform to the
foregoing limitations, reduce the amounts of allowable Tax-Efficient
Savings Contributions for such year with respect to any or all
eligible employees. Any such reductions by the Committee shall be
done in such manner as the Committee from time to time may prescribe.

"Average Tax-Efficient Savings contribution percentage" means the
average of the Tax-Efficient Savings contribution percentages of the
eligible employees in a group.

"Tax-Efficient Savings contribution percentage" means the ratio
(expressed as a percentage) of Tax-Efficient Savings contributions
under the Plan on behalf of the eligible employee for the year to the
eligible employee's compensation for the year. "Compensation" for
this purpose means compensation paid by the Company to the employee
during the year which is required to be reported as wages on the
employee's Form W-2, plus Tax-Efficient Savings contributions. The
determination of the Tax-Efficient Savings contribution percentage
and the treatment of Tax-Efficient Savings contributions shall
satisfy such other requirements as may be prescribed by the Secretary
of the Treasury pursuant to the Internal Revenue Code.

The Tax-Efficient Savings contribution percentage for any eligible
employee who is a highly compensated employee for the year and who is
eligible to have Tax-Efficient Savings contributions allocated to his
account under two or more plans described in section 401(a) of the
Internal Revenue Code or arrangements described in section 401(k) of
the Internal Revenue Code that are maintained by the Company or an
affiliated corporation shall be determined as if all such
contributions were made under a single plan.

The term "highly compensated employee" includes highly compensated
active employees and highly compensated former employees.

A highly compensated active employee includes any employee who
performs service for the Company during the determination year and
who, during the look-back year, which terms are defined below, (i)
received compensation from the Company in excess of $75,000 (as

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<PAGE> 11
adjusted pursuant to section 415(d) of the Internal Revenue Code);
(ii) received compensation from the Company in excess of $50,000 (as
adjusted pursuant to section 415(d) of the Internal Revenue Code) and
was a member of the top-paid group for such year; or (iii) was an
officer of the Company and received compensation during such year
that is greater than 50 percent of the dollar limitation in effect
under section 424(b)(1)(A) of the Internal Revenue Code.

The term "highly compensated employee" also includes (i) employees
who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year" and
the employee is one of the 100 employees who received the most
compensation from the Company during the determination year; and (ii)
employees who are 5 percent owners at any time during the look-back
year or determination year.

If no officer has satisfied the compensation requirement of (iii)
above during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a highly
compensated employee.

For this purpose, the determination year shall be the plan year. The
look-back year shall be the twelve-month period immediately preceding
the determination year.

A highly compensated former employee includes any employee who
separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Company during the
determination year, and was a highly compensated active employee for
either the separation year or any determination year ending on or
after the employee's 55th birthday.

If an employee is, during a determination year or look-back year, a
family member of either a 5 percent owner who is an active or former
employee or a highly compensated employee who is one of the 10 most
highly compensated employees ranked on the basis of compensation paid
by the Company during such year, then the family member and the 5
percent owner or top-ten highly compensated employee shall be
aggregated. In such case, the family member and 5 percent owner or
top-ten highly compensated employee shall be treated as a single
employee receiving compensation and plan contributions or benefits
equal to the sum of such compensation and contributions or benefits
of the family member and 5 percent owner or top-ten highly
compensated employee. For purposes of this section, family member
includes the spouse, lineal ascendants and descendants of the
employee or former employee and the spouses of such lineal ascendants
and descendants.

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<PAGE> 12

The determination of who is a highly compensated employee, including
the determinations of the number and identity of employees in the
top-paid group, the top 100 employees, the number of employees
treated as officers and the compensation that is considered, will be
made in accordance with section 414(g) of the Internal Revenue Code
and the regulations thereunder.

Subject to such regulations as the Committee from time to time may
prescribe, a member whose Tax-Efficient Savings contributions to this
Plan and similar contributions to all other plans in which the member
is a participant exceed the limit of $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of the
Treasury for any year may request and receive return of such excess
Tax-Efficient Savings contributions to this Plan for such year and
earnings thereon by submitting a request for return of such excess in
this Plan to the Committee in such form as shall be acceptable to the
Committee. Such amounts shall be returned to such member no later
than April 15, 1989, and each April 15 thereafter, to members who
submit such requests to the Committee no later than the immediately
preceding March 1.

Tax-Efficient Savings contributions and earnings thereon in excess of
the limitations in this paragraph IV applicable to such contributions
by employees shall be returned to members on whose behalf such
contributions were made for the preceding plan year at such times and
upon such terms as the Committee shall prescribe. Income on excess
contributions shall be allocated in the same manner that income is
allocated to members' accounts during the plan year, and such method
will be used consistently for all affected members.

A newly-hired employee of a Participating Company who elects
membership in the Plan in accordance with paragraph III may make a
rollover contribution, as permitted under Section 402(a)(5) of the
Internal Revenue Code, to the Plan in cash in an amount not exceeding
the total amount of taxable proceeds distributed to such employee by
a similar qualified plan maintained by his or her immediately
preceding former employer. The rollover contribution must be made by
the employee within 60 days following the receipt by the employee of
such distribution from such former employer's plan. Rollover
contributions shall be invested in accordance with the provisions of
paragraph VII as the employee shall elect. Notwithstanding the
foregoing, the Plan may not receive a rollover contribution of a
distribution from another qualified plan if such other plan provides,
or at any time had provided, benefits through alternative forms of
distribution including annuities, which are not available under this
Plan.

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<PAGE> 13
The Company may recover, without interest, the amount of its
contributions made on account of a mistake in fact, provided that
such recovery is made within one year after the date of such
contribution. Any recovery by the Company of its contributions to
the Plan shall not exceed the value at the time of recovery of assets
acquired with the Company's contributions and earnings thereon.

In the event the deduction of the contribution made by the Company is
disallowed under section 404 of the Internal Revenue Code, such
contribution (to the extent disallowed) must be returned to the
Company within one year of the disallowance of the deduction.

V. MEMBER'S ACCOUNT IN TRUST FUND.

At such times as the Trustee shall require in connection with the
Trustee's purchases of Company stock pursuant to the provisions of
paragraph XVII hereof, but not later than 30 days after the last day
of each month, the Company shall pay to the Trustee (a) the Tax-
Efficient Savings Contributions for such month, and (b) the amounts
of payments by members with respect to loans and interest thereon
pursuant to paragraph XI hereof; provided, however, that Tax-
Efficient Savings Contributions and loan and interest payments for
such month to be invested in the Common Stock Fund, in the Income
Fund, in the Current Interest Fund, or in the Bond Fund shall be paid
to the Trustee on or as soon as practicable after the last day of
such month. Upon receipt of such payments by the Trustee, the
aggregate amount of such payments (and earnings thereon, as from time
to time received by the Trustee) shall be credited to the respective
accounts of the members, and the Trustee shall hold, invest and
dispose of the same as provided in the Plan.

The corpus or income of the trust may not be diverted to or used for
any purpose other than the exclusive benefit of the members or their
beneficiaries.

VI. VESTING.

The assets credited to a member's account shall be fully vested and
no portion of such account shall be subject to forfeiture for any
reason whatsoever.

VII. MEMBER'S ELECTION AS TO INVESTMENT OF FUNDS.

Tax-Efficient Savings Contributions made on behalf of a member shall
be invested in one of the following ways as the member shall elect:

(a) 100 percent in Company stock, the Common Stock Fund, the
Income Fund, the Current Interest Fund, the Bond Fund; or

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<PAGE> 14

(b) any combination of the Common Stock Fund, Company stock, the
Income Fund, the Current Interest Fund and the Bond Fund, in
whole multiples of ten percent.

A member's initial investment election hereunder shall be stated in
his or her Tax-Efficient Savings agreement. Each investment election
hereunder with respect to wages shall remain in effect until changed
by the member, and may be changed effective the first day of the
first pay period commencing in any month in respect of Tax-Efficient
Savings Contributions made thereafter by delivering a notice to the
Company on or before the 23rd day (or such later day as the Committee
from time to time may determine) of the preceding month. Profit
sharing distributions that members elect to have contributed to the
Plan shall be invested in accordance with a member's election in
effect with respect to weekly wages at the time profit sharing
distributions are contributed to the Plan or, if the member does not
have in effect such an election with respect to weekly wages, in
accordance with the member's election.

VIII. TRANSFER OF ASSETS TO OTHER INVESTMENT ELECTIONS.

Any member may elect, at such times, in such manner, to such extent
and with respect to such assets as the Committee from time to time
may determine, to have the value of securities, cash, cash value of
Common Stock Fund Units or cash value of Bond Fund Units in such
member's account transferred by being invested in such account in
such other of the ways in which Tax-Efficient Savings Contributions
may be invested pursuant to this paragraph VIII as the member shall
elect; provided, however, that:

(a) a member may not transfer the value of amounts credited to
his or her Income Fund subaccount except at such times as
the Committee may determine;

(b) a member may make one such transfer election each month, or
such additional number of such transfer elections as the
Committee may determine, and, in addition, a member may
elect to transfer the value of amounts credited to his or
her Income Fund subaccount at any such time as the Committee
may determine; and

(c) all such transfer elections shall be subject to such other
regulations as the Committee may prescribe, which may
specify, among other things, application procedures, minimum
and maximum amounts that may be transferred, procedures for
determining the value of assets the subject of a transfer

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<PAGE> 15
election and other matters which may include conditions or
restrictions applicable to transfer elections.

IX. INVESTMENT OF DIVIDENDS, INTEREST, ETC.

Cash dividends and the cash proceeds of any other distribution
received on Company stock shall be invested in Company stock. Cash
dividends and the cash proceeds of any other distribution in respect
of Common Stock Fund investments shall be invested pursuant to
subparagraph 4 of paragraph XIII hereof. Cash dividends and the cash
proceeds of any other distribution in respect of Bond Fund
investments shall be invested pursuant to subparagraph 5 of paragraph
XIII hereof.

X. DISTRIBUTION OF ASSETS.

Distribution of all assets in a member's account shall be governed by
the following provisions:

1. Termination of Employment

In the case of a member's termination of employment for any
reason (whether voluntary or by discharge, with or without
cause), the securities, cash, cash value of the Common Stock
Fund Units and cash value of the Bond Fund Units in his or
her account shall be delivered to the member as soon as
practicable after the earlier of

(i) receipt by the Company of a request for
distribution made by the member at or after termination of
employment, or

(ii) the end of the year in which such member attains
age sixty-five (65) or the date on which such member attains
age 70 if such member shall have so elected or, if later,
the date of termination of employment of such member

provided, however, that in the case of a member who has
attained age sixty-five (65), distribution shall be made no
later than the 60th day after the later of the close of the
year in which the member attains age sixty-five (65) or
terminates employment unless the member elects otherwise.
In the event of death of the member, distribution shall be
made to such member's beneficiaries hereunder as soon as
practicable after notice of such member's death is received
by the Company.

2. Attainment of Age 70-1/2

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<PAGE> 16

In the case of a member who has attained age seventy and
one-half (70-1/2) on or after January 1, 1988 and who has
not terminated employment, distribution of the securities,
cash, cash value of the Common Stock Fund Units and cash
value of the Bond Fund Units in his or her account shall
begin not later than April 1 of the calendar year following
the calendar year in which the member attains age seventy
and one-half (70-1/2) and shall be made over a period of
fifteen (15) years; upon termination of such member's
employment, the assets remaining in the member's account
shall be distributed. Such distribution shall be made in
accordance with section 401(a)(9) of the Internal Revenue
Code and with regulations prescribed by the Secretary of the
Treasury thereunder and subject to such regulations as the
Committee may prescribe.

3. Miscellaneous

For purposes of any distribution of assets in a member's
account pursuant to this paragraph X, the securities, cash,
cash value of the Common Stock Fund Units and cash value of
the Bond Fund Units in his or her account shall be reduced
by the balance of any loan made to such member as provided
in paragraph XI hereof and interest thereon that is unpaid
at the effective date of such distribution.

Subject to the provisions of paragraph XVII hereof, and
subject to such regulations as the Committee from time to
time may prescribe, a member receiving a distribution
pursuant to this paragraph X may agree to sell to the
Trustee for purposes of the Plan all full shares of Company
stock covered by his or her distribution, such sale to be at
a price per share equal to the current market value of
Company stock on the effective date of the distribution.
The member so agreeing shall pay all applicable transfer
taxes incident to the sale of such shares to the Trustee,
and the amount thereof may be deducted from the payment made
by the Trustee to the member.

Assets held for the benefit of an alternate payee pursuant
to a qualified domestic relations order as defined by
section 414(p) of the Internal Revenue Code of 1986 and
section 206(d) of ERISA shall be distributed prior to the
date on which assets would be distributed to a member if
such order so requires provided that such order requires
distribution of all assets held for the benefit of such
alternate payee.

In the event that distribution to a member or his or her
beneficiary or beneficiaries cannot be made because the
identity or location of such member or such beneficiary or

16
<PAGE> 17
beneficiaries cannot be determined after reasonable efforts
and if the assets in such member's account for that reason
remain undistributed for a period of one year, the Committee
may direct that the assets in such member's account and all
further benefits with respect to such person shall be
forfeited and all liability for the payment thereof shall
terminate provided, however, that in the event that the
identity or location of the member or beneficiary is
subsequently determined, the value of the assets in such
member's account at the date of forfeiture shall be paid by
the Company to such person in a single sum. The value of
the assets so forfeited shall be applied, as soon as
practicable, to reimburse the Company for its expense in
administering the Plan. For such purposes, the value of the
securities, cash, cash value of Common Stock Fund Units and
cash value of the Bond Fund Units shall be determined as of
the date of the forfeiture, any Company stock to be valued
at a price per share equal to the average of the highest
price and the lowest price at which shares of Company stock
are sold on the date of such forfeiture or application or,
if no such sales were made on such date, on the next
preceding day on which there were such sales, in either case
as reported in the Composite Quotation Listing.

4. Rollovers

A member who receives a distribution after December 31, 1992
may elect to have the Trustee transfer directly to an
Individual Retirement Account ("IRA") of the member or to
another employer's plan in which the member is a participant
all or part of the assets included in the distribution,
including Company stock, except (i) a distribution required
to be made to a member who has attained age 70 1/2 and has
not terminated employment, and (ii) the portion of the
distribution that constitutes a return of the member's
after-tax contributions that were transferred from the Tax
Reduction Act Stock Ownership Plan for Hourly Employees when
that Plan was terminated in 1989. Any transfer shall be
subject to such regulations as the Committee from time to
time may prescribe. The member shall designate the IRA or
other employer's plan to which assets are to be transferred
and transfer shall be made subject to acceptance by the
transferee plan or IRA.

XI. BORROWINGS WITH RESPECT TO ASSETS ATTRIBUTABLE TO TAX-EFFICIENT
SAVINGS CONTRIBUTIONS.

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<PAGE> 18

Subject to such regulations as the Committee from time to time may
prescribe, a member prior to termination of employment may apply for
and receive a loan from the Plan in an amount not exceeding in the
aggregate fifty percent of the value, at the time of any such loan,
of the securities, cash (except any amount credited to such member's
Income Fund subaccount), cash value of the Common Stock Fund Units,
and cash value of the Bond Fund Units in his or her account that are
attributable to Tax-Efficient Savings Contributions made on his or
her behalf and that the member shall have designated to be used to
provide the amount of the loan provided, however, that no amount
credited to such member's Income Fund subaccount shall be used to
provide any part of the loan. No loan of less than $1,000 shall be
made. All loans from all plans of the Company and other members of a
group of employers described in sections 414(b), 414(c), 414(m) and
414(o) of the Internal Revenue Code are aggregated for purposes of
the above limitation.

All such loans shall (i) be available to all members on a reasonably
equivalent basis, (ii) be adequately secured and (iii) bear a
reasonable rate of interest and be subject to such other requirements,
including repayment terms, as the Committee from time to time may
prescribe, provided, however, that (a) the entire amount of any such
loan and all amounts of related interest must be repaid not later
than 60 months (or, when permitted by law, such later date as the
Committee may determine) after the month in which the loan is
effective and (b) repayments shall be made by a member from his or
her wages by payroll deductions or in such other manner as the
Committee may prescribe. In no event shall the repayment be made
less frequently than once per calendar quarter. For loans made after
October 18, 1989, the Committee shall determine a rate of interest
such that the Plan is provided with a return commensurate with the
interest rates charged by persons in the business of lending money
for loans which would be made under similar circumstances. Any loan
to a member shall be secured by such member's interest in the Plan.
All such requirements shall be applicable on a uniform and
non-discriminatory basis to all members who may apply for such loans.

Amounts paid by a member, including interest payments, with respect
to any such loan shall be credited to a loan subaccount in such
member's account. Amounts in the loan subaccount shall be invested
in accordance with such regulations as the Committee from time to
time may prescribe.

XII. WITHDRAWAL OF ASSETS.

Prior to termination of employment a member shall not be permitted to
withdraw all or any portion of the securities, cash, cash value

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<PAGE> 19
of the Common Stock Fund Units and cash value of the Bond Fund Units
in the member's account; provided, however, that such withdrawal
shall be permitted (i) at any time after the member shall have
attained age 59-1/2 or (ii) prior to attaining age 59-1/2, if
withdrawal (i) is made on account of an immediate and heavy financial
need of the member and (ii) is necessary to satisfy such financial
need. An immediate and heavy financial need shall be deemed to exist
if the requirements of Treasury Regulation section
1.401(k)-1(d)(2)(ii)(B) are met or if an expense of $500 or more is
approved by the Committee as constituting an immediate and heavy
financial need. A withdrawal will be deemed necessary to satisfy
such financial need if (i) the withdrawal is not in excess of the
immediate and heavy financial need; (ii) the member has no other
distribution or nontaxable loan privileges available from any plan
maintained by the Company or its subsidiaries; (iii) the member's
contributions to the Company's savings plans are suspended for twelve
months after the withdrawal; and (iv) the annual limit on
tax-efficient savings contributions in the taxable year of enrollment
following the hardship withdrawal is reduced by the amount of tax
efficient savings contributions made in the withdrawal year. For
years after 1988 any withdrawal on account of financial hardship
cannot exceed the dollar amount of Tax-Efficient Savings
Contributions made to the account of the member, exclusive of
earnings thereon. Any such withdrawal of assets shall be made as of
the date specified by the Committee in its determination of the
existence of a financial hardship. The assets so withdrawn shall be
delivered to the member as soon as practicable after the effective
date of the withdrawal.

Subject to the provisions of paragraph XVII hereof, and subject to
such regulations as the Committee from time to time may prescribe, a
member requesting any such withdrawal may agree to sell to the
Trustee for purposes of the Plan all full shares of Company stock
covered by his or her withdrawal request, such sale to be at a price
per share equal to the current market value of Company stock on the
effective date of the withdrawal. The member so agreeing shall pay
all applicable transfer taxes incident to the sale of such shares to
the Trustee, and the amount thereof may be deducted from the payment
made by the Trustee to the member.

A member who receives a withdrawal after December 31, 1992 may elect
to have the Trustee transfer directly to an Individual Retirement
Account ("IRA") of the member or to another employer's plan in which
the member is a participant all or part of the assets included in the
withdrawal, including Company stock, except a withdrawal made by an
active employee after attainment of age 70 1/2. Any transfer shall
be subject to such regulations as the Committee from time to time may
prescribe. The member shall designate the IRA or other

19
<PAGE> 20

employer's plan to which assets are to be transferred and transfer
shall be made subject to acceptance by the transferee plan or IRA.

XIII. INCOME FUND, INDEX FUND, CURRENT INTEREST FUND, COMMON STOCK FUND AND
BOND FUND.

1. Income Fund.

(a) For each member who elects pursuant to paragraph VII
to have Tax-Efficient Savings Contributions invested
in the Income Fund or for whom a transfer is made to
the Income Fund as provided in paragraph VIII
hereof, the Trustee shall establish an Income Fund
subaccount or subaccounts, which shall be parts of
the member's account under the Plan, and shall
credit to such subaccounts the sums so to be
transferred or invested under such member's election
or elections. As soon as practicable following
receipt of any Tax-Efficient Savings Contributions
to be invested in the Income Fund and as soon as
practicable following the effective date of any
transfer made as provided in paragraph VIII hereof,
the Trustee shall pay to an Income Fund Manager a
sum equal to the sum so credited to the member's
subaccount.

(b) The Trustee periodically shall credit to the
appropriate Income Fund subaccount of such member
proportionate amounts of any increases in the total
amount credited to the account of the Trustee under
the applicable Income Fund Contract (other than
increases due to payments by the Trustee to the
Income Fund Manager).

(c) In the event that the total amount credited at any
time to the account of the Trustee under the
applicable Income Fund Contract is reduced for any
reason (other than by reason of payments by the
Income Fund Manager to the Trustee for distributions
to or withdrawals by members pursuant to the Plan),
the Trustee shall reduce the total amount credited
to the Income Fund subaccount or subaccounts of each
member by a proportionate amount.

(d) Cash credited to members' subaccounts in the Income
Fund shall be distributed to members or may be
withdrawn or transferred by members only in
accordance with paragraphs VIII, X, XI, and XII
hereof.

(e) The Company shall enter into one or more Income Fund
Contracts with one or more insurance companies or
other

20
<PAGE> 21
organizations to the extent that such Income Fund
Contracts are available for members electing the
Income Fund option provided in this subparagraph 1
of paragraph XIII.

2. Index Fund.

The Trustee shall establish and administer the Index Fund in
accordance with the following:

(a) Transfer to Common Stock Fund.

Effective immediately following the close of
business on November 30, 1988, the Trustee shall
transfer to the Common Stock Fund all assets of the
Index Fund that have not previously been transferred
pursuant to paragraph VIII hereof. The Trustee
shall make appropriate adjustments in the accounts
of members to reflect such investment of Index Fund
assets in the Common Stock Fund in accordance with
subparagraph 4 of this paragraph XIII. Thereafter,
no further investments shall be made of
contributions or assets of any kind in the Index
Fund, and the Index Fund shall no longer be
available as an investment election under the Plan.

3. Current Interest Fund.

The Trustee shall establish and manage the Current Interest
Fund in accordance with the following:

(a) For each member who elects pursuant to paragraph VII
to have Tax-Efficient Savings Contributions invested
in the Current Interest Fund or for whom a transfer
is made as provided in paragraph VIII, the Trustee
shall establish a Current Interest Fund subaccount
or subaccounts, which shall be parts of the member's
account under the Plan, and shall credit to such
subaccounts the sums so to be invested or
transferred under such member's election or
elections. As soon as practicable following receipt
of any Tax-Efficient Savings Contributions to be
invested in the Current Interest Fund and as soon as
practicable following the effective date of any
transfer made as provided in paragraph VIII, the
Trustee shall invest in the Current Interest Fund a
sum equal to the sum so credited to the appropriate
subaccount of the member.

(b) Investments.

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<PAGE> 22

The Trustee shall invest the Tax-Efficient Savings
Contributions, and earnings thereon, received for
the accounts of members who elect to invest in the
Current Interest Fund according to the advice of the
Current Interest Fund Advisor, such assets to be
invested in money market obligations or the
equivalent thereof, with the goal of maximization of
current income to the extent consistent with the
preservation of capital, such investments to be made
in debt obligations consisting of marketable
securities issued by the United States Government or
its agencies or instrumentalities, domestic bank
certificates of deposit, bankers acceptances and
high grade commercial paper and other money market
obligations or the equivalent thereof, of a quality
comparable to the foregoing. Securities may be sold
without regard to the length of time they have been
held. Investments shall be subject to such
additional restrictions as from time to time shall
be provided in the agreement designating or
appointing the Current Interest Fund Advisor.

(c) The Trustee periodically shall credit to the
appropriate Current Interest Fund subaccount of such
member proportionate amounts of any increases in
the total value of the Current Interest Fund (other
than increases due to increases in the amount of
contributions invested in, or amounts transferred
to, the Current Interest Fund).

(d) In the event that the total value of the Current
Interest Fund is reduced for any reason (other than
by reason of distributions to or withdrawals or
transfers by members pursuant to the Plan), the
Trustee shall reduce the total amount credited to
the Current Interest Fund subaccount or subaccounts
of each member by a proportionate amount.

(e) Cash credited to members' subaccounts in the Current
Interest Fund shall be distributed to members or may
be withdrawn or transferred by members only in
accordance with paragraphs VIII, X, XI and XII
hereof.

(f) Current Interest Fund Value.

The term "Value" as used herein shall mean the value
in money of the net assets in the Current Interest
Fund. The Current Interest Fund Value shall be
determined each valuation date. Valuation dates
shall be the last day of each month, if such day is
a trading day of the New

22
<PAGE> 23
York Stock Exchange, or the trading day of the New
York Stock Exchange next preceding such day, if such
day is not a trading day of the New York Stock
Exchange. Current Interest Fund Values shall be
determined before giving effect to any distribution
or withdrawal and before crediting contributions or
transfers to members' accounts effective as of any
valuation date. The Value of the Current Interest
Fund shall be computed as follows:

(i) Securities listed on a national stock
exchange shall be valued at the closing
price on the valuation date, or, if no
sales were made on that date, at the
closing price on the next preceding day on
which sales were made, in either case as
reported in the Composite Quotation
Listing.

(ii) Securities traded only in over-the-counter
markets shall be valued at the mean of the
closing bid prices as listed in a
publication or publications selected by the
Trustee for the valuation date, or the next
preceding day for which such prices are
available, if not available for the
valuation date.

(iii) All other assets of the Current Interest
Fund shall be valued at the fair market
value as of the close of business on the
valuation date. Fair market value shall be
determined by the Trustee in the reasonable
exercise of its discretion, taking into
account values supplied by a generally
accepted pricing or quotation service or
quotations furnished by one or more
reputable sources, such as securities
dealers, brokers, or investment bankers,
values of comparable property, appraisals
or other relevant information.

(iv) Investment transactions, income and any
expenses chargeable to the Current Interest
Fund will be accounted for on an accrual
basis.

(g) Registered Name.

Securities held in the Current Interest Fund may be
registered in the name of the Trustee or its nominee.

4. Common Stock Fund.

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<PAGE> 24

The Trustee shall establish and administer the Common Stock
Fund in accordance with the following:

(a) Investments.

For each member who elects pursuant to paragraph VII
to have Tax-Efficient Savings Contributions invested
in the Common Stock Fund or for whom a transfer is
made to the Common Stock Fund as provided in
paragraph VIII hereof or subparagraph 2 of this
paragraph XIII, the Trustee shall invest the sums so
to be invested or transferred in accordance with
instructions of a person, company, corporation or
other organization appointed by the Company. The
Trustee may be appointed for such purpose.

Investments shall be made with the objective of
providing investment results that closely correspond
to the price and yield performance of the publicly
traded common stocks (i) of the 500 corporations
included in Standard and Poor's 500 Index and (ii)
of the corporations having capitalizations of at
least $100 million as publicly reported from time to
time and not included in the Standard & Poor's 500
Index. Assets shall be invested in the common stock
of each of such corporations in the same percentage
weighting as the capitalization of such corporation
is as a percentage of the total of the
capitalizations of all of such corporations.

Investments of all or a portion of Common Stock Fund
assets may be made in any common, collective or
commingled fund when, in the opinion of the Trustee,
such investments are consistent with the objective
of the Common Stock Fund. A portion of the funds of
the Common Stock Fund may be held in cash or
invested in short-term obligations when deemed
advisable by the Trustee. Securities may be sold
without regard to the length of time they have been
held. A different market index of publicly traded
common stocks may be selected by the Company for
investments of Common Stock Fund assets in the event
Standard & Poor's Corporation discontinues its 500
Index or for other reasons.

(b) Common Stock Fund Units.

Members shall have no ownership in any particular
asset of the Common Stock Fund. The Trustee shall
be the sole owner of all Common Stock Fund assets.
Proportionate

24
<PAGE> 25
interests in the Common Stock Fund shall be
expressed in Common Stock Fund Units. All Common
Stock Fund Units shall be of equal value and no
Common Stock Fund Unit shall have priority or
preference over any other. Common Stock Fund Units
shall be credited by the Trustee to accounts of
members as of each valuation date.

The term "Common Stock Fund Unit Price," as used
herein, shall mean the value in money of an
individual Common Stock Fund Unit expressed to the
nearest cent. The Common Stock Fund Unit Price as
of November 30, 1988 shall be such amount as the
Committee shall determine. The number of Common
Stock Fund Units as of November 30, 1988 shall be
determined by dividing the total amounts received by
the Trustee pursuant to subparagraph 2 of paragraph
XIII hereof for investment in the Common Stock Fund
by such Common Stock Fund Unit Price. Thereafter,
the Common Stock Unit Price shall be redetermined
each valuation date. Valuation dates shall be the
last day of each month, if such day is a trading day
of the New York Stock Exchange, or the trading day
of the New York Stock Exchange next preceding such
day, if such day is not a trading day of the New
York Stock Exchange. The Common Stock Fund Unit
Price for each valuation date shall be determined by
dividing the net asset value of the Common Stock
Fund on such valuation date by the number of Common
Stock Fund Units outstanding on such valuation
date. Common Stock Fund Unit Prices shall be
determined before giving effect to any distribution
or withdrawal and before crediting contributions to
members' accounts effective as of any valuation
date. Net asset value of the Common Stock Fund
shall be computed as follows:

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<PAGE> 26

available, if not available for the
valuation date.

(iii) All other assets of the Common Stock Fund,
including any interest in a common,
collective or commingled fund, shall be
valued at the fair market value as of the
close of business on the valuation date.
Fair market value shall be determined by
the Trustee in the reasonable exercise of
its discretion, taking into account values
supplied by a generally accepted pricing or
quotation service or quotations furnished
by one or more reputable sources, such as
securities dealers, brokers, or investment
bankers, values of comparable property,
appraisals or other relevant information
and, in the case of a common, collective or
commingled fund, fair market value shall be
the unit value of such fund for a date the
same as the valuation date, or as close
thereto as practicable.

(iv) Common Stock Fund Units credited to
members' accounts with respect to
Tax-Efficient Savings Contributions made
during any month shall be credited at the
Common Stock Fund Unit Price determined as
of the valuation date for the end of the
month for which such contributions were
made. Common Stock Fund Units withdrawn or
distributed shall be valued at the Common
Stock Fund Unit Price for the valuation
date coinciding with the effective date of
such withdrawal or distribution.

(v) Investment transactions, income and any
expenses chargeable to the Common Stock
Fund will be accounted for on an accrual
basis.

(d) Distribution and Withdrawal From Common Stock Fund.

The cash value of Common Stock Fund Units shall be
distributed to members or may be withdrawn by
members only in accordance with paragraphs X and XII
hereof. All distributions and withdrawals shall be
only in cash.

(e) Voting Stock.

The Trustee shall be entitled, itself or by proxy,
to vote in its discretion all shares of voting stock
in the Common Stock Fund.

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<PAGE> 27
(f) Registered Name.

Securities held in the Common Stock Fund may be
registered in the name of Trustee or its nominee.

(g) Certain Investment Elections.

Any investment election of a member in effect imme-
diately following the close of business on November
30, 1988 that elects that any of the member's
Tax-Efficient Savings Contribution are to be
invested in the Index Fund shall be deemed to elect
that such contributions made thereafter shall be
invested in the Common Stock Fund.

5. Bond Fund.

The Trustee shall establish and administer the Bond Fund in
accordance with the following:

(a) Investments.

For each member who elects pursuant to paragraph VII
to have Tax-Efficient Savings Contributions invested
in the Bond Fund or for whom a transfer is made to
the Bond Fund as provided in paragraph VIII hereof,
the Trustee shall invest the sums so to be invested
or transferred in accordance with instructions of a
person, company, corporation or other organization
appointed by the Company. The Trustee may be
appointed for such purpose.

Investments shall be made with the objective of
providing investment results that closely correspond
to the price and yield performance of the Lehman
Brothers Aggregate Index (formerly called the
Shearson Lehman Aggregate (SLA) Index)(the "Lehman
Aggregate Index"). Assets shall be invested in a
portfolio of Treasury notes and bonds, corporate
notes and bonds and mortgage-backed securities and
other securities that, in the aggregate, typify the
securities that are included in the Lehman Aggregate
Index.

Investments of all or a portion of Bond Fund assets
may be made in any common, collective or commingled
fund maintained by the Trustee or the person,
company, corporation or other organization appointed
by the Company to manage all or a portion of the
Bond Fund

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<PAGE> 28

when, in the opinion of the Trustee or the person,
company, corporation or other organization appointed
by the Company to manage all or a portion of the
Bond Fund, such investments are consistent with the
objective of the Bond Fund. To the extent that
assets are so invested, they shall be subject to the
terms and conditions of the Declaration of Trust of
such common, collective or commingled fund, as
amended from time to time. A portion of the funds
of the Bond Fund may be held in cash or invested in
short-term obligations when deemed advisable by the
Trustee or the person, company, corporation or other
organization appointed by the Company to manage all
or a portion of the Bond Fund. Securities may be
sold without regard to the length of time they have
been held. A different market index of publicly
traded fixed income securities may be selected by
the Company for investments of Bond Fund assets in
the event the Lehman Aggregate Index is discontinued
or for other reasons.

(b) Bond Fund Units.

Members shall have no ownership in any particular
asset of the Bond Fund. The Trustee shall be the
sole owner of all Bond Fund assets. Proportionate
interests in the Bond Fund shall be expressed in
Bond Fund Units. All Bond Fund Units shall be of
equal value and no Bond Fund Unit shall have
priority or preference over any other. Bond Fund
Units shall be credited by the Trustee to accounts
of members as of each valuation date.

The term "Bond Fund Unit Price," as used herein,
shall mean the value in money of an individual Bond
Fund Unit expressed to the nearest cent. The Bond
Fund Unit Price as of January 31, 1994 shall be such
amount as the Committee shall determine. The number
of Bond Fund Units as of January 31, 1994 shall be
determined by dividing the total amounts received by
the Trustee pursuant to paragraphs VII and VIII
hereof for investment in the Bond Fund for the month
of January 1994 by such Bond Fund Unit Price.
Thereafter, the Bond Fund Unit Price shall be
redetermined each valuation date. Valuation dates
shall be the last day of each month, if such day is
a day on which Federal Reserve Banks are open for
trading, or the day next preceding such day on which
Federal Reserve Banks are open for

28
<PAGE> 29
trading, if such day is not a day on which Federal
Reserve Banks are open for trading. The Bond
Fund Unit Price for each valuation date shall be
determined by dividing the net asset value of the
Bond Fund on such valuation date by the number of
Bond Fund Units outstanding on such valuation date.
Bond Fund Unit Prices shall be determined before
giving effect to any distribution or withdrawal and
before crediting contributions to members' accounts
effective as of any valuation date. Net asset value
of the Bond Fund shall be computed as follows:

(i) All assets of the Bond Fund, including any
interest in a common, collective or
commingled fund, shall be valued at the
fair market value as of the close of
business on the valuation date. Fair
market value shall be determined by the
Trustee in the reasonable exercise of its
discretion, taking into account values
supplied by a generally accepted pricing or
quotation service or quotations furnished
by one or more reputable sources, such as
securities dealers, brokers, or investment
bankers, values of comparable property,
appraisals or other relevant information
and, in the case of a common, collective or
commingled fund, fair market value shall be
the unit value of such fund for a date the
same as the valuation date, or as close
thereto as practicable.

(ii) Bond Fund Units credited to members'
accounts with respect to Tax-Efficient
Savings Contributions made during any month
shall be credited at the Bond Fund Unit
Price determined as of the valuation date
for the end of the month for which such
contributions were made. Bond Fund Units
withdrawn or distributed shall be valued at
the Bond Fund Unit Price for the valuation
date coinciding with the effective date of
such withdrawal or distribution.

(iii) Investment transactions, income and any
expenses chargeable to the Bond Fund will
be accounted for on an accrual basis.

(d) Distribution and Withdrawal From Bond Fund.

The cash value of Bond Fund Units shall be
distributed to members or may be withdrawn by
members only in

29
<PAGE> 30

accordance with paragraphs X and XII hereof. All
distributions and withdrawals shall be only in cash.

(e) Registered Name.

Securities held in the Bond Fund may be registered
in the name of the Trustee or its nominee.

XIV. MEMBER'S SEMIANNUAL STATEMENT.

As soon as practicable after June 30 and December 31 of each year,
there shall be furnished to each member a statement as of June 30 and
December 31 of such year of the securities, cash, Common Stock Fund
Units and Bond Fund Units in his or her account and the Common Stock
Fund Unit Price and Bond Fund Unit Price as of the midyear and
year-end valuation dates, respectively. Such statements shall be
deemed to have been accepted by the member and his or her
beneficiaries designated hereunder as correct unless written notice
to the contrary shall be received by the Company within 30 days after
the mailing of such statement to the member.

XV. NOTICES, ETC.

All notices, statements and other communications from the Trustee or
a Participating Company to an employee, member or designated
beneficiary required or permitted hereunder shall be deemed to have
been duly given, furnished, delivered or transmitted, as the case may
be, when delivered to (or when mailed by first-class mail, postage
prepaid and addressed to) the employee, member or beneficiary at his
or her address last appearing on the books of such Participating
Company or, in the case of an employee, delivered to the employee at
his or her normal work station.

All notices, instructions and other communications from an employee
or member to the Company or Trustee required or permitted hereunder
(including, without limitation, authorizations, Tax-Efficient Savings
agreements and terminations thereof, investment and other elections,
requests for withdrawal or loans and designations of beneficiaries
and revocations and changes thereof) shall be in the respective forms
from time to time prescribed therefor by the Committee, shall be
mailed by first-class mail or delivered to such location as shall be
specified in regulations or upon the forms prescribed by the
Committee and shall be deemed to have been duly given and delivered
upon receipt by the Company or Trustee, as the case may be, at such
location.

From time to time as necessary to facilitate the administration of
the Plan and the trust created thereunder, the Company, the Trustee

30
<PAGE> 31
and the Committee shall deliver to each other copies or
consolidations of such notices, instructions or other communications
in respect of the Plan or such trust as it may receive from
employees, members or beneficiaries.

XVI. TRUSTEE.

The Company shall appoint one or more individuals or corporations to
act as Trustee under the Plan, and at any time may remove the Trustee
and appoint a successor Trustee. The Company may, without reference
to or action by any employee, member or beneficiary or any other
Participating Company, enter into such Trust Agreement with the
Trustee and from time to time enter into such further agreements with
the Trustee or other parties, make such amendments to such Trust
Agreement or further agreements and take such other steps and execute
such other instruments as the Company in its sole discretion may deem
necessary or desirable to carry the Plan into effect or to facilitate
its administration.

The Trustee and the Company may by mutual agreement in writing
arrange for the delegation by the Trustee to the Committee of any of
the functions of the Trustee, except the custody of assets, the
voting of Company stock held by the Trustee and the purchase and sale
or redemption of securities.

XVII. PURCHASES OF SECURITIES BY THE TRUSTEE.

Tax-Efficient Savings Contributions and earnings thereon in the
accounts of members shall be invested by the Trustee as soon as
practicable after receipt thereof by the Trustee, subject to the
following provisions of this paragraph XVII and, in the case of funds
to be invested in Common Stock Fund securities or in Current Interest
Fund securities or in Bond Fund securities, paragraph XIII.

Any current cash balance in a member's account after the investing of
contributions for the last pay period of a plan year shall be
invested at such time and to such extent as the Trustee may elect.
At any time or from time to time, the Committee may adopt such
regulations or practices as it may deem appropriate with respect to
the minimum fractional interest in a share of Company stock, in a
Common Stock Fund Unit and in a Bond Fund Unit in which the cash in a
member's account shall be invested.

The shares of Company stock from time to time required for purposes
of the Plan shall be purchased by the Trustee from the Company, or
from such other person or corporation, on such stock exchange or in
such other manner, as the Company by action of its Board of Directors
or any committee or person designated by the Board of

31
<PAGE> 32

Directors, from time to time in its sole discretion may designate or
prescribe; provided, however, that the Trustee at all times may
purchase such shares from members who have agreed to sell the same to
the Trustee pursuant to the provisions of paragraph X and paragraph
XII, and provided further that the Trustee at all times may use for
purposes of the Plan such shares as are removed from a member's
account pursuant to the member's election to have an amount equal to
the value of such shares transferred pursuant to paragraph VIII
hereof, and the Trustee shall treat such shares as having been
purchased by it at a price equal to such amount, and provided further
that except as required by any such designation by the Board of
Directors, such shares shall be purchased by the Trustee from such
source and in such manner as the Trustee from time to time in its
sole discretion may determine. Any shares so purchased from the
Company may be either treasury stock or newly-issued stock, and shall
be purchased at a price per share equal to the average of the highest
price and the lowest price at which shares of Company stock are sold
on the date of purchase or, if no such sales were made on such date,
on the next preceding day on which there were such sales, in either
case as reported in the Composite Quotation Listing. All funds in
the accounts of the several members that become available
simultaneously for investment in Company stock may be invested
simultaneously or over a period of time, but funds that become
available first shall be invested first. If such funds that become
available simultaneously for investment are used to purchase shares
of Company stock at more than one price, the total number of shares
so purchased shall be allocated on a full or fractional share basis,
or both, as the case may be, to the respective accounts of the
members ratably in accordance with the respective amounts of funds in
their accounts so used.

Anything herein to the contrary notwithstanding, the Trustee shall
not invest any of the funds in the members' accounts in any shares of
Company stock, unless at the time of purchase thereof by the Trustee
such shares shall be listed on the New York Stock Exchange.

The shares of Company stock held by the Trustee under the Plan shall
be registered in the name of the Trustee or its nominee, but shall
not be voted by the Trustee or such nominee except as provided in
paragraph XVIII hereof.

In the sole discretion of the Trustee, investments in Company stock
in respect of the accounts of more than one member may be represented
by a single certificate.

In the event that any option, right or warrant shall be received by
the Trustee on Company stock to the credit of one or more members'
accounts, the Trustee shall sell the same, at public or private sale

32
<PAGE> 33
and at such price and upon such other terms as it may determine, and
credit the proceeds thereof to the respective accounts of such
members, ratably in accordance with their interests therein, unless
the Committee shall determine that such option, right or warrant
should be exercised, in which case the Trustee shall exercise the
same upon such terms and conditions as the Committee may prescribe.

XVIII. VOTING OF COMPANY STOCK.

The Trustee, itself or by its nominee, shall be entitled to vote, and
shall vote, shares of Company stock in the accounts of members or
otherwise held by the Trustee under the Plan as follows:

1. The Company shall adopt reasonable measures to notify the
member of the date and purposes of each meeting of
stockholders of the Company at which holders of shares of
Company stock shall be entitled to vote, and to request
instructions from the member to the Trustee as to the voting
at such meeting of full shares of Company stock and
fractions thereof in any account of the member.

2. In each case, the Trustee, itself or by proxy, shall vote
full shares of Company stock and fractions thereof in such
account of the member in accordance with the instructions of
the member.

3. If prior to the time of such meeting of stockholders the
Trustee shall not have received instructions from the member
in respect of any shares of Company stock in such account of
the member, and if the Trustee otherwise holds shares of
Company stock under the Plan, the Trustee shall vote thereat
such shares proportionately in the same manner as the
Trustee votes thereat the aggregate of all shares of Company
stock with respect to which the Trustee has received
instructions from members.

XIX. CASH ADJUSTMENTS ON ACCOUNT OF FRACTIONAL INTERESTS IN SECURITIES.

Any fractional interest in a share of Company stock or any other
security, as such, in any account of a member shall not be subject to
distribution or withdrawal, but the value thereof shall be subject to
transfer pursuant to paragraph VIII hereof. Settlement for any
fractional interest in such security, upon distribution or withdrawal
thereof, shall be made in cash based on the current market value or
any applicable current redemption value of such security, as of the
date of distribution or withdrawal, as the case may be. The Trustee
for the purpose of providing cash for settlements pursuant to the
provisions of this paragraph XIX may in

33
<PAGE> 34

its discretion obtain such cash from contributions under the Plan.
In such event the Trustee, with respect to the shares of Company
stock which otherwise would have been sold to provide cash for such
settlements, shall retain and reallocate interest in the same among
the accounts of members in the Plan entitled thereto and at the
current market value of such shares for purposes of such cash
settlements.

XX. OPERATION AND ADMINISTRATION.

Pursuant to ERISA the Company shall be the sole named fiduciary with
respect to the Plan and shall have authority to control and manage
the operation and administration of the Plan.

The Vice President-Employee Relations, the Vice President-Finance and
Treasurer and the Vice President-General Counsel shall have the
authority, on behalf of the Company, to appoint and remove trustees
under the Plan, to approve policies relating to the allocation of
contributions and the distribution of assets among trustees, and to
approve Plan amendments other than Plan amendments relating to the
offering of Company stock as an investment election which amendments
shall be made by the Board of Directors.

The Vice President-Finance and Treasurer shall be authorized on
behalf of the Company to contract with the trustees under the Plan
and to determine the form and terms of the trust agreements, to
allocate contributions and distribute assets among trustees, and to
appoint an auditor under the Plan, and shall have authority to
designate other persons to carry out specific responsibilities in
connection therewith; provided, however, that such actions shall be
consistent with ERISA, the policy of the Board of Directors and
officers designated in the preceding subparagraph and the Plan.

Except as otherwise provided in this paragraph XX or elsewhere in the
Plan, the Vice President-Employee Relations and the Vice
President-Finance and Treasurer are designated to carry out the
Company's responsibilities with respect to the Plan, including,
without limitation, appointment and removal of members of the
Committee and determination of prior service for eligibility purposes
under the Plan in the event of acquisition by a Participating Company
(by purchase, merger, or otherwise) of all or part of the assets of
another corporation. The Vice President-Employee Relations and the
Vice President-Finance and Treasurer may allocate responsibilities
between themselves and may designate other persons to carry out
specific responsibilities on behalf of the Company.

34
<PAGE> 35
Any Company director, officer or employee who shall have been
expressly designated pursuant to the Plan to carry out specific
Company responsibilities shall be acting on behalf of the Company.
Any person or group of persons may serve in more than one capacity
with respect to the Plan and may employ one or more persons to render
advice with regard to any responsibilities such person has under the
Plan.

The Company shall create a Tax-Efficient Savings Plan Committee
consisting of at least three members. The Company shall from time to
time designate the members of the Committee and an alternate for each
of such members, who shall have full power to act in the absence or
inability to act of such member. The Committee shall appoint its own
Chairman and Secretary, and shall act by a majority of its members,
with or without a meeting. The Secretary or an Assistant Secretary
of the Company shall from time to time notify the Trustee of the
appointment of members of the Committee and alternates and of the
appointment of the Chairman and Secretary of the Committee, upon
which notices the Trustee shall be entitled to rely.

The Committee shall have full power and authority to administer the
Plan and to interpret its provisions. Any interpretation of the
provisions of the Plan by the Committee shall be final and
conclusive, and shall bind and may be relied upon by the several
Participating Companies, each of their employees, the Trustee and all
other parties in interest.

No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for
any action or failure to act under or in connection with the Plan,
except for his or her own bad faith; provided, however, that nothing
herein shall be deemed to relieve any such person from responsibility
or liability for any obligation or duty under ERISA. Each director,
officer, or employee of the Company who is or shall have been
designated to act on behalf of the Company and each person who is or
shall have been a member of the Committee or an alternate for a
member or a director, officer or employee of any Participating
Company, as such, shall be indemnified and held harmless by the
Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit or
proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her
in settlement thereof (with the Company's written approval) or paid
by him or her in satisfaction of a judgment in any such action, suit
or proceeding, except a judgment in favor of the

35
<PAGE> 36

Company based upon a finding of his or her bad faith; subject,
however, to the condition that, upon the assertion or institution of
any such claim, action, suit or proceeding against him or her, he or
she shall in writing give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other right to which
such person may be entitled as a matter of law or otherwise, or any
power that a Participating Company may have to indemnify him or her
or hold him or her harmless.

Brokerage commissions, fees and transfer taxes incurred in connection
with the purchase or sale of Company stock shall be paid by the
Company. Brokerage commissions and transfer taxes on the purchase and
sale of Common Stock Fund securities shall be paid from Common Stock
Fund assets by the Trustee, and the expenses of any collective,
common, or commingled fund in which Common Stock Fund assets may be
invested pursuant to subparagraph 4 of paragraph XIII hereof shall be
paid from the assets in such collective, common or commingled fund.
Brokerage commissions and transfer taxes on the purchase and sale of
Bond Fund securities and the expenses of the Bond Fund including,
without limitation, investment management fees shall be paid from
Bond Fund assets, and the expenses of any collective, common, or
commingled fund in which Bond Fund assets may be invested pursuant to
subparagraph 5 of paragraph XIII hereof shall be paid from the assets
in such collective, common or commingled fund. Earnings credited to
the account of the Trustee under any Income Fund Contract may be net
of such charges by the Income Fund Manager as may be provided in such
contract. Earnings credited to the account of the Trustee under the
Bond Fund shall be net of such charges by the Bond Fund Manager as
may be provided in such contract. Brokerage commissions and transfer
taxes on the purchase and sale of Current Interest Fund securities
shall be paid from Current Interest Fund assets by the Trustee. All
other expenses of administration of the Plan, including expenses
charged or incurred by the Trustee or the Company, shall be borne by
the Company. Taxes, if any, on any security, cash, Common Stock Fund
Units or Bond Fund Units held by the Trustee or income therefrom
which are payable by the Trustee shall be charged against the
members' accounts as the Trustee and the Committee shall determine.

Each employee at the time of electing to participate in the Plan
shall be given a copy of the Plan as in effect at the time, and as a
condition of membership shall sign an instrument in form prescribed
by the Committee evidencing the fact that he or she accepts and
agrees to all provisions of the Plan.

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<PAGE> 37
The records of the Trustee, the Committee and the several Partici-
pating Companies shall be conclusive in respect of all matters
involved in the administration of the Plan.

The Plan shall be governed by and construed in accordance with the
laws of the State of Michigan.

XXI. TERMINATION, SUSPENSION AND MODIFICATION.

The Company, by action of its Board of Directors or officers
designated under paragraph XX hereof, may terminate or modify the
Plan or suspend the operation of any provision of the Plan, as
follows:

1. The Company may terminate the Plan at any time or may at any
time or from time to time modify the Plan, in its entirety
or in respect of the employees of one or more of the
Participating Companies. The Company may at any time or
from time to time terminate or modify the Plan or suspend
for any period the operation of any provision thereof, in
respect of any employees located in one or more States or
countries, if in the judgment of the Committee compliance
with the laws of such State or country would involve
disproportionate expense and inconvenience to a
Participating Company. Any such modification that affects
the rights or duties of the Trustee may be made only with
the consent of the Trustee. Any such termination,
modification or suspension of the Plan may affect members in
the Plan at the time thereof, as well as future members, but
may not affect the rights of a member as to the continuance
of investment, distribution or withdrawal of the securities,
cash, cash value of the Common Stock Fund Units and cash
value of the Bond Fund Units in the account or accounts of
the member as of the effective date of such termination,
modification or suspension and earnings thereon; provided,
however, that the Company may, in the event of a termination
of the Plan, direct the Trustee to distribute the assets in
the accounts of members in the Plan to such members. Any
termination or modification of the Plan or suspension of any
provision thereof shall be effective as of such date as the
Company may determine, but not earlier than the date on
which the Company shall give notice of such termination,
modification or suspension to the Trustee and to the
Participating Companies any of the employees of which are
affected thereby.

2. The provisions of the foregoing subparagraph 1
notwithstanding, the Company, by action of its Vice
President-Employee Relations, Vice President-Finance and
Treasurer and

37
<PAGE> 38

Vice President-General Counsel, at any time or from time to
time may modify any of the provisions of the Plan in any
respect retroactively, if and to the extent necessary or
appropriate in the judgment of such officers of the Company
to qualify or maintain the Plan and the trust fund
established thereunder as a plan and trust meeting the
requirements of Section 401(a) and 501(a) of the Internal
Revenue Code of 1986, as now in effect or hereafter amended,
or any other applicable provisions of Federal tax laws or
other legislation, as now in effect or hereafter amended or
adopted, and the regulations thereunder at the time in
effect.

3. Anything herein to the contrary notwithstanding, no such
termination or modification of the Plan or suspension of any
provision thereof may diminish the securities, cash, cash
value of the Common Stock Fund Units and cash value of the
Bond Fund Units in the account of a member as of the
effective date of such termination, modification or
suspension.

4. In the event of any merger or consolidation with, or
transfer of assets or liabilities to, any other plan, each
employee member, former employee, former member, beneficiary
or estate eligible under the Plan shall, if the Plan is then
terminated, receive a benefit immediately after the merger,
consolidation or transfer, which is equal to the benefit he
or she would have been entitled to receive immediately
before the merger, consolidation or transfer if the Plan had
then terminated.

XXII. CONDITIONS ON PARTICIPATION OF SUBSIDIARIES OF THE COMPANY.

The consent of the Company to the participation in the Plan of any
subsidiary of the Company may be conditioned upon such provisions as
the Company may prescribe, including, without limitation, conditions
as to (a) the instruments to be executed and delivered by such
Participating Company to the Trustee, (b) the extent to which the
Company shall act as representative of such Participating Company
under the Plan, and (c) the rights of such Participating Company to
withdraw from participation in the Plan and the effect of such
withdrawal upon the memberships and accounts in the Plan of employees
of such Participating Company.

XXIII. MEMBER'S RIGHTS NOT TRANSFERABLE.

No right or interest of any member under the Plan or in his or her
account shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise, including,
without limitation, by execution, levy, garnishment, attachment,
pledge or in any other manner, except in accord with provisions of a

38
<PAGE> 39
qualified domestic relations order as defined by section 414(p) of
the Internal Revenue Code of 1986 and section 206(d) of ERISA and
further excluding devolution by death or mental incompetency; no
attempted assignment or transfer thereof shall be effective; and no
right or interest of any member under the Plan or in his or her
account shall be liable for, or subject to, any obligation or
liability of such member.

XXIV. DESIGNATION OF BENEFICIARIES.

(1) A member may file with the Company a written designation of
a beneficiary or beneficiaries with respect to all or part
of the assets in the member's account. In the case of a
married member who dies, the securities, cash, cash value of
the Common Stock Fund Units and cash value of the Bond Fund
Units in such member's account shall be delivered to such
member's surviving spouse unless the written designation of
beneficiary designating a person or persons other than the
spouse with respect to all or part of the assets in the
member's account includes the written consent of the spouse,
witnessed by a notary public. A member, with, if married,
such written consent of the spouse, may from time to time
revoke or change any such designation of beneficiary.

(2) In the case of an unmarried member who does not file a
written designation of beneficiary, such member shall be
deemed to have designated as beneficiary or beneficiaries
under the Plan the person or persons who are entitled in the
event of the member's death to receive the proceeds under
the Company's Group Life and Disability Insurance Program if
the member is covered under such Program at the date of his
death.

(3) In the event of the death of a member, any of the
securities, cash, cash value of the Common Stock Fund Units
and cash value of the Bond Fund Units in his or her account
under the Plan shall be delivered to, as applicable, such
spouse or beneficiaries who shall survive the member, in
accordance with the applicable designation (to the extent
effective and enforceable at the time of the member's death)
and the provisions of the Plan, subject to such regulations
as the Committee from time to time may prescribe in respect
of distributions to minors; provided, however, that if the
Trustee or the Committee shall be in doubt as to the right
of any such person to receive any of such securities, cash,
cash value of the Common Stock Fund Units and cash value of
the Bond Fund Units, the Trustee may deliver the same to the
estate of the member, in which case the Trustee, the several
Participating Companies and the Committee and the several

39
<PAGE> 40

members thereof and alternates for members shall not be
under any further liability to anyone. Except as
hereinabove provided, in the event of the death of a member,
the securities, cash, cash value of the Common Stock Fund
Units and cash value of the Bond Fund Units in his or her
account under the Plan shall be delivered to his or her
estate.

XXV. LIMITATION ON CONTRIBUTIONS UNDER SECTION 415 OF THE
INTERNAL REVENUE CODE.

Notwithstanding any other provision of the Plan, the amount of any
Tax-Efficient Savings Contributions shall not exceed the applicable
limits set by section 415 of the Internal Revenue Code and the
regulations thereunder. Additionally, the combined limitation of
section 415(e) of the Internal Revenue Code will be administered so
that a member's defined benefit plan fraction and defined
contribution plan fraction will not exceed 1.0 in any limitation year
and will be accomplished by reducing the rate of benefit accruals
under the defined benefit plan so that the sum of the fractions
equals 1.0.

XXVI. TRANSFER OF ASSETS TO THE PLAN.

Notwithstanding any other provisions of the Plan, and subject to such
regulations and procedures as the Committee may prescribe, assets may
be transferred to the Plan from the Tax Reduction Act Stock Ownership
Plan for Hourly Employees in the United States or the Tax Reduction
Act Stock Ownership Plan for Salaried Employees or any other similar
plan maintained by the Company or its subsidiaries. If any cash or
securities shall be delivered to the Trustee by the trustee under any
of such plans, effective on or after April 30, 1989, the Trustee
shall receive and hold such assets in the Plan trust and shall credit
them to accounts in the Plan for employees on whose behalf such
assets have been transferred. Assets received in cash shall be
invested in the Current Interest Fund. Thereafter all such assets
shall be subject to all provisions of the Plan applicable to any
other assets credited to the accounts of members.

XXVII. EMPLOYEE STOCK OWNERSHIP PLAN.

1. There is hereby established in the Plan an Employee Stock
Ownership Plan ("ESOP") effective January 1, 1989. The ESOP
shall consist of all the shares of Company stock in the Plan
at any time and from time to time including all the shares
allocated to members' accounts and shares held in the
suspense account as hereinafter described and all assets
attributable to contributions made after December 31, 1988.

40
<PAGE> 41
2. The trustee of the ESOP shall be the Trustee of the Plan.
The Trustee shall hold, invest, transfer and distribute the
shares of Company stock and all other assets in the ESOP in
accordance with the provisions of this paragraph XXVII and
the Plan.

3. (i) On or after July 13, 1989, the Trustee shall
borrow on behalf of the ESOP an amount not
exceeding the amount of dividends estimated by
the Trustee, after consultation with the Vice
President - Finance and Treasurer of the Company,
to be paid on Company stock in the ESOP in the
twelve-month period succeeding such borrowing by
the Trustee, or, on or after July 1, 1991, such
period as the Trustee shall select, subject to a
guarantee by the Company of payment of any such
loan.

(ii) The Trustee is authorized to borrow such amount
from such persons, including the Company, as the
Trustee shall determine. The loan shall provide
for repayment within the twelve-month period
succeeding such loan or, on or after July 1,
1991, within such period as the Trustee shall
have selected, and shall be payable on such other
terms as the Trustee in its sole discretion shall
determine. The interest rate of a loan must not
be in excess of a reasonable rate of interest.

(iii) The proceeds of any such loan shall be used by
the Trustee to purchase as soon as practicable
shares of Company stock in accordance with the
provisions of paragraph XVII hereof. The Trustee
is authorized to pledge such stock as security
for the payment of such loan. The loan shall be
without recourse against the ESOP.

4. The Trustee shall hold the shares of Company stock so
purchased in the Plan in a suspense account unallocated to
the accounts of members of the Plan until such time as all
or part of the related loan and interest thereon is paid as
hereinafter provided. The Trustee shall vote shares of
Company stock in the suspense account in its discretion,
notwithstanding the provisions of paragraph XVIII hereof.

5. The Trustee shall apply all dividends paid on Company stock
held in the ESOP, including shares allocated to members'
accounts and shares held in the suspense account, to payment

41
<PAGE> 42

of any loan made in accordance with subparagraph 3
hereof and interest thereon.

In the event that dividends paid on all Company stock held
in the ESOP are not sufficient to enable the Trustee to make
any payment on any loan made in accordance with subparagraph
3 hereof, the Trustee shall sell shares of Company stock
held in the suspense account in an amount necessary to
permit such payment provided, however, that the Company may
elect to make an additional contribution to the Plan in an
amount sufficient to enable the Trustee to make all or part
of such payment without selling shares of Company stock held
in the suspense account.

In the event that dividends paid on all Company stock held
in the ESOP and the amount realized from the sale of Company
stock held in the suspense account are not sufficient to
enable the Trustee to make any payment on any loan made in
accordance with subparagraph 3 hereof, the Company shall
make an additional contribution to the Plan in an amount
sufficient to enable the Trustee to make such payment or
shall pay such amount to the lender.

6. The shares held in the suspense account shall be released
from the suspense account in an amount that bears the same
ratio to the total number of shares in the suspense account
as the amount of principal and interest paid on the loan
bears to the total amount of principal and interest
outstanding. The Trustee shall allocate such shares so
released to the accounts of members as if the dividends paid
on Company stock with respect to shares held in the accounts
of members had been used to acquire shares of Company stock
in the open market on the last day of the month preceding
the date such shares are released from the suspense account.

To the extent that the number of shares released from the
suspense account at any time is less than the number that
would be required for allocation to members' accounts if the
dividends paid on Company stock had been used to acquire
shares of Company stock in the open market on the last day
of the month preceding the date such shares are released
from the suspense account, the Company shall make an
additional contribution to the Plan in an amount sufficient
to permit the Trustee to acquire additional shares so that
the total number of shares allocated to members' accounts
shall equal the number that would have been allocated if the
dividends paid with respect to Company stock in the accounts
of members had been used to acquire shares of Company stock
in the open

42
<PAGE> 43
market on the last day of the month preceding the date such
shares are released from the suspense account.

To the extent that the number of shares released from the
suspense account at any time exceeds the number that would
be required for allocation to members' accounts if the
dividends paid on Company stock had been used to acquire
shares of Company stock in the open market on the last day
of the month preceding the date such shares are released
from the suspense account, the excess shall be allocated to
the accounts of members in an amount proportional to the
number of shares of Company stock in their accounts at the
date shares are released from the suspense account.

7. Contributions to the ESOP for any eligible employee who is a
highly compensated employee shall be limited to the extent
required under the principles described in paragraph IV with
respect to tax-efficient savings contributions.

8. The Committee is authorized to make such adjustments in the
administration of the Plan and the ESOP as it deems
necessary, appropriate or desirable to carry out the
purposes and intents of this paragraph XXVII.

9. In the event that any or all of the tax benefits available
under the tax laws on the effective date hereof are
restricted or eliminated, as determined by the Company, the
Trustee is authorized upon direction by the Company to sell
upon such terms, at such times and to such persons, as the
Trustee in its sole discretion shall determine, any or all
of the shares of Company stock in the suspense account and
to use the proceeds of such sale to pay all or part of the
loan balance outstanding, together with interest thereon.
Any excess shares in the suspense account at such time shall
be allocated as provided in subparagraph 6 hereto.

<PAGE> 1
Exhibit 4.B

MASTER TRUST AGREEMENT

Between

_________________________________________________

FORD MOTOR COMPANY

And

FIDELITY MANAGEMENT TRUST COMPANY

_________________________________________________

FORD DEFINED CONTRIBUTION PLANS

MASTER TRUST

Dated as of September 30, 1995
<PAGE> 2
TABLE OF CONTENTS

Section Page
- ------- ----
<S> <C>
1 Definitions ................................................. 2

2 Trust ....................................................... 4
(a) Establishment of Trust
(b) Trust Property

3 Exclusive Benefit and Reversion of Company Contributions .... 4

4 Investment of Master Trust .................................. 5
(a) Selection of Investment Options
(b) Available Investment Options
(1) Fidelity Mutual Funds
(2) Outside Mutual Funds
(3) Ford Stock Fund
(4) Loans to Participants
(5) Commingled Pools
(6) Separately Managed Portfolios
(7) Investment Contracts
(c) Master Trustee Powers
(d) Investment Authority

5 Participant Directions ...................................... 14
(a) Investments
(b) Disbursements

6 Recordkeeping and Administrative Services to Be Performed ... 15
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
(f) Allocation of Plan Interests

7 Compensation and Expenses ................................... 16

8 Directions and Indemnification .............................. 17
(a) Directions from Company or Administrator
(b) Conduct
(c) Co-Fiduciary Liability
(d) Responsibility
(e) Survival

9 Resignation or Removal of Master Trustee .................... 18
(a) Resignation
(b) Removal

</TABLE>

-i-
<PAGE> 3
TABLE OF CONTENTS
(Continued)

Section Page
- ------- ----
<S> <C>
10 Successor Master Trustee...................................... 18
(a) Appointment
(b) Acceptance
(c) Corporate Action

11 Termination................................................... 19

12 Resignation, Removal, and Termination Notices................. 19

13 Duration...................................................... 19

14 Amendment or Modification..................................... 19

15 General....................................................... 20
(a) Performance by Master Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings

16 Governing Law................................................. 20
(a) Massachusetts Law Controls
(b) Which Agreement Controls

17 Plan Qualification............................................ 21

Schedules
- ---------
A. Recordkeeping and Administrative Services
B. Fee Schedule
C. Investment Options
D. IRS Determination Letter or Opinion of Counsel
E. Existing GICs
F. Telephone Exchange Procedures
G. Investment Guidelines for Interest Income Fund

</TABLE>

-ii-

<PAGE> 4

TRUST AGREEMENT, dated as of the 30th day of September, 1995, between
FORD MOTOR COMPANY, a Michigan corporation, having an office at The American
Road, Dearborn, Michigan 48121 (the "Company"), and FIDELITY MANAGEMENT TRUST
COMPANY, a Massachusetts trust company, having an office at 82 Devonshire
Street, Boston, Massachusetts 02109 (the "Master Trustee").

WITNESSETH:

WHEREAS, the Company is the sponsor of the Ford Motor Company Savings
and Stock Investment Plan for Salaried Employees (the "SSIP") and the Ford
Motor Company Tax-Efficient Savings Plan for Hourly Employees (the "TESPHE")
and the Company is the named fiduciary (within the meaning of Section 402(a) of
ERISA), for the SSIP and the TESPHE; and

WHEREAS, the Master Trustee has been appointed as Trustee by the Company
under the SSIP and the TESPHE; and

WHEREAS, the Company desires to establish a Master Trust for the purpose
of commingling for investment and administrative purposes some or all of the
assets in the trusts established under the SSIP and the TESPHE; and

WHEREAS, the Company may in the future adopt savings plans and
subsidiaries and affiliates of the Company may have adopted or may adopt in the
future savings plans under which assets may appropriately be included in the
Master Trust with the consent of the Company and the Master Trustee; and

WHEREAS, the Master Trustee is willing to hold and invest such assets of
the SSIP and TESPHE and of other such plans in the future; and

WHEREAS, Comerica Bank has been appointed by the Company as trustee for a
separate trust under the ESOP to hold the unallocated shares of Ford Motor
Company Common Stock and to borrow such funds as shall be deemed necessary to
purchase such shares on behalf of the ESOP.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements set forth below, the Company and the Master Trustee
agree as follows:
<PAGE> 5

Section 1. Definitions. The following terms as used in this Master Trust
Agreement have the meaning indicated unless the context clearly requires
otherwise:

(a) "Administrator" shall mean, with respect to the SSIP and TESPHE, Ford
Motor Company and, with respect to plans whose assets may be included in
the future, the sponsor of such plans.

(b) "Agreement" shall mean this Master Trust Agreement, as the same may be
amended and in effect from time to time.

(d) "Commingled Pool" shall mean a group trust collective investment fund
maintained by a bank or trust company for plans qualified under Section
401(a) of the Code which is exempt from tax under Section 501(a) of the
Code.

(e) "Company" shall mean Ford Motor Company, or any successor to all or
substantially all of its businesses which, by agreement, operation of
law or otherwise, assumes the responsibility of the Company under this
Agreement.

(f) "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it has been or may be amended from time to time.

(g) "ESOP Trustee" shall mean Comerica Bank or such successor trustee for
unallocated shares of Ford Stock under the Employee Stock Ownership Plan
("ESOP"), as appointed by Ford Motor Company.

(h) "Existing GICs" shall mean each class year guaranteed investment
contract heretofore entered into by the Company or predecessor trustee
and specifically identified on Schedule "E" attached hereto.

(i) "FBSI" shall mean Fidelity Brokerage Services, Inc., an affiliate of the
Trustee.

(j) "Fidelity Mutual Fund" shall mean any investment company advised by
Fidelity Management & Research Company (or any of its affiliates) which
is listed on Schedule "A".

(k) "Ford Stock" shall mean the publicly-traded common stock of the Company
which meets the requirements of section 407(d)(5) of ERISA with respect
to the Plans.

-2-
<PAGE> 6

(l) "Ford Stock Fund" shall mean the investment option in which
investments of Ford Stock are made.

(m) "GICs" shall mean guaranteed investment contracts.

(n) "Group Trust" shall mean The Fidelity Group Trust for Employee
Benefit Plans, a group trust maintained by the Trustee for
qualified plans.

(o) "Investment Manager" shall mean (i) an investment adviser
registered under the Investment Advisers Act of 1940 (ii) a bank,
as defined in that Act or (iii) an insurance company qualified to
perform investment management service under the laws of more than
one state.

(p) "Master Trust" shall mean the Ford Defined Contribution Plan Master
Trust, being the trust established by the Company and the Master
Trustee pursuant to the provisions of this Agreement.

(q) "Master Trustee" shall mean Fidelity Management Trust Company, a
Massachusetts trust company and any successor to all or
substantially all of its trust business as described in Section
10(c). The term Master Trustee shall also include any successor
trustee appointed pursuant to Section 10 to the extent such
successor agrees to serve as Master Trustee under this Agreement.

(r) "NAV" shall mean the net asset value of a single unit or share held
by a Participant in any investment option.

(s) "Outside Mutual Fund" shall mean any investment company not advised
by Fidelity Management & Research Company (or any of its
affiliates) which is listed on Schedule "A".

(t) "Participant" shall mean, with respect to the Plans, any employee
(or former employee) with an account under the Plan, which has not
yet been fully distributed and/or forfeited, and shall include the
designated beneficiary(ies) with respect to the account of any
deceased employee (or deceased former employee) until such account
has been fully distributed and/or forfeited, or any other person
entitled to benefits with respect to the Plans.

(u) "Participant Recordkeeping Reconciliation Period" shall mean the
period beginning on the date of the initial transfer of assets to
the Master Trust and ending on the date of the completion of the
reconciliation of participant records.

-3-
<PAGE> 7

(v) "Plans" shall mean the Ford Motor Company qualified plans designated
in the recitals and shall include such other qualified defined
contribution plans which are maintained by the Company or any of its
subsidiaries or affiliates for the benefit of their eligible employees
as may be designated by the Company in writing to the Trustee as Plans
hereunder. Each reference to "a Plan" or "the Plans" in this
Agreement shall mean and include the Plan or Plans to which the
particular provision of this Agreement is being applied or all Plans,
as the context may require.

(w) "Reporting Date" shall mean the last day of each calendar quarter, the
date as of which the Trustee resigns or is removed pursuant to
Section 9 hereof and the date as of which this Agreement terminates
pursuant to Section 11 hereof.

Section 2. Trust.

(a) Establishment of Trust. The Company hereby appoints the
Master Trustee as trustee and the Master Trustee hereby accepts the trust on
the terms and conditions hereinafter set forth.

(b) Trust Property. The Master Trust shall consist of money or
other property acceptable to the Master Trustee, in its sole discretion, that
(i) are transferred to it by Comerica Bank, predecessor trustee under the SSIP
and the TESPHE, on behalf of separate trusts established under each such plan
concurrently with the establishment of this Master Trust, or by the trustee of
such trusts, (ii) are paid to it by the Company or transferred to it from the
trustee of a separate trust under each plan permitted by the Company and the
Master Trustee to participate in the Master Trust, (iii) are paid to it by the
Company or other subsidiaries with respect to such plans in the forms of
additional sums of money or Ford Stock or other property acceptable to the
Master Trustee, (iv) are paid to it by the Company or by participants to the
Plan as contributions to the Plan or that may be rolled over in cash by an
eligible employee from the plan of such employee's prior employer or from a
"conduit IRA", pursuant to the provisions of any plan participating in the
Master Trust and the provisions of the Summary Plan Description applicable to
such plan, and (v) are transferred to it in the form of shares of Ford Stock by
the ESOP Trustee.

Section 3. Exclusive Benefit and Reversion of Company Contributions. Except as
provided under applicable law and the provisions of each of the plans
participating in the Master Trust, no part of the Master Trust allocable to any
plan participating in the Master Trust may be used for, or diverted to,
purposes other than the exclusive benefit of the participants in such

-4-
<PAGE> 8

Plans or their beneficiaries or other person entitled thereto prior to the
satisfaction of all liabilities with respect to the participants and their
beneficiaries.

Section 4. Investment of Master Trust.

(a) Selection of Investment Options. The Master Trustee shall
have no responsibility for the selection of investment options under the Master
Trust, and shall not render investment advice to any person in connection with
the selection of such options.

(b) Available Investment Options. The Company shall direct the
Master Trustee as to what investment options: (i) the Master Trust shall be
invested during the Participant Recordkeeping Reconciliation Period, and (ii)
the investment options in which Participants may invest in following such
period, subject to the limitations described in this Section 4.
The Company may determine to offer as investment options: (i) Fidelity
Mutual Funds, (ii) Outside Mutual Funds, (iii) Separately Managed Portfolios,
(iv) Ford Stock, (v) Notes evidencing loans to Participants in accordance with
the terms of the Plans, (vi) Existing GICs, and (vii) Commingled Pools. The
investment options selected by the Company are identified on Schedule "A"
attached hereto and in the Summary Plan Description provided to plan
participants. The Company may add, delete or substitute additional
investment options upon mutual amendment of this Master Trust Agreement and the
Schedules thereto to reflect such additions.

(1) Fidelity Mutual Funds. The Company hereby acknowledges that
it has received from the Master Trustee a copy of the prospectus for each
Fidelity Mutual Fund selected by the Company as a Plan investment option.
Master Trust investments in Fidelity Mutual Funds shall be subject to the
following limitations

(i) Execution of Purchases and Sales. Purchases of Fidelity
Mutual Funds with contributions made by the Company or participants (other than
for exchanges) shall be made on the date on which the Master Trustee receives
from the Company in good order the information and documentation necessary to
accurately effect such purchases or, if later, the date on which the Master
Trustee has received a wire transfer of funds necessary to make such purchase.
Exchanges or sales of Fidelity Mutual Funds shall be made at the direction of
Participants in accordance with the Telephone Exchange Guidelines attached
hereto as Schedule "F".

(ii) Voting. At the time of mailing of notice of each
annual or special stockholders' meeting of any Fidelity Mutual Fund, the Master
Trustee shall send a copy of the notice and all proxy solicitation materials
to each Participant who has shares of the

-5-

<PAGE> 9

Fidelity Mutual Fund credited to the Participant's accounts, together with a
voting direction form for return to the Master Trustee or its designee. The
Participant shall have the right to direct the Master Trustee as to the manner
in which the Master Trustee is to vote the shares credited to the Participant's
accounts (both vested and unvested). The Master Trustee shall vote the shares
only as directed by the Participant. With respect to all rights other than the
right to vote, the Master Trustee shall follow the directions of the
Participant.

(2) Outside Mutual Funds: Master Trust investments in Outside
Mutual Funds, shall be subject to the following limitations:

(i) Execution of Purchases and Sales. Purchases, sales and
exchanges of the Outside Mutual Funds shall be made in accordance with
the operating procedures established for each fund.

(ii) Voting. The Master Trustee shall provide each
Participant with the right to direct the manner in which Outside Mutual Fund
shares credited to the Participant's account shall be voted. The Master
Trustee may retain at its expense the services of a third-party vendor to
handle proxy solicitation mailings and tabulation for Outside Mutual Funds.
The Master Trustee or third party vender shall send the notice of stockholders'
meeting and all proxy solicitation materials to each Participant who has
shares of the Outside Mutual Fund credited to the Participant's account,
together with a voting direction form for return to the Master Trustee or the
third-party vendor acting as its designee, Outside Mutual Fund shares shall be
voted as directed by the Participant. The Master Trustee shall not vote
shares of Outside Mutual Funds for which it has received no directions from
the Company or from Participants.

(3) Ford Stock Fund. Master Trust investments in Ford Stock shall
be made via the Ford Stock Fund. While investments in the Ford Stock Fund
shall consist primarily of shares of Ford Stock, in order to satisfy daily
participant requests for transfers and payments, the Ford Stock Fund shall also
hold cash or other short-term liquid investments. Such holdings may include
investments in (i) Fidelity Institutional Cash Portfolios: Money Market: Class
A "FICAP", or (ii) such other Mutual Fund or commingled pool as agreed to by
the Company and Master Trustee. A target percentage and drift allowance for
short-term liquid investments shall be agreed to in writing by the Company and
Master Trustee, and the Master Trustee shall be responsible for ensuring that
the percentage of these investments falls within the agreed upon range over
time. The Company shall have the right to direct the Master Trustee as to the
manner in which the Master Trustee is to vote the shares of a mutual fund used
as the liquidity reserve.

-6-
<PAGE> 10

Each participant's proportional interest in the Ford Stock Fund shall
be measured in units of participation, rather than shares of Ford Stock. Such
units shall represent a proportionate interest in all of the assets of the Ford
Stock Fund, which includes shares of Ford Stock, short-term, liquid investments
and at times, receivables for dividends, interest or Ford Stock sold and
payables for Ford Stock purchased.

Each day, the Master Trustee shall determine a NAV for each unit
outstanding of the Ford Stock Fund. The NAV will fluctuate daily and shall be
adjusted by dividends paid on the shares of Ford Stock held by the Ford Stock
Fund, gains or losses realized on sales of Ford Stock, appreciation or
depreciation in the market price of shares owned, and interest on the
short-term investments held by the Ford Stock Fund. Dividends received by the
Ford Stock Fund shall be reinvested in additional units of the Ford Stock Fund.

The Master Trustee shall act in accordance with the directions of the
ESOP Trustee as to the proper amount of cash dividends payable on Company Stock
from time to time to be transferred to the ESOP Trustee for the repayment of
the ESOP loan(s) and the number of shares of Company Stock to be transferred
from the ESOP Trustee to the Master Trustee to be allocated to the accounts of
plan participants in the Ford Stock Fund.

Investments in Ford Stock shall be subject to the following
limitations:

(i) Acquisition Limit. Pursuant to the applicable provisions of
Plans, the Master Trust may be invested in Ford Stock to the extent necessary
to comply with investment directions under Section 4(b)(3) of this Agreement.

(ii) Fiduciary Duty of Company. The Company shall continually
monitor the suitability under the fiduciary duty rules of section 404(a)(1) of
ERISA (as modified by section 404(a)(2) of ERISA) of acquiring and holding Ford
Stock. The Master Trustee shall not be liable for any loss, or by reason of
any breach, which arises from the provisions of the Plans with respect to the
acquisition and holding of Ford Stock, unless it is clear on their face that
the actions to be taken would be prohibited by the foregoing fiduciary duty
rules or would be contrary to the terms of the Plans or this Agreement. It
shall be the responsibility of the Company to determine and assure that any
securities which are issued by the Company and which are to be held in the
Master Trust satisfy the definition of Ford Stock. At the request of the Master
Trustee, the Company shall provide a legal opinion reasonably satisfactory to
the Master Trustee that any such securities meet the definition of Ford Stock.

(iii) Execution of Purchases and Sales. (A) Purchases and sales of
Ford Stock shall be made on the open market, or in such other manner as the
Master Trustee shall determine, or if mutually agreed upon between the Company
and the Master Trustee, purchases from the Company shall be transacted at a
price to be mutually agreed upon, and no commission fees shall be charged to
the Ford Stock Fund for such trades. Exchanges of

-7-
<PAGE> 11

Ford Stock Fund units by participants shall be made in accordance with the
Telephone Exchange Guidelines attached hereto as Schedule "F".

(iv) Use of an Affiliated Broker. The Company hereby directs the
Master Trustee to use FBSI to provide brokerage services in connection with any
purchase or sale of Ford Stock in accordance with directions from Participants.
FBSI shall execute such directions directly or through its affiliate, National
Financial Services Company ("NFSC"), on a best execution basis. The provision
of brokerage services shall be subject to the following:

(a) As consideration for such brokerage services, the
Company agrees that FBSI shall be entitled to remuneration under this
authorization provision in the amount of 3.5 cents commission from the Company
on each share of Ford Stock, provided that no purchases shall be payable on
transactions with the Company. Any change in such remuneration may be made
only by a signed agreement between Company and Master Trustee.

(b) Following the procedures set forth in Department of
Labor Prohibited Transaction Class Exemption 86-128, the Master Trustee will
provide the Company with the following documents: (1) a description of FBSI's
brokerage placement practices; (2) a copy of PTCE 86-128; and (3) a form by
which the Company may terminate this authorization to use a broker affiliated
with the Master Trustee. The Master Trustee will provide the Company with this
termination form annually, as well as an annual report which summarizes all
securities transaction-related charges incurred by the Plans, and the Plans'
annualized turnover rate.

(c) Any successor organization of FBSI, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance
with the terms of this authorization provision.

(d) The Master Trustee and FBSI shall continue to rely on
this authorization provision until notified to the contrary. The Company
reserves the right to terminate this authorization upon sixty (60) days prior
written notice to FBSI (or its successor) and the Master Trustee.

(v) Securities Law Reports. The Company shall be
responsible for filing all reports required under Federal or state securities
laws with respect to the Master Trust's ownership of Ford Stock, including,
without limitation, any reports required under section 13 or 16 of the
Securities Exchange Act of 1934, except for any such reports which the Master
Trustee is required to file, and shall immediately notify the Master Trustee in
writing of any

-8-
<PAGE> 12

requirement to stop purchases or sales of Ford Stock pending the filing of any
report. The Master Trustee shall provide to the Company such information on
the Master Trust's ownership of Ford Stock as the Company may reasonably
request in order to comply with Federal or state securities laws.

(vi) Voting. Notwithstanding any other provision of this
Agreement the provisions of this Section shall govern the voting of Ford Stock.
The Company, after consultation with the Master Trustee, shall provide and pay
for all printing, mailing, tabulation and other costs associated with the
voting of Ford Stock.

(a) When the Company prepares for any annual meeting, the
Company shall notify the Master Trustee thirty (30) days in advance of
the intended record date and shall cause a copy of all proxy solicitation
materials to be sent to the Master Trustee. Based on these materials the
Master Trustee shall prepare a voting instruction form. At the time of
mailing of notice of each annual or special stockholders' meeting of the
issuer of the Ford Stock, the Master Trustee shall cause a copy of the notice
and all proxy solicitation materials to be sent to each Participant, together
with the foregoing voting instruction form to be returned to the Master
Trustee or its designee. The form shall show the number of full and fractional
shares of Ford Stock attributable to the Participant's interest in the Ford
Stock Fund.

(b) Each Participant shall have the right to direct the Master
Trustee as to the manner in which the Master Trustee is to vote that number of
shares of Ford Stock attributable to the Participant's interest in the Ford
Stock Fund. Directions from a Participant to the Master Trustee concerning the
voting of Ford Stock shall be communicated in writing, or by mailgram or
similar means as determined by the Master Trustee. These directions shall be
held in confidence by the Master Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person. Upon its
receipt of the directions, the Master Trustee shall vote the shares of Ford
Stock as directed by the Participant. The Master Trustee shall vote shares of
Ford Stock credited to a Participant's accounts for which it has received no
directions from the Participant in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it received
voting directions from Participants.

(vii) General. With respect to all rights other than the
right to vote, in the case of Ford Stock credited to a Participant's accounts,
the Trustee shall follow the directions of the Participant.

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<PAGE> 13
(viii) Conversion. All provisions in this Section 4(b)(3)
shall also apply to any securities received as a result of a conversion of Ford
Stock.

(4) Loans to Participants

(i) To originate a participant loan, the Plans participant
shall direct the Master Trustee as to the term and amount of the loan to be
made from the participant's individual account. Such directions shall be made
by Plans participants by use of the telephone exchange system maintained for
such purpose by the Master Trustee or its agent. The Master Trustee shall
determine, based on the current value of the participant's account on the date
of the request and any guidelines provided by the Company, the amount available
for the loan. Based on the interest rate supplied by the Company in accordance
with the terms of the Plans, the Master Trustee shall advise the participant of
such interest rate, as well as the installment payment amounts. In the case of
participant residential loans, the Master Trustee shall forward the loan
document to the participant for execution and submission for approval to the
Master Trustee. The Master Trustee shall distribute the loan note with the
proceeds check to the participant. The Master Trustee also shall distribute
truth-in-lending disclosure to the participant. To facilitate recordkeeping,
the Master Trustee may destroy the original of any promissory note made in
connection with a loan to a participant under the Plans, provided that the
Master Trustee first creates a duplicate by a photographic or optical scanning
or other process yielding a reasonable facsimile of the promissory note and the
Plans participant's signature thereon, which duplicate may be reduced or
enlarged in size from the actual size of the original promissory note.

(ii) Principal and interest payments on parcipant loans shall
be remitted to the Master Trustee (1) by the Company in the case of active
employees, (2) by Comerica Bank in the case of amounts deducted from pension
payments on loans made prior to October 1, 1995, and (3) directly from former
employees in other cases.

(iii) The Administrator shall continue to hold participant
loan notes issued before the effective date of this Agreement as agent for the
Master Trustee.

(5) Commingled Pools. Master Trust investments in Commingled Pools
shall be subject to the following:

(i) The Company hereby agrees to the Plans' participation in
the Group Trust and adopts the terms of the Group Trust as a part of this
Agreement. Additionally, the Company acknowledges that it has received from
the Master Trustee a copy of the terms of the Group Trust

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<PAGE> 14
and the terms of the Declaration of Separate Fund for each separate fund of the
Group Trust selected by the Company.

(ii) The Master Trustee shall at the direction of the
Investment Manager transfer all or any specified assets of a Separately Managed
Portfolio to any Commingled Pool which is maintained by such Investment
Manager, an affiliate thereof or any other entity which is a bank, and
whereupon the instrument establishing such Commingled Pool, as amended from
time to time shall constitute a part of the Master Trust, provided, however,
that following the transfer of funds to the bank, the Master Trustee shall have
no responsibility with respect to the holding, investment or administration of
such funds.

(iii) At the direction of the Company, the Master Trustee
shall transfer all or any portion of the Master Trust assets to any Commingled
Pool which is maintained by a bank as defined by the Investment Advisers Act of
1940, as amended, and whereupon the instrument establishing such Commingled
Pool shall constitute a part of the Master Trust, provided, however, that
following the transfer of funds to the bank, the Master Trustee shall have no
responsibility with respect to the holding, investment or administration of
such funds.

(iv) Purchases, sales, and exchanges of Commingled Pools other
than the Group Master Trust shall be made in accordance with Operational
Procedures to be established.

(6) Separately Managed Portfolios: At the Company's direction the
Master Trustee shall separate all or a portion of the Master Trust into one or
more Separately Managed Portfolios. Each Separately Managed Portfolio may be
invested in individual equity and debt securities, whether domestic or foreign,
mutual funds, commingled pools, and any other property or investments, in the
sole judgment of the person who is directing the investments of such Separately
Managed Portfolio.
The Company shall from time to time specify by written notice to the
Master Trustee whether the investment of the Separately Managed Portfolio shall
be managed by the Master Trustee, or shall be directed by one or more
Investment Managers, or whether both the Master Trustee and one or more
Investment Managers are to participate in the investment management of the
Separately Managed Portfolio. The Company shall be responsible for
ascertaining that while each Investment Manager is acting in such capacity
hereunder, such Investment Manager acknowledges that it is a fiduciary within
the meaning of Section 3(21)(A) of ERISA, with respect to the Plans.
The Master Trustee shall follow the directions of an Investment Manager
regarding the investment and reinvestment of the Master Trust, or such portion
thereof as shall be under management by the Investment Manager, and shall be
under no duty or obligation to review any investment to be acquired, held or
disposed of pursuant to such directions nor to make any recommendations with
respect to the disposition or continued retention of any such

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<PAGE> 15
investment. The Master Trustee shall have no liability or responsibility for
acting without question on the direction of, or failing to act in the absence
of any direction from an Investment Manager, unless the Master Trustee has
knowledge that by such action or failure to act it will be participating in or
undertaking to conceal a breach of fiduciary duty by that Investment Manager.

The Investment Manager at any time and from time to time may issue
orders for the purchase or sale of securities or investments directly to a
broker. In order to facilitate such transactions, the Master Trustee, upon
direction by the Investment Manager, shall execute and deliver appropriate
trading authorizations, provided, however, that the Master Trustee may require
evidence that all risks associated with such purchase or sale of securities or
other investments by the Investment Manager are acknowledged by the Company and
the Investment Manager. Written notification of the issuance of each such order
shall be given promptly to the Master Trustee by the Investment Manager and the
execution of each such order shall be confirmed to the Master Trustee by the
broker. Such notification shall be authority for the Master Trustee to pay for
securities purchased against receipt thereof and to deliver securities sold
against payment therefor, as the case may be. The Master Trustee is also
authorized to execute and deliver appropriate trading authorizations when
notified by the Investment Manager by other means of communication mutually
agreed upon by the Master Trustee and the Investment Manager.

The Master Trustee shall, upon receiving written notice of the
resignation or removal of the Investment Manager, manage, pursuant to this
Section, the investment of the portion of the Master Trust under management
by such Investment Manager at the time of its resignation or removal, unless
and until the Master Trustee shall be notified of the appointment of another
Investment Manager, as provided in this Section, for such portion of such fund.

An Investment Manager shall certify, at the request of the Master
Trustee, the value of any securities or other property held in any Manager Fund
managed by such Investment Manager, and such certification shall be regarded as
a direction with regard to such valuation. The Master Trustee shall be
entitled to conclusively rely upon such valuation for all purposes under this
Agreement.

(7) Investment Contracts. Master Trust investments in GICs shall
be subject to the following limitations:

(i) In accordance with Section 403(a) of ERISA the Company
hereby directs the Master Trustee to continue to hold Existing GICs until
contract maturity or until directed otherwise by the Company. Contract proceeds
payable upon the maturity of an Existing GIC shall be allocated to the
Separately Managed Portfolio described in (ii) below.

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<PAGE> 16
(ii) The Company hereby appoints the Master Trustee to
exercise investment management authority for a Separately Managed Portfolio
which invests primarily in a well-diversified portfolio of fixed-income
investments, including GICs, individual fixed income securities, and units in
a fixed-income Commingled Pool. The Company directs the Master Trustee to
choose such investments in accordance with the Investment Guidelines for the
Interest Income Fund attached hereto as Schedule "G".

(iii) The Company may appoint one or more Investment Managers
to manage a portion of the Separately Managed Portfolio described in (ii) above
pursuant to a written agreement by the Company with the Investment Manager.

(iv) In order to provide the necessary monies for exchanges
or redemption from the Separately Managed Portfolio described in (ii) above, the
Company agrees that the Master Trustee shall maintain a liquidity reserve
allocated to such investment option in (i) FICAP or (ii) such other Mutual Fund
or commingled pool as agreed to by the Company and the Master Trustee. The
target percentage and drift allowance to be held in the liquidity reserve shall
be set forth in Schedule "G" or otherwise agreed upon by the Master Trustee and
Company in writing and the Master Trustee shall be responsible for ensuring
that this target percentage falls within the agreed upon range, over time.

(i) Subject to the limitations imposed by this Section 4,
to sell, exchange, convey, transfer, or otherwise dispose of any property held
in the Master Trust, by private contract or at public auction. No person
dealing with the Master Trustee shall be bound to see to the application of the
purchase money or other property delivered to the Master Trustee or to inquire
into the validity, expediency, or propriety of any such sale or other
disposition.

(ii) Subject to the limitations of this Section 4, to invest
in GICs and short term investments (including interest bearing accounts with
the Master Trustee or money market mutual funds advised by affiliates of the
Master Trustee) and in collective investment funds maintained by the Master
Trustee for qualified plans, in which case the provisions of each collective
investment fund in which the Master Trust is invested shall be deemed adopted
by the Company and the provisions thereof incorported as a part of this Master
Trust as long as the fund remains exempt from taxation under Sections 401(a)
and 501(a) of the Internal Revenue Code of 1986, as amended.

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<PAGE> 17
(iii) To cause any securities or other property held as part
of the Master Trust to be registered in the Master Trustee's own name, in the
name of one or more of its nominees, or in the Master Trustee's account with
the Depository Trust Company of New York and to hold any investments in bearer
form, but the books and records of the Master Trustee shall at all times show
that all such investments are part of the Master Trust.

(iv) To borrow funds from a bank not affiliated with the
Master Trustee in order to provide sufficient liquidity to process Plans
transactions in a timely fashion, provided that the cost of such borrowing
shall be allocated in a reasonable fashion to the investment fund(s) in need of
liquidity;

(v) To make, execute, acknowledge, and deliver any and
all documents of transfer or conveyance and to carry out the powers herein
granted.

(vi) Subject to consultation with and approval by the
Company, to settle, compromise, or submit to arbitration any claims, debts, or
damages due to or arising from the Master Trust; to commence or defend suits or
legal or administrative proceedings; to represent the Master Trust in all suits
and legal and administrative hearings; and to pay all reasonable expenses
arising from any such action, from the Master Trust if not paid by the Company.

(vii) To do all other acts although not specifically
mentioned herein, as the Master Trustee may deem necessary to carry out any of
the foregoing powers and the purposes of the Master Trust.

(d) Investment Authority. The Master Trustee shall be considered a
fiduciary with discretionary investment authority only with respect to Plans
assets invested in the Group Master Trust or in a Separately Managed Portfolio
for which the Master Trustee has been appointed to exercise management
authority.

Section 5. Participant Directions.

(a) Investments. Each Participant shall be responsible for
directing the Master Trustee in which investment option(s) to invest the assets
in the participant's individual accounts. Such directions may be made by
Participants by use of the telephone exchange system maintained for such
purposes by the Master Trustee or its agent, in accordance with written
Telephone Exchange Guidelines attached hereto as Schedule "F". In the event that
the Master Trustee fails to receive a proper direction, the assets shall be
invested in the Interest Income Fund while the Master Trustee seeks a proper
direction. The Master Trustee

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<PAGE> 18

shall not be liable for any loss, or by reason of any breach, which arises from
the Participant's exercise or non-exercise of rights under this Agreement over
the assets in the Participant's accounts.

(b) Disbursements. Each Participant shall be responsible for
directing the Master Trustee to make benefit payments or Participant loans in
accordance with the procedures set forth on Schedule "A". The Master Trustee
shall not be responsible for any disbursement properly made in accordance with
such procedures (other than tax withholding and reporting obligations assumed
under this Agreement).

Section 6. Recordkeeping and Administrative Services to Be Performed.

(a) General. The Master Trustee or Fidelity Investments Retirement
Services Company, an affiliate of the Master Trustee, shall perform those
recordkeeping and administrative functions described in Schedule "A" attached
hereto. These recordkeeping and administrative functions shall be performed
within the framework of the Company's written directions regarding the Plans'
provisions, guidelines and interpretations.

(b) Accounts. The Master Trustee shall keep accurate accounts of
all investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Master Trust as of each
Reporting Date. Within thirty (30) days following each Reporting Date or
within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Master Trustee, or the termination of this
Agreement, the Master Trustee shall file with the Company a written account
setting forth all investments, receipts, disbursements, and other transactions
effected by the Master Trustee between the Reporting Date and the prior
Reporting Date, and setting forth the value of the Master Trust as of the
Reporting Date. Except as otherwise required under ERISA, upon the expiration
of eight (8) months from the date of filing such account with the Company, the
Master Trustee shall have no liability or further accountabiltiy to anyone with
respect to the propriety of its acts or transactions shown in such account,
except with respect to such acts or transactions as to which the Company shall
within such eight (8) month period file with the Master Trustee written
objections.

(c) Inspection and Audit. All records generated by the Master
Trustee in accordance with paragraphs (a) and (b) shall be open to inspection
and audit, during the Master Trustee's regular business hours prior to the
termination of this Agreement, by the Company or any person designated by the
Company. Upon the resignation or removal of the Master Trustee or the
termination of this Agreement, the Master Trustee shall provide to the Company,
at no expense to the Company, in the format regularly provided to the Company,
a

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<PAGE> 19
statement of each Participant's accounts as of the registration, removal, or
termination, and the Master Trustee shall provide to the Company or the Plans'
new recordkeeper such further records as are reasonable, at the Company's
expense.

(d) Effect of Plan Amendment. A confirmation of the current
qualified status of each Plan is attached hereto as Schedule "D". The
Master Trustee's provision of the recordkeeping and administrative services set
forth in this Section 6 shall be conditioned on the Company delivering to the
Master Trustee a copy of any amendment to the Plans as soon as administratively
feasible following the amendment's adoption, with, if requested, an IRS
determination letter or an opinion of counsel substantially in the form of
Schedule "D" covering such amendment, and on the Company providing the Master
Trustee on a timely basis with all the information the Company deems necessary
for the Master Trustee to perform the recordkeeping and administrative services
and such other information as the Master Trustee may reasonably request.

(e) Returns, Reports and Information. The Company shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Master Trust or Plans by law. The Master Trustee
shall provide the Company with such information as the Company may reasonably
request to make these filings.

(f) Allocation of Plan Interests. All transfers to, withdrawals
from, or other transactions regarding the Master Trust shall be conducted
in such a way that the proportionate interest in the Master Trust of
each Plan and the fair market value of that interest may be determined at any
time. Whenever the assets of more than one Plan are commingled in the Master
Trust or in any investment option, the undivided interest therein of each such
Plans shall be debited or credited (as the case may be) (i) for the entire
amount of every contribution received on behalf of such Plans, every benefit
payment, or other expense attributable solely to such Plans, and every other
transaction relating only to such Plans; and (ii) for its proportionate share
of every item of collected or accrued income, gain or loss, and general
expense, and of any other transactions attributable to the Master Trust or that
investment option as a whole.

Section 7. Compensation and Expenses. Within thirty (30) days of receipt of the
Master Trustee's bill, which shall be computed and billed in accordance with
Schedule "B" attached hereto and made a part hereof, as amended from time to
time, the Company shall send to the Master Trustee a payment in such amount or,
to the extent that the Plan may permit, the Company may direct the Master
Trustee to deduct such amount from Participants' account. All expenses of the
Master Trustee relating directly to the acquisition and disposition of
investments constituting part of the Master Trust, and all taxes of any kind
whatsoever that

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<PAGE> 20

may be levied or assessed under existing or future laws upon or in respect of
the Master Trust or the income thereof, shall be a charge against and paid from
the appropriate investment option.

Section 8. Directions and Responsibility.

(a) Directions from Company or Administrator. The Company shall from
time to time designate the persons authorized to act on its behalf under the
provisions of this Agreement. Such designation shall be made in a
communication signed by the Vice President-Finance, the Secretary, or an
Assistant Secretary of the Company and shall include the signature of the
persons so designated. Whenever the Company or Administrator provides a
direction to the Master Trustee, the Master Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction
is contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Master Trustee by the Company, provided the Master
Trustee reasonably believes the signature of the individual to be genuine.
Such direction may also be made via electronic data transfer in accordance with
procedures agreed to by the Company and the Master Trustee; provided, however,
that the Master Trustee shall be fully protected in relying on such direction
as if it were a direction made in writing by the Company. The Master Trustee
shall have no responsibility to ascertain any direction's (i) accuracy, (ii)
compliance with applicable law, or (iii) effect for tax purposes (other than
tax withholding and reporting obligations assumed under this Agreement).

(b) Conduct. The Master Trustee hereby agrees not to take any action
contrary to the Plans (as communicated to the Master Trustee) or the Summary
Plan Description provided to participants (as communicated to the Master
Trustee). The Master Trustee hereby acknowledges that it has received from
the Company a draft of the Summary Plan Description.

(c) Co-Fiduciary Liability. In any other case, the Master Trustee
shall not be liable for any loss, or by reason of any breach, arising from any
act or omission of another fiduciary under the Plans except as provided in
section 405(a) of ERISA. Without limiting the foregoing, the Master Trustee
shall have no liability for the acts or omissions of any predecessor or
successor trustee.

(d) Responsibility. The Company and the Master Trustee agree that they
will cooperate with each other in the event of litigation or other dispute to
determine the response that is appropriate to any claim made against the
Company or the Master Trustee or both

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<PAGE> 21
and the apportionment of the resulting expenses (including reasonable
attorneys' fees) and liability, if any, in connection with such claim. The
Company and the Master Trustee acknowledge that some claims may be made against
either or both parties even though only one of the parties would be responsible
under the Plans and the Agreement for the action, or inaction, that gives rise
to the claim and that the identity of the party whose action, or inaction,
gives rise to the claim may not always be clear. The parties agree that, in
general, claims arising by reason of interpretation of the Plan provisions or
by reason of Company directions or the directions of an Investment Manager will
be defended by the Company and the Company will be responsible for any expenses
or liability therefor; and claims arising from the administration and operation
of the Master Trust will be defended by the Master Trustee and the Master
Trustee will be responsible for any expenses or liability therefor. In any
event, each will give notice to the other of any controversy and each will
cooperate with the other to resolve such controversy.

(e) Survival. The provisions of this Section 8 shall survive the
termination of this Agreement.

Section 9. Resignation or Removal of Master Trustee.

(a) Resignation. The Master Trustee may resign at any time upon sixty
(60) days' notice in writing to the Company, unless a shorter period of notice
is agreed upon by the Company.

(b) Removal. The Company may remove the Master Trustee at any time upon
sixty (60) days' notice in writing to the Master Trustee, unless a shorter
period of notice is agreed upon by the Master Trustee.

Section 10. Successor Master Trustee.

(a) Appointment. If the office of Master Trustee becomes vacant for any
reason, the Company may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Master Trustee under this Agreement. The successor trustee and predecessor
trustee shall not be liable for the acts or omissions of the other with respect
to the Master Trust.

(b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Master Trust assets shall
immediately vest in the successor trustee without any further action on the
part of the predecessor trustee. The

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<PAGE> 22
predecessor trustee shall execute all instruments and do all acts that
reasonably may be necessary or reasonably may be requested in writing by the
Company or the successor trustee to vest title to all Master Trust assets in
the successor trustee or to deliver all Master Trust assets to the successor
trustee.

(c) Corporate Action. Any successor of the Master Trustee or successor
trustee, through sale or transfer of the business or trust department of the
Master Trustee or successor trustee, or through reorganization, consolidation,
or merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this Agreement.

Section 11. Termination. This Agreement may be terminated at any time by the
Company upon sixty (60) days' notice in writing to the Master Trustee. On the
date of the termination of this Agreement, the Master Trustee shall forthwith
transfer and deliver to such individual or entity as the Company shall
designate, all cash and assets then constituting the Master Trust. If, by the
termination date, the Company has not notified the Master Trustee in writing as
to whom the assets and cash are to be transferred and delivered, the Master
Trustee may bring an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The Master Trustee shall
be reimbursed by the Company for all costs and expenses of the action or
proceeding including, without limitation, reasonable attorneys' fees and
disbursements.

Section 12. Resignation, Removal, and Termination Notices. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Company c/o Mr. D.N.
McCammon, Vice President-Finance, Ford Motor Company, The American Road,
Dearborn, MI 48121-1899, and to the Master Trustee c/o John M. Kimpel,
Fidelity Investments, 82 Devonshire Street, C8A, Boston, Massachusetts 02109,
or to such other addresses as the parties have notified each other of in the
foregoing manner.

Section 13. Duration. This Master Trust shall continue in effect without limit
as to time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

Section 14. Amendment or Modification. This Agreement may be amended or
modified at any time and from time to time only by an instrument executed by
both the Company and the Master Trustee. The Master Trustee and the Company may
negotiate in good faith amendments to Schedule "B" effective beginning five (5)
years after the effective date of this Agreement.

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<PAGE> 23
Section 15. General.

(a) Performance by Master Trustee, its Agents or Affiliates. The
Company acknowledges and authorizes that the services to be provided under
this Agreement shall be provided by the Master Trustee, its agents or
affiliates, including Fidelity Investments Institutional Operations Company or
its successor, and that certain of such services may be provided pursuant to
one or more other contractual agreements or relationships. The Master Trustee
acknowledges and agrees that it shall remain fully responsible for the
performance of all services or duties performed under this Agreement by its
affiliates.

(b) Entire Agreement. This Agreement contains all of the terms agreed
upon between the parties with respect to the subject matter hereof.

(c) Waiver. No waiver by either party of any failure or refusal to
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

(d) Successors and Assigns. The stipulations in this Agreement shall
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

(e) Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

(f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

Section 16. Governing Law.

(a) Massachusetts Law Controls. This Agreement is being made in the
Commonwealth of Massachusetts, and the Master Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.

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<PAGE> 24
(b) Which Agreement Controls. The Master Trustee is not a party to
the Plans. In the event of any conflict between the provisions of the Plans and
the provisions of this Agreement, the provisions of the Plan shall control,
provided that nothing shall increase or expand the responsibilities or duties of
the Master Trustee beyond those set forth in this Agreement without the written
consent of the Master Trustee.

Section 17. Plan Qualification. The Company shall be responsible for verifying
that while any assets of a particular Plans are held in the Master Trust, the
Plans (i) is qualified within the meaning of section 401(a) of the Code; (ii)
is permitted by existing or future rulings of the United States Treasury
Department to pool its funds in a group trust; and (iii) permits its assets to
be commingled for investment purposes with the assets of other such plans by
investing such assets in this Master Trust. If any Plan ceases to be qualified
within the meaning of section 401(a) of the Code, the Company shall notify the
Master Trustee as promptly as is reasonable. Upon receipt of such notice, the
Master Trustee shall promptly segregate and withdraw from the Master Trust, the
assets which are allocable to such disqualified Plans, and shall dispose of
such assets in the manner directed by the Company.

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

FORD MOTOR COMPANY

Attest: Stephen E. Weiner By E.S. Acton
--------------------------- ----------------------------

FIDELITY MANAGEMENT TRUST
COMPANY

Attest: Douglas O. Kant By John P. O'Reilly Jr.
--------------------------- ----------------------------
Assistant Clerk Vice President

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<PAGE> 25

Schedule "A"

RECORDKEEPING AND ADMINISTRATIVE SERVICES

Administration

* Establishment and maintenance of participant account and election
percentages.

* Maintenance of sixty-three (63) plan investment options:

"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica Commingled Pools)
7. Bond Fund (Wells Fargo Commingled Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth

"NON CORE" INVESTMENT OPTIONS (50)
<TABLE>
<S> <C> <C> <C>
1. Fidelity U.S. Investments - Government Securities Fund, L.P. 26. Scudder International Fund
2. Fidelity Investment Grade Bond Fund 27. Scudder Global Small Company Fund
3. Fidelity Global Bond Fund 28. Scudder Income Fund
4. Fidelity New Markets Income Fund 29. Scudder Global Fund
5. Fidelity Equity-Income Fund 30. Scudder International Bond Fund
6. Fidelity Puritan Fund 31. Scudder Growth and Income Fund
7. Fidelity Growth & Income Portfolio 32. Scudder Japan Fund
8. Fidelity Balanced Fund 33. Scudder Greater Europe Growth Fund
9. Fidelity Global Balanced Fund 34. T. Rowe Price High Yield Fund
10. Fidelity Utilities Fund 35. T. Rowe Price Spectrum Income Fund
11. Fidelity Real Estate Investment Portfolio 36. T. Rowe Price Spectrum Growth Fund
12. Fidelity Fund 37. T. Rowe Price New Horizons Fund
13. Fidelity Growth Company Fund 38. T. Rowe Price International Stock Fund
14. Fidelity Dividend Growth Fund 39. T. Rowe Price Latin America Fund
15. Fidelity Stock Selector 40. T. Rowe Price New Asia Fund
16. Fidelity Trend Fund 41. T. Rowe Price International Discovery Fund
17. Fidelity Small Cap Stock Fund 42. T. Rowe Price New Era Fund
18. Fidelity Capital Appreciation Fund 43. Vanguard Index 500 Fund
19. Fidelity Retirement Growth Fund 44. Vanguard Index Value Fund
20. Fidelity Value Fund 45. Vanguard Index Growth Fund
21. Fidelity International Growth and Income Fund 46. Vanguard Explorer Fund
22. Fidelity Worldwide Fund 47. Vanguard Trustees International Fund
23. Fidelity Canada Fund 48. Vanguard Life Strategy Conservative Fund
24. Fidelity Europe Fund 49. Vanguard Life Strategy Moderate Fund
25. Fidelity Pacific Basin Fund 50. Vanguard Life Strategy Growth Fund
</TABLE>

* Maintenance of nine (9) money classifications:

- Tax Efficient Matched
- Tax Efficient Unmatched
- Regular Savings Matched
- Regular Savings Unmatched

-22-
<PAGE> 26

- Match on Tax Efficient
- Match on Regular Savings
- Ford Credit Match on Tax Efficient
- Ford Credit Match on Regular Savings
- Rollover

The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and as detailed in the Plan Administrative
Manual and no others.

A) PARTICIPANT TELEPHONE SERVICES

1. Fidelity registered representatives are available from 8:30 a.m. -
12:00 midnight Eastern Time, beginning October 1, 1995, to
provide toll free telephone service for participant inquiries and
transactions. Additionally, participants have 24-hour account balance
inquiry access utilizing our automated voice response system.

2. For security purposes, all calls are recorded. In addition, several
levels of security are available including the verification of
a Personal Identification Number (PIN) and/or any other indicative data
resident on the system.

3. Through our telephone services, Fidelity provides the following
services:

- Provide mutual fund investment information.
- Allow participants to establish a new Personal Identification Number
(PIN) on Fidelity's VRS.
- Allow Ford participants to update their mailing address through a
Fidelity Phone Representative. Participants who update their address
through Fidelity will have a fifteen (15) day freeze placed on their
accounts for loan, withdrawal and distribution transactions.
- Maintain plan specific provisions.
- Process exchanges between all investment options (except class year
GICs) on a daily basis.
- Perform exchanges into Class Year Contract 1995 weekly.
- Maintain and process changes to participants' investment elections
on a daily basis.
- Maintain and process changes to participants' payroll/spillover
elections on a daily basis.
- Consult with participants in various loan scenarios and generate all
documentation.
- Process all participant loan and withdrawal requests according to
plan provisions on a daily basis. GIC withdrawals will be processed
weekly.
- Process in-service withdrawals via telephone due to certain
circumstances previously approved by Ford Motor Company.
- Process hardship withdrawals and ten-year loans via telephone
according to guidelines previously approved by Ford Motor Company.

B) PLAN ACCOUNTING

1. Process weekly, bi-monthly, and monthly consolidated payroll
contributions and loan repayments from Ford Motor Company's
payroll via electronic data transfer (EDT). The data format will be
provided by Fidelity.

2. Provide plan and participant level accounting for up to nine (9) money
classifications for the SSIP and TESPHE Plans as well as the
individual accounts maintained on FPRS.

3. Value, audit and reconcile the Plans and participant accounts daily.

4. Provide daily plan and participant level accounting for up to
sixty-three investment options, including Fidelity-managed
investment funds, Company Stock, GICs and non-Fidelity mutual funds.

-23-

<PAGE> 27

5. Reconcile and process participant withdrawal requests as approved and
directed by the Sponsor. All requests are paid based on the
current market values of participants' accounts, not advanced or
estimated values. A distribution report will accompany each check.

6. Track individual participant loans, administer all loans outstanding as
of the conversion date, process loan withdrawals, re-invest
loan repayments, provide coupon books to participants (as agreed to by
Ford and Fidelity) and prepare and deliver comprehensive reports to
assist in the administration of participant loans. Promissory notes
for existing loans will continue to be the responsibility of Ford.

7. Qualify hardship requests and ten-year loans in accordance with written
guidelines provided by Ford. Process participant hardship
requests on a daily basis (assumes receipt of request in "good order").

8. Distributions and withdrawals from the class year GIC contracts will be
processed on a weekly basis. All other withdrawals and
distributions will be processed on a daily basis. All requests will be
paid based upon the current market value of a participant's account.

9. Maintain and process changes to participants' investment elections on a
daily basis via Fidelity's toll-free telephone service.

10. Accept written processing instructions from Ford with regard to
Qualified Domestic Relations Orders. The instructions may
include freezing participant accounts, splitting account balances, and
distributing QDRO accounts.

C) PARTICIPANT REPORTING

Note: Ford Motor Company will be responsible for researching participant
inquiries on a timely basis involving activities that occurred prior to
Fidelity becoming the full-service provider.

1. Maintain all eligible employee identification data on the
recordkeeping system and automatically send out enrollment kits
to newly eligible employees (as determined by Fidelity) based upon a
data feed from Ford Motor Company Payroll.

2. Maintain all plan literature fulfillment requests on the recordkeeping
system. Automatically send out literature kits to the
appropriate employees based upon a data feed from Ford Payroll (i.e.
Termination Kits), as well as send literature kits based upon a
participant's request.

3. Mail confirmation to participants of all transactions initiated via
Fidelity Telephone Services within three (3) to five (5)
business days of the transaction.

4. Maintain a supply of blank beneficiary designation forms for
distribution to participants by means of the literature
solicitation service. John Hancock will be responsible for collection
and storage of the completed forms. The NESC will instruct Fidelity
in writing regarding beneficiary distribution requirements.

5. Prepare and distribute to each plan participant (with a balance or
activity during the period) a detailed participant statement
reflecting all activity of the participant on FPRS as of the last
business day of March, June, September and December. Statements will
be mailed four (4) times per year within approximately thirty (30)
days following the end of each calendar quarter in the absence of
unusual circumstances.

D) PLAN REPORTING

1. Prepare, reconcile and deliver a monthly Trial Balance Report for
the SSIP and TESPHE Plans presenting all money classes and investments.
This report is based on the market value as of the last business day of
the month. The report will be mailed

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<PAGE> 28
within approximately twenty (20) days following the end of each
month in the absence of unusual circumstances.

2. Provide on-line access to the Fidelity recordkeeping system
through personal computers located at Ford. This feature allows
the ability to access plan and participant level information for
inquiry purposes.

E) GOVERNMENT REPORTING

- Process 1099R year-end tax reports for participants with
balances, as well as provide financial reporting to Ford Motor Company
to assist in the preparation of Form 5500.

F) COMMUNICATION SERVICES

1. Prepare a customized communications program as outlined in
Jack Florea's letter dated May 4, 1995, as well as offer the STAGES
product line to Ford participants beginning in the fourth quarter of
1995.

2. Fidelity will maintain and monitor a reasonable inventory of
plan literature, and mail appropriate literature based upon
status code changes or instructions entered by Fidelity Phone
Representatives the Workstation or initiated by participants via
the Fidelity Voice response System (VRS). Plan literature
includes enrollment kits, termination kits, phone brochures,
prospectuses for Fidelity and Non-Fidelity mutual funds, SPD's
and beneficiary designation forms.

G) DISCRIMINATION TESTING

Perform up to four (4) discrimination tests per year for Ford.
Additional test(s) may be requested at additional fees(s). To obtain
this service, Ford Motor Company will be required to provide the
information identified in the Fidelity Discrimination Testing Package
Guidelines.

The above mentioned services will be phased in during a
transition period to Fidelity. Comerica Bank, as the terminating
trustee and recordkeeper will perform their last valuation of SSIP,
TESPHE, and BEP for the period ending 9/30/95. The transition period is
scheduled to begin on October 1, 1995 with a projected completion date
of November 1, 1995. This projection is based upon several critical
path items, one of which is the receipt of the final valuations from
Comerica Bank on October 6, 1995. Ford and Fidelity have agreed that
there will be a suspension of recordkeeping services during the
transition period except for contributions, loan repayments for SSIP,
and enrollments. It is the goal of both parties that the transition
period be as short as possible.

For further information regarding how the Ford plan will be
administered, refer to the "Ford Motor Company Plan Changes and
Recommendations" document dated as of April 10, 1995.

-25-

<PAGE> 29

Schedule "B"

FEE SCHEDULE

<TABLE>
<S> <C>
Annual Participant Fee: $5.00 per participant (with balances)*
per plan per year, billed and payable
quarterly.

Loans-by-Telephone: Establishment fee of $35.00 per loan
account; annual fee of $15.00 per loan
account.

In-Service Withdrawals by Phone: $15.00 per withdrawal.

Remote Access: $1,500 installation per terminal,
$1,000 annual maintenance per terminal,
and $3 - $5 per hour for Tymnet usage
per terminal. Fidelity will subsidize
the installation fees and annual
maintenance fee for up to four (4)
terminals. If an alternative to
obtaining remote access through
personal computers is mutually agreed
upon between Ford and Fidelity, the
subsidy may be applied to partially
offset the cost of this alternative.

Return of Excess Contribution Fee: $25.00 per participant, one-time charge
per calculation and check generation.

Ad Hoc Reports: A reasonable quantity of ad hoc reports
will be provided at no charge.
Extensive ad hoc reporting services
will be billed to Ford at the rate of
$90 per hour. In addition, significant
CPU costs associated with executing
extensive ad hoc reports will also be
billed to Ford.

Proxy Mailing: If requested, Fidelity will provide
printing, mailing and tabulation
services associated with voting and
tendering Ford Stock in the SSIP and
TESPHE Plans. Expenses associated with
these services will be billed to Ford.

Fidelity shall retain the services of a
third-party vendor to handle proxy
solicitation mailings and vote
tabulation for the non-Fidelity Mutual
Funds. Expenses associated with these
services will be billed directly to
the non-Fidelity Fund vendors.

Discrimination Testing: Fidelity will provide up to four (4)
discrimination tests per year for Ford
at a cost of $11,000. If Ford requests
or requires additional tests, Ford will
be assessed $2,750 per test. If
extraordinary consulting is provided by
Fidelity personnel, such consulting
will be provided at the rate of $100
per hour. In addition, the correction
and manipulation of plan data requested
by Ford will be charged at a rate of
$100 per hour.

</TABLE>

- - Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions or from errors not caused by Fidelity, or for reports not
contemplated in this Agreement. The Administrator may withdraw reasonable
administrative fees from the Trust by written direction to the Trustee.

-26-
<PAGE> 30
* This fee will be imposed pro rata for each calendar quarter, or any
part thereof, that it remains necessary to keep a participant's
account(s) as part of the Plans' records, e.g., vested, deferred,
forfeiture, top-heavy and terminated participants who must remain on
file through calendar year-end for 1099-R reporting purposes.

GIC Fees

Existing GIC Recordkeeping Fee: 0.02% per year on all existing
GIC assets. This fee includes
daily valuation of the Class Year
GIC contracts as well as monthly
and annual reporting.

Interest Income Fund Management Fees: 0.06% per year on assets in the
Fidelity-managed and synthetic
portion of the Fund;

0.20% per year on assets in the
Short Duration Fixed Income
portion of the Fund.

If Ford adds a second
Investment Manager to manage the
Interest Income Fund, 0.06% per
year will be assessed on the
non-Fidelity managed assets in
this fund. This fee includes
utilizing Fidelity's GUIDE system
to value, accrue, and report on
the combined Interest Income
Fund. Additional custody costs
will be incurred and charged back
to Ford if a separately managed
account is established for any
investment manager.

Company Stock Administration Fee: 0.02% on the market value of
company stock assets, subject
to a $100,000 maximum per year.

Upon Ford's direction, Fidelity
will utilize exclusively the
services of Fidelity Brokerage
Services, Inc. ("FBSI"), a
subsidiary of Fidelity Management
and Research. FBSI's standard
commission is 3.5 cents per
share. If Ford does not so
direct, Fidelity will utilize
other brokers that may charge
more or less than 3.5 cents per
share when trading Company Stock.

The fees detailed above are fixed for a five year period (October 1, 1995
through September 30, 2000) with the following exceptions:

- if more than 5% of plan assets are invested in non-core,
non-Fidelity investment options, Fidelity will revisit the fee
structure with Ford.

- Extraordinary circumstances such as acquisitions or dispositions
that have a significant impact on plan population or require
additional Fidelity resources may result in a mutual modification
of the fee structure and/or a one time "event" fee.

In approximately April of the year 2000, Fidelity and Ford will begin the
process of negotiating a new contract with the end result being a new
contract and fee structure in place by September 30, 2000.

Note: These fees have been negotiated and accepted based on plan
assets of $6.5 billion, 156,000 eligible employees, participation of
109,000 participants, projected net cash flows of $110 million

-27-

<PAGE> 31
per year, and volumes of adjustments and transactions consistent with
historical experience (as stated in the Fidelity Proposal of Service and Fees
dated September 12, 1994). Fees will be subject to revision if these Plan
characteristics change significantly by either falling below or exceeding
current or projected levels. Fees also have been based on the use of up to 63
investment options, and such fees will be subject to revision if additional
investment options are added.

-28-
<PAGE> 32
Schedule "C"

INVESTMENT OPTIONS

In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee that Participants' individual accounts may be invested in the following
investment options:

"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock
Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica
Commingled Pools)
7. Bond Fund (Wells Fargo Commingled
Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth

"NON CORE" INVESTMENT OPTIONS (50)
1. Fidelity U.S. Investments - Government Securities Fund, L.P.
2. Fidelity Investment Grade Bond Fund
3. Fidelity Global Bond Fund
4. Fidelity New Markets Income Fund
5. Fidelity Equity-Income Fund
6. Fidelity Puritan Fund
7. Fidelity Growth & Income Portfolio
8. Fidelity Balanced Fund
9. Fidelity Global Balanced Fund
10. Fidelity Utilities Fund
11. Fidelity Real Estate Investment Portfolio
12. Fidelity Fund
13. Fidelity Growth Company Fund
14. Fidelity Dividend Growth Fund
15. Fidelity Stock Selector
16. Fidelity Trend Fund
17. Fidelity Small Cap Stock Fund
18. Fidelity Capital Appreciation Fund
19. Fidelity Retirement Growth Fund
20. Fidelity Value Fund
21. Fidelity International Growth and Income Fund
22. Fidelity Worldwide Fund
23. Fidelity Canada Fund
24. Fidelity Europe Fund
25. Fidelity Pacific Basin Fund
26. Scudder International Fund
27. Scudder Global Small Company Fund
28. Scudder Income Fund
29. Scudder Global Fund
30. Scudder International Bond Fund
31. Scudder Growth and Income Fund
32. Scudder Japan Fund
33. Scudder Greater Europe Growth Fund
34. T. Rowe Price High Yield Fund
35. T. Rowe Price Spectrum Income Fund
36. T. Rowe Price Spectrum Growth Fund
37. T. Rowe Price New Horizons Fund
38. T. Rowe Price International Stock Fund
39. T. Rowe Price Latin America Fund
40. T. Rowe Price New Asia Fund
41. T. Rowe Price International Discovery Fund
42. T. Rowe Price New Era Fund
43. Vanguard Index 500 Fund
44. Vanguard Index Value Fund
45. Vanguard Index Growth Fund
46. Vanguard Explorer Fund
47. Vanguard Trustees International Fund
48. Vanguard Life Strategy Conservative Fund
49. Vanguard Life Strategy Moderate Fund
50. Vanguard Life Strategy Growth Fund

-29-
<PAGE> 33
SCHEDULE "D"

[Law Firm Letterhead]

Ms. Carolyn Redden
Fidelity Institutional Retirement
Services Company
82 Devonshire Street - ZZ4
Boston, MA 02109

[Name of Plan]

Dear Ms. Redden:

In accordance with your request, this letter sets forth our opinion
with respect to the qualified status under section 401(a) of the Internal
Revenue Code of 1986 (including amendments made by the Employee Retirement
Income Security Act of 1974)(the "Code"), of the [name of plan], as amended to
the date of this letter (the "Plans").

The material facts regarding the Plans as we understand them are as
follows. The most recent favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code was issued by the [location
of Key District] District Director of the Internal Revenue Service and was
dated [date] (copy enclosed). The version of the Plans submitted by [name of
company](the "Company") for the District Director's review in connection with
this determination letter did not contain amendments made effective as of
[date]. These amendments, among other matters, [brief description of
amendments]. [Subsequent amendments were made on [date] to amend the provisions
dealing with [brief description of amendments].]

The Company has informed us that it intends to submit the Plans to the
[location of Key District] District Director of the Internal Revenue Service
and to request from him a favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code. The Company may have to make
some modifications to the Plans at the request of the Internal Revenue Service
in order to obtain this favorabele determination letter, but we do not expect
any of these modifications to be material. The Company has informed us that it
will make these modifications.

Based on the foregoing statements of the Company and our review of the
provisions of the Plans, it is our opinion that the Internal Revenue Service
will issue a favorable determination letter as to the qualified status of the
Plans, as modified at the request of the Internal Revenue Service, under
section 401(a) of the Code, subject to the customary condition that continued
qualification of the Plans, as modified, will depend on its effect in
operation.

Futhermore, in that the assets are in part invested in common stock
issued by the Company or an affiliate, it is our opinion that the Plans is an
"eligible individual account plan" (as defined under Section 407(d)(3) of
ERISA) and that the shares of common stock of the Company held and to purchased
under the Plans are "qualifying employer securities" (as defined under Section
407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plans are
not required to be registered under the Securities Act of 1933, as amended,
or, if such registration is required, that such interests are effectively
registered under said Act.

Sincerely,

[name of law firm]
By [Signature]
[name of partner]

-30-

<PAGE> 34
Schedule "E"

EXISTING GICs

In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee to continue to hold the following Existing GICs until such time as the
Named Fiduciary directs otherwise:

-Contract Issuer: John Hancock
-Contract #: GAC 7628
-Contract Rate: 8.07%
-Maturity Date: 6/30/98

-Contract Issuer: Lehman
-Contract #: 5980310
-Contract Rate: 5.49%
-Maturity Date: 6/30/96

-Contract Issuer: Prudential
-Contract #: 5065-281
-Contract Rate: 4.94%
-Maturity Date: 6/30/97

-31-
<PAGE> 35
Schedule "F"

TELEPHONE GUIDELINES

The following telephone guidelines are currently employed by Fidelity
Institutional Retirement Services Company (FIRSCO).

Representative-assisted telephone hours are 8:30 a.m. (ET) to 12:00 midnight
(ET) on each business day. A "business day" is any day on which the New York
Stock Exchange is open. The Voice Response System (VRS) is available 24 hours a
day, seven days a week.

FIRSCO reserves the right to change these telephone guidelines at its
discretion.

I. Participants may call on any business day in order to request a loan,
withdrawal or exchange transaction. If the request is received before
4:00 p.m. (ET), it will receive that day's trade date. Calls received
after 4:00 p.m. (ET) on a business day or non-business day will be
processed on a next business-day basis.

II. RESTRICTIONS

(A) GICs

1. Loan transactions are not permitted.

2. Withdrawal transactions will be processed on a weekly basis at
each Friday's net asset value (NAV). Withdrawal requests made
after 4 p.m. ET each Friday will be processed at the following
Friday's NAV.

3. Exchanges into and out of Class Year Contracts 1993 and 1994
are not permitted.

4. Weekly exchanges into Class Year Contract 1995 are permitted
and will be processed at each Friday's NAV. Exchange requests
made after 4 p.m. ET each Friday will be processed at the
following Friday's NAV.

5. Exchanges out of Class Year Contract 1995 are not permitted.

(B) SPONSOR STOCK - Investments in the Stock Fund will consist
primarily of shares of Sponsor Stock. However, in order to
satisfy daily participant requests for exchanges, loans and
withdrawals, the Stock Fund will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in the
Sponsor Stock Fund to allow for such activity, the Trustee
will sell shares of Sponsor Stock in the open market. Exchange
and redemption transactions will be processed as soon as
proceeds from the sale of Company Stock are received.

(C) COMMON STOCK FUND AND BOND FUND - Investments in the Common
Stock and Bond Funds will consist of units in the Comerica and
Wells Fargo commingled pools respectively. However, in order
to satisfy daily participant requests for exchanges, loans and
withdrawals, these Funds will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in either
Fund to allow for such activity, the Trustee will be required
to sell shares of the "investment component" of the Fund (as
defined in Schedule K) to meet the requests. Exchange and
redemption transactions will be processed as soon as proceeds
from the sale of the investment component are received.

-32-

<PAGE> 36

SCHEDULE "G-1"

INVESTMENT GUIDELINES
FOR THE INTEREST INCOME FUND
(FIDELITY MANAGEMENT TRUST COMPANY GUIDELINES)

I. OBJECTIVE

The investment objective for the Interest Income Fund ("IIF") is to provide a
relatively high fixed-income yield with little market-related risk. Of primary
importance is the preservation of both invested principal and earned interest.
Secondary to the preservation of capital is the need to generate, over time, a
composite yield in excess of short-term yields available in the marketplace.

II. DESCRIPTION OF THE INTEREST INCOME FUND

The IIF is a diversified book value fund comprised of the following investments
types (described below in more detail): Guaranteed Investment Contracts
("GICs"), individual fixed-income securities, and units in commingled pools
managed by Fidelity Management Trust Company in its capacity as Investment
Manager (hereafter "FMTC"). The IIF will also be invested in a Short-Term
Investment Fund ("STIF") for liquidity purposes.

In conjunction with the investment types described above, FMTC shall purchase
constant-duration synthetic contracts (hereafter "synthetic contracts") to
ensure that the IIF is fully benefit-responsive and accounted for at
book-value. The IIF will be divided among these synthetic contracts on a
pro-rata basis and the contracts will provide a fixed rate of return each
calendar year.

FMTC shall invest the IIF within the ranges indicated below, realizing that
such allocations will be achieved over a reasonable time period:

GICs 0% to 25%
Individual fixed-income securities 25% to 50%
Commingled Pool Units * 48% to 52%
STIF 1% to 3%

* If greater than 50% of the IIF is invested in commingled pool units, then
FMTC shall not purchase additional units until the amount invested falls
below 50%. If the commingled pool units exceed 52%, then the FMTC shall
periodically rebalance the IIF by selling the excess over 52% at fair market
value. The proceeds of such sale will be reinvested in GICs, individual
fixed-income securities or STIF.

III. PERMISSIBLE INVESTMENTS AND LIMITATIONS

A. GICS

GICs are book-value, benefit-responsive investment contracts issued by
insurance companies, banks and other institutions that guarantee the payback of
principal at full book value. GICs are unsecured agreements backed by the
assets of the issuer. The three types of permissible GICs are:

1. Standard GICs: invested principal and earned interest are guaranteed
for the full term of investment.

2. Indexed and/or Structured GICs: interest and maturity may be adjusted
periodically according to a published index.

3. Participating GICs: interest adjusted periodically to reflect the
performance of an underlying portfolio of assets in the general
account of the issuer.

-33-

<PAGE> 37
Credit Limitations

GICs for the IIF will be limited to those issuers whose creditworthiness has
been approved by the FMTC at the time of purchase. Such approval will be given
only to those issuers having substantial asset basis and adequate surplus
assets to assure financial strength under adverse conditions. A copy of the
current FMTC credit standards is available upon request.

Diversification

FMTC will seek to diversify holdings among issuers and investment types to
avoid unwise concentrations of risk. Investment exposure to any single GIC
issuer shall not exceed 2.5% of the IIF assets managed by FMTC. FMTC's
dynamic diversification guidelines utilize multiple categories of issuers rated
as to maturity limits, percentage of client's portfolio and percentage of
issuer's surplus or net worth. A copy of the current FMTC diversification
standards is available upon request.

B. SECURITIES

1. Individual Fixed-Income Securities

FMTC will invest in high quality individual fixed-income securities for the
IIF. Such securities will be owned directly by the Plan, and the Plan assumes
default risk on the security. The minimum credit quaility of any security at the
time of purchase will be "AA-" by at least one of the major rating agencies.
The expected final maturity of any security purchased shall not exceed seven
years.

Below is a list including, but not limited to, the securities types which may
be purchased for the IIF:

- Asset-backed securities
- Collateralized Mortgage Obligations (CMOs)
- Commercial Paper rated A1/P1 or higher
- Corporate Notes and Bonds
- Mortgage-backed Securities
- U.S. Government Agencies
- U.S. Treasury Securities

Except for U.S. Treasuries, U.S. Government Agency, and U.S. Government
sponsored issuers, investment exposure to any single issuer shall not exceed
2.5% of the IIF assets managed by FMTC.

FMTC may also invest in ARMs, Treasury Bills, Notes, and Bonds, (including
Treasury STRIPS), U.S. Agency mortgage-backed securities, excluding IO's and
PO's, Inverse Floaters, Super Floaters, residuals, structured notes, futures
and options. Any exception to the above exclusions shall not be permitted
unless agreed to in writing by the wrap issuer, the Investment Manager.

2. Commingled pool Units

Initially, the IIF will be invested in units of the Fidelity Short
Duration/Diversified Collective Trust according to the Investment Guidelines
referred to in Schedule I-2.

FMTC may invest in other commingled pool units provided these Investment
Guidelines are amended accordingly.

C. STIF

To assure sufficient liquidity for the IIF, FMTC will invest in money market
portfolios, including commingled pools and mutual funds, offered by FMTC or
its affiliates.

-34-

<PAGE> 38
D. CONSTANT DURATION SYNTHETIC AGREEMENTS

FMTC will purchase synthetic contracts for all of the investment types
described above. Such contracts do not guarantee the underlying investments
(described in A and B above) purchased on behalf of the Plan. FMTC will
purchase such synthetic contracts from third party issuers (usually an
insurance company, bank, or brokerage firm) approved by FMTC at the time of
purchase.

IV. WITHDRAWAL HIERARCHY FOR BENEFIT PAYMENTS

The withdrawal hierarchy for benefit payments from the IIF shall be as follows:
(1) STIF, (2) Commingled pool units, (3) individual fixed-income securities,
and (4) GICs.

-35-
<PAGE> 39
SCHEDULE "G-2"

INVESTMENT GUIDELINES FOR THE
FIDELITY SHORT DURATION/DIVERSIFIED COLLECTIVE TRUST

The Fidelity Short Duration/Diversified Collective Trust seeks to add
incremental return above a selected benchmark (either a published index or a
customized benchmark) while matching the benchmark in terms of duration and
risk parameters. The Sponsor acknowledges that it has received a copy of the
terms of the Fidelity Group Trust and terms of the Declaration of Separate Fund
for the Short Duration/Diversified Collective Trust.

-36-

<PAGE> 1
Exhibit 4.E

[JOHN HANCOCK LOGO]

John Hancock Place, P.O. Box 111, Boston, MA 02117

----------------------------------------------------------
CONTRACT HOLDER: COMERICA BANK AS TRUSTEE OF
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES, FORD
MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES AND FORD CREDIT
SAVINGS PLAN

EFFECTIVE DATE: NOVEMBER 15, 1994

GROUP ANNUITY CONTRACT NUMBER: 7628 GAC
----------------------------------------------------------

The Contract is issued in consideration of the Application and
payment of Contributions by the Contract Holder.

The Contract is delivered in and is subject to the laws of the
State of Michigan.

This page, the Application, the Confirmation Letter, and the
following pages constitute the entire Contract which is agreed
to by the Contract Holder and the John Hancock.

Signed for the John Hancock at Boston, Massachusetts

Bruce Skrine William L. Boyan
Secretary President

Countersigned by Jeanne M. Quinn on July 5, 1995
-----------------
Registrar

Modified Term Accumulation Guarantee Fund
Nonparticipating / Unallocated
Guaranteed Benefit Sub Account
Plan Reference

MI 1 MTA 7628 GAC [CORPORATE SEAL]
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
I. CONTRACT SPECIFICATIONS ..................................... 1

II. FUND PROVISIONS

A. Contributions ............................................ 3
B. Interest ................................................. 3
C. Expenses ................................................. 4
D. Participant Withdrawals .................................. 4
E. Scheduled Repayment of the Fund .......................... 5
F. Unscheduled Transfers .................................... 6

III. GENERAL PROVISIONS

A. Annuities ................................................ 7
B. Assignment of Contract ................................... 7
C. Information to be Furnished .............................. 8
D. Modification of Contract ................................. 8
E. Guaranteed Benefit Sub Account ........................... 8
F. Nonwaiver of Contract Provisions ......................... 8
G. Termination of Contract .................................. 8
H. Severability ............................................. 8
I. Miscellaneous ............................................ 8

IV. CONTRACTUAL TERMS ........................................... 9

APPLICATION FOR GROUP ANNUITY CONTRACT

</TABLE>

<PAGE> 3
I. CONTRACT SPECIFICATIONS

CONTRACT HOLDER: Comerica Bank as Trustee of Ford Motor Company
Savings and Stock Investment Plan for Salaried
Employees, Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees and Ford
Credit Savings Plan

PLAN: Ford Motor Company Savings and Stock
Investment Plan for Salaried Employees,

Ford Motor Company Tax-Efficient Savings Plan
for Hourly Employees,

Ford Credit Savings Plan

EMPLOYER: Ford Motor Company

CONTRIBUTION PERIOD: January 1, 1995 to December 31, 1995

CONTRIBUTIONS AND INVESTMENT
OPTION TRANSFER PROVISIONS: 100% of Participant directed contributions to
the Income Fund will be paid to the John
Hancock on a monthly basis for activity
beginning on January 1, 1995 and ending on
December 31, 1995.

Assets in the Income Fund cannot be transferred
to other Investment Options until Contract
maturity. During the Contribution Period,
assets from other Investment Options can be
transferred into the Income Fund monthly and
weekly commencing on November 1, 1995.

If total Contributions, less withdrawals,
exceed $400,000,000, the window will close
immediately and any excess will be returned to
the Contract Holder by the end of the month in
which such excess is received.

Notwithstanding the above, company
contributions cannot be transferred out of Ford
Stock for two years following the year of
contribution.

<PAGE> 4
I. CONTRACT SPECIFICATIONS - CONTINUED

NET GUARANTEED
INTEREST RATE: 8.07% - effective annual rate.

INVESTMENT OPTIONS: Ford Stock
Income Fund
Current Interest Fund
Interest Income Fund established November 1,
1995
Various other non-competing funds

GUARANTEE
EXPIRATION DATE: June 30, 1998

REPAYMENT SCHEDULE: Repayment of the Fund will be in a lump sum on
the Guarantee Expiration Date.

<PAGE> 5

II. FUND PROVISIONS

A. CONTRIBUTIONS

Contributions will be paid to the John Hancock as indicated in the
Contract Specifications. Each recurring Contribution is due and payable
to the John Hancock within thirty days after its receipt by the Contract
Holder.

The following will not be considered to be Contributions under the
Contract and shall be returned, unless mutually agreed upon by the
Contract Holder and the John Hancock:

1. any amounts received in excess of the Contributions or prior to
the date(s) indicated in the Contract Specifications; or

2. any amounts received as a result of a material change in the
operation of the Plan, by amendment or practice exclusive of the
proposed Plan amendments stated in the Ford Motor Company bid
specifications dated October 24, 1994, and the Interest Income
Fund established November 1, 1995; or

3. any amounts received after the Contract Holder or Employer fails
to provide the John Hancock with a requested copy of a
Participant Communication or resulting from a Participant
Communication which the John Hancock determines is designed to
influence Participants to transfer funds into the Contract; or

4. any amounts received as a result of a merger or acquisition by
the Employer; or

5. any amounts received from the liquidation of Employer stock in
connection with an offer to acquire, or acquisition of, any
equity interest of the Employer, resulting in Participant
transfers into the Income Fund during the Contribution Period.

The Contract Holder may discontinue Contributions at any time. In such
event, the Contract Holder will be liable to the John Hancock for
investment losses, if any, the John Hancock may incur as a result of
nonpayment of any Contributions. The amount of the investment losses
will be determined in accordance with uniform procedures established by
the John Hancock for contracts of this class as described in the
Confirmation Letter. A statement of the applicable procedures will be
provided to the Contract Holder upon request.

B. INTEREST

From the date of deposit to the day preceding the Guarantee Expiration
Date, the John Hancock will credit the daily equivalent of the Net
Guaranteed Interest Rate on the ending balance in the Fund each day,
including any Contributions, less any transfers and withdrawals.

3
<PAGE> 6

II. FUND PROVISIONS - CONTINUED

C. EXPENSES

The John Hancock will bill the Contract Holder for any special Services
performed under the Contract. Such special Services must be requested
by the Contract Holder in writing. If the expense charge is not paid
within thirty-one days of the date of billing, it will be deducted from
the Fund.

If a scheduled or unscheduled transfer is made, any outstanding expenses
which have been billed to the Contract Holder will be deducted from the
amount to be transferred.

D. PARTICIPANT WITHDRAWALS

The Contract may be utilized to pay Participant withdrawals. When the
Contract Holder requests in writing a withdrawal from the Fund, the John
Hancock will transfer the amount to the Contract Holder, subject to the
following:

1. The transfer will be made within two business
days of receipt of written notice or on the date
specified in the notice, if later. However, the John
Hancock may take up to ten business days for multiple
payments and thirty business days for payment to
individual Participants.

2. Withdrawals will be made on behalf of a Participant on a
book value basis from the class year contract in the
Income Fund as selected by the Participant in accordance
with the Plan.

If, however, a Participant elects to withdraw any portion of his
Participant's Account as a result of any of the events listed below, the
withdrawal will be considered to be initiated by the Contract Holder.
If the withdrawal will adversely affect the John Hancock's financial
experience under the Contract, the John Hancock reserves the right to
apply a transfer adjustment factor, determined in accordance with the
Unscheduled Transfers section, to the amount to be transferred.

4
<PAGE> 7

II. FUND PROVISIONS - CONTINUED

3. The withdrawal is a result of a Participant
Communication, which in the reasonable judgment of the
John Hancock and the Contract Holder is designed to
induce Participants to make a withdrawal from the Fund,
or the withdrawal occurs after the Contract Holder or
Employer fails to provide the John Hancock with a
requested copy of a Participant Communication.

4. An additional investment option has been established or
the investment policy of an Investment Option has been
modified without the written consent of the John Hancock,
exclusive of the proposed Plan amendments stated in the
Ford Motor Company bid specifications dated October 24,
1994, and the Interest Income Fund established November
1, 1995.

5. A new pension plan has been established by the Employer
covering Participants in the Plan.

6. The operation of the Plan or any other pension plan of
the Employer has been materially changed, by amendment or
practice, except as stated in paragraph 8. below, that
has a material impact on withdrawals from this Contract
as determined by the John Hancock.

7. The withdrawal is due to a Contract Holder or Employer
action which results in the transfer of Participants'
Accounts. Actions include, but are not limited to, a
merger, sale, spinoff, early retirement incentive,
facility relocation, voluntary layoff (involving
severance incentives), or a Plan termination which is not
the result of financial hardship, such as a court ordered
liquidation under applicable bankruptcy or insolvency
statutes, except as stated in paragraph 8. below.

8. A one-time 10% book value corridor over the life of the
Contract will remain in effect for plant shutdowns, early
retirement programs, unanticipated plan amendments and
group layoffs. Any requests exceeding the 10% book value
corridor will be made subject to the lesser of book value
or the John Hancock transfer adjustment formula.

If a clone contract is mutually agreed to by the
Contract Holder and the John Hancock, the transfer to
create the clone will be at book value.

E. SCHEDULED REPAYMENT OF THE FUND

The John Hancock will transfer the balance in the Fund to the Contract
Holder in a single sum on the Guarantee Expiration Date, unless prior to
such date the John Hancock has received written notice by the Contract
Holder that the balance in the Fund is to be transferred to another
insurance company, trustee or a new group annuity contract to be issued
by the John Hancock.

5
<PAGE> 8

II. FUND PROVISIONS - CONTINUED

If the Guarantee Expiration Date falls on a nonbusiness day, the
transfer of the Fund will be made on the business day preceding such
date, with interest and any applicable expenses adjusted accordingly.

F. UNSCHEDULED TRANSFERS

The Contract Holder may request an unscheduled transfer from the Fund in
the event of a sale or spinoff of a group covered under the Plan when a
clone contract cannot be arranged to the satisfaction of the Contract
Holder and the John Hancock, or in the event that the operation of the
Plan has significantly changed, as reasonably determined by the John
Hancock and the Contract Holder, exclusive of the proposed Plan
amendments stated in the Ford Motor Company bid specifications dated
October 24, 1994, and the Interest Income Fund established November 1,
1995. A request for a transfer for any other reason will be subject to
the consent of the John Hancock and at terms mutually agreed upon
between the Contract Holder and the John Hancock.

The transferable balance is an amount equal to the balance in the Fund,
or such lesser amount as may be requested, to be transferred on the
transfer date, multiplied by a transfer adjustment factor. Any
outstanding expenses which have been billed to the Contract Holder will
reduce the balance in the Fund prior to the deduction of the transfer
adjustment. A statement of the applicable procedures to determine the
transfer adjustment factor will be furnished to the Contract Holder upon
request.

The transfer date will be the business day specified as the transfer
date by the Contract Holder in a written notice, provided it is not less
than ninety days after receipt of such notice by the John Hancock.

6
<PAGE> 9

III. GENERAL PROVISIONS

A. ANNUITIES

The Contract Holder has the option to purchase annuities for
Participants in the Plan who have retired. Any annuities to be
purchased under the Contract will be established in accordance with
current procedures of John Hancock for group annuity contracts of this
class and may be in any form which is then being offered under contracts
of this class.

The rates applicable to purchase immediate annuities will be furnished
by the John Hancock to the Contract Holder upon request. The John
Hancock reserves the right to change the purchase rates for annuities at
any time.

The rates applicable to the purchase of immediate annuities for
Participants will not be less favorable than rates based on the
following assumptions:

Mortality: The 1983 Group Annuity Mortality Table projected to
the calendar year of purchase using Projection Scale
H, with a six year age setback

Interest: Age 50 and up - 3.00%

Loading: 1.5% of gross premium, plus any applicable state
premium tax

Per Life
Charge: $500 for each Participant for whom an annuity is
purchased

The John Hancock retains the right to limit the total amount of
annuities which may be purchased under the Contract to that portion of
the annuity represented by the ratio of the Participant's Account to the
total value of the interest of the Participant under the Plan.

If it is discovered that the age, sex, or any other relevant fact with
respect to a Participant is erroneous, an adjustment will be made in the
amounts withdrawn from the Fund on account of such Participant or in the
annuities payable by the John Hancock on account of such Participant, or
both. The John Hancock will not be liable to pay any greater annuity
with respect to any payee than that which would be payable on the basis
of the correct information and the actual amounts withdrawn from the
Fund.

B. ASSIGNMENT OF CONTRACT

The Contract will not be assigned without the mutual written
consent of the Contract Holder and the John Hancock.

7
<PAGE> 10

III. GENERAL PROVISIONS - CONTINUED

C. INFORMATION TO BE FURNISHED

The Contract Holder will provide or permit the John Hancock to obtain
all financial statements and information which may reasonably be
required in the administration of the Contract. The John Hancock has
the right to rely upon such information and to act for the purposes of
the Contract on the basis of such information. Where financial
information is not certified by an independent accounting firm, the
Contract Holder will permit the John Hancock, or its authorized
representatives, at the John Hancock's expense, to inspect the
statements, books and records of the Contract Holder relating to the
Contract.

D. MODIFICATION OF CONTRACT

The Contract may be modified at any time by written agreement between
the Contract Holder and the John Hancock. Only the President, a Vice
President, the Secretary, or an Assistant Secretary of the John Hancock
has authority on behalf of the John Hancock to modify or waive any of
the provisions of the Contract.

E. GUARANTEED BENEFIT SUB ACCOUNT

The Guaranteed Benefit Sub Account is a pooled segment of John Hancock's
General Investment Account under which guarantees of benefits or
contract values are made. All monies under the Contract will be part of
the general corporate funds of the John Hancock and will be assigned for
investment purposes to the Guaranteed Benefit Sub Account.

F. NONWAIVER OF CONTRACT PROVISIONS

The failure of the Contract Holder or the John Hancock to perform or to
insist upon the strict performance of any provision of the Contract will
not constitute a waiver on the part of the Contract Holder or the John
Hancock of its right to perform or to require the performance of such
provision.

G. TERMINATION OF CONTRACT

The Contract will terminate upon John Hancock's fulfillment of all its
duties and obligations arising under the Contract.

H. SEVERABILITY

Should one or more provisions of the Contract be held by any court to be
invalid, void or unenforceable, the remaining provisions will continue
in full force.

I. MISCELLANEOUS

All sums payable by the John Hancock will be payable from its Home
Office in Boston, Massachusetts.

8
<PAGE> 11

IV. CONTRACTUAL TERMS

Contractual Terms as they are used or referenced in the Contract:

CONTRACT HOLDER Contract Holder means the Contract Holder referenced in the
Contract Specifications and any successor Trustee. The
Contract Holder will act on behalf of the Employer in any
matter pertaining to the Contract and each such act will be
binding on the Employer, providing such act complies with the
provisions of the Plan.

The Contract Holder will not be considered an agent of the
John Hancock for any purpose under the Contract.

EMPLOYER Employer includes each of its subsidiary, affiliated or
associated companies which adopt the Plan prior to the
Effective Date of the Contract.

Any entity adopting the Plan on or subsequent to the
Effective Date of the Contract will not be considered covered
under the Contract without the written consent of the John
Hancock.

FUND Fund means the Modified Term Accumulation Guarantee Fund to
which Contributions are credited and accumulated and which is
adjusted by additions or withdrawals made in accordance with
the Contract.

PARTICIPANT Participant means any active, terminated, or retired
employee or the survivor or beneficiary of such
employee who has an interest in the Plan.

PARTICIPANT Participant Communication means any communication
COMMUNICATION concerning investment election under the Plan which
is prepared for delivery to Participants.

Participant Communications which will induce
Participants to transfer all or part of their
accounts into or out of the Contract will not
be delivered to Participants by the Contract
Holder or the Employer.

Upon request by the John Hancock, the Contract Holder or
Employer agrees to furnish a copy of any Participant
Communication within ten business days.

Upon request, the John Hancock will review any proposed
Participant Communication.

9
<PAGE> 12
IV. CONTRACTUAL TERMS - CONTINUED

PARTICIPANT'S Participant's Account means the contributions under
ACCOUNT the Plan made in the Participant's behalf which have
been credited to the Fund, together with credited earnings.

PLAN Plan refers to the Plan as it is constituted on the Effective
Date of the Contract.

The John Hancock will be notified of any Plan amendment or
deviation to the Ford Motor Company bid specifications dated
October 24, 1994, as soon as practicable. If any Plan
amendment or bid specification deviation has a material or
adverse affect on the John Hancock's financial experience
under the Contract, both parties will negotiate in good faith
to avoid any financial loss to the John Hancock. The
determination will be made within ten business days of
receipt of the proposed amendment by the John Hancock at its
Home Office.

SERVICES Services covered under the Contract include:

- Installation
- Contract drafting
- General accounting services
- Monthly fund statements
- Annuity purchase facility
- An aggregate total of 52 Fund transactions, deposits and
withdrawals, during a calendar year; prorated if the
Contract is in effect for less than twelve months.
Additional transactions will be considered a special
service, unless a pricing adjustment has been made.

Examples of special services, subject to additional
expense charges, are, but will not be limited to:
- Maintenance of Participant records
- Lump sum payment to individual Plan Participants

WRITTEN NOTICE The phrase "written notice" means, unless otherwise stated, a
written notice received at the Home Office of the John Hancock
in Boston, Massachusetts.

10
<PAGE> 13

APPLICATION FOR GROUP ANNUITY CONTRACT
TO BE ISSUED BY THE
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY

Comerica Bank as Trustee of Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees, Ford Motor Company Tax-Efficient Savings Plan
for Hourly Employees and Ford Credit Savings Plan makes application to the John
Hancock Mutual Life Insurance Company ("the John Hancock") for a group annuity
contract ("the Contract"), subject to the following:

It is agreed that this Application will be attached to and made a part
of the Contract, and that said Contract will become effective as of
November 15, 1994, the date Ford Motor Company accepted John Hancock's
proposal.

The Contract Holder represents that the bid specifications dated
October 24, 1994, provided by Ford Motor Company, conform to and
accurately represent the terms and provisions of the Plan. Any variance
in the terms of the Plan from such specifications will be ineffective
for purposes of the Contract without the express written consent of the
John Hancock.

________ is hereby designated as the ___________ to receive any commissions
payable by the Contract Holder on the Contract issued on this Application,
provided that he is duly licensed as required by law. The Contract Holder
authorizes the John Hancock to pay from the Fund any commission payable to the
__________.

COMERICA BANK AS TRUSTEE OF FORD MOTOR COMPANY
SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED
EMPLOYEES, FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES AND FORD CREDIT SAVINGS PLAN

By: JA McIntosh
-----------------
James A. McINTOSH

Title FIRST VICE PRESIDENT
--------------------
Date 6-8-95
---------------------

<PAGE> 1
Exhibit 5.A

(FORD MOTOR COMPANY LETTERHEAD)

November 27, 1995

Ford Motor Company
The American Road
Dearborn, Michigan 48121

Ladies and Gentlemen:

This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 4,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan
for Hourly Employees (the "Plan").

As an Assistant Secretary and Counsel of the Company, I am familiar
with the Certificate of Incorporation and the By-Laws of the Company and with
its affairs, including the actions taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.

Based upon the foregoing, it is my opinion that:

(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.

(2) All necessary corporate proceedings have been taken to authorize
the issuance of the shares of Common Stock being registered under the
Registration Statement, and all such shares of Common Stock acquired by
Fidelity Management Trust Company, as trustee under the Master Trust Agreement
dated as of September 30, 1995 relating to the Plan (the "Master Trust
Agreement") and as trustee under the Plan, in accordance with the Master Trust
Agreement and the Plan will be legally issued, fully paid and

<PAGE> 2
-2-

non-assessable when the Registration Statement shall have become effective and
the Company shall have received therefor the consideration provided in the Plan
(but not less than the par value thereof).

I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.

Very truly yours,

/s/Thomas J. DeZure

Thomas J. DeZure
Assistant Secretary and
Counsel

<PAGE> 1
EXHIBIT 15
[COOPERS & LYBRAND LETTERHEAD]

Ford Motor Company
The American Road
Dearborn, Michigan

Re: Ford Motor Company Registration Statements Nos. 33-61107, 33-58255,
33-54737, 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 on Form S-8

We are aware that our reports dated April 19, 1995, July 19, 1995 and October
18, 1995 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1995 and 1994, June
30, 1995 and 1994, and September 30, 1995 and 1994, and included in the Ford
Motor Company Quarterly Reports on Form 10-Q for the quarters ended ended March
31, 1995, June 30, 1995, and September 30, 1995, respectively, are incorporated
by reference in the above Registration Statements. Pursuant to Rule 436(c)
under the Securities Act of 1933, this report should not be considered a part
of the Registration Statements prepared or certified by us within the meaning
of Sections 7 and 11 of the Act.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

400 Renaissance Center
Detroit, Michigan 48243
November 27, 1995

<PAGE> 1
EXIBIT 23
[COOPERS & LYBRAND LETTHEAD]

Ford Motor Company
The American Road
Dearborn, Michigan

CONSENT OF COOPERS & LYBRAND L.L.P.

Re: Ford Motor Company Registration Statements Nos. 33-61107, 33-58255,
33-54737, 33-54283, 33-50238, 33-36043, 33-19036 and 2-95018 on Form S-8

We consent to the incorporation by reference in the above Registration
Statements of our report dated January 27, 1995 on our audits of the
consolidated financial statements of Ford Motor Company at December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992, which
report is included in, or incorporated by reference in, Ford's 1994 Annual
Report on Form 10-K.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

400 Renaissance Center
Detroit, Michigan 48243
November 27, 1995

<PAGE> 1

Exhibit 24.B

POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK OF FORD MOTOR COMPANY FOR ISSUANCE
UNDER DIVIDEND REINVESTMENT PLANS AND EMPLOYEE STOCK PLANS

The undersigned, the Director of Accounting and the principal accounting
officer of FORD MOTOR COMPANY, appoints each of J. M. Devine, D. N. McCammon,
M. S. Macdonald, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S.
Lamping and P. J. Sherry, Jr. his or her true and lawful attorney and agent to
do any and all acts and things and execute any and all instruments which the
attorney and agent may deem necessary or advisable in order to enable FORD
MOTOR COMPANY and its subsidiaries to comply with the Securities Act of 1933,
as amended, and any requirements of the Securities and Exchange Commission (the
"Commission"), in respect thereof, in connection with Registration Statements
and any and all amendments thereto relating to the issuance of Common Stock
under (i) the Dividend Reinvestment and Stock Purchase Plan of Ford Motor
Company and Ford Holdings, Inc. and any other dividend reinvestment and stock
purchase plans of FORD MOTOR COMPANY and (ii) the Ford Motor Company Savings
and Stock Investment Plan for Salaried Employees, the Ford Motor Company
Tax-Efficient Savings Plan for Hourly Employees, the Ford Credit Savings Plan,
the Associates First Capital Corporation Retirement Savings and Profit Sharing
Plan, the Ford Microelectronics, Inc. Salaried Retirement Savings Plan, the
Primus Automotive Financial Services, Inc. Prime Account, the Ford Motor
Company 1985 Stock Option Plan, the Ford Motor Company 1990 Long-Term Incentive
Plan, the Ford Motor Company Supplemental Compensation Plan and such other
employee stock plans as may be adopted by FORD MOTOR COMPANY or any of its
subsidiaries, as authorized at a meeting of the Board of Directors of FORD
MOTOR COMPANY held on April 13, 1995, including but not limited to, power and
authority to sign his name (whether on behalf of FORD MOTOR COMPANY, or
otherwise) to such Registration Statements and any amendments thereto and to
file them with the Securities and Exchange Commission. The undersigned
ratifies and confirms all that any of the attorneys and agents shall do or
cause to be done by virtue hereof. Any one of the attorneys and agents shall
have, and may exercise, all the powers conferred by this instrument.

The undersigned has signed his name as of the 20th day of November,
1995.

/s/ Daniel R. Coulson
----------------------
Daniel R. Coulson