Registration No. 33-54304
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 38-0549190
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
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(Address of principal executive offices) (Zip Code)
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FORD CREDIT SAVINGS PLAN
(Full title of the Plan)
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J. M. RINTAMAKI, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
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(Name, address and telephone number, including area code, of agent for service)
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<PAGE>
FORD CREDIT SAVINGS PLAN
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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 Statement:
(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. 2-50792 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 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides
as follows:
145. Indemnification of officers, directors, employees and
agents; insurance
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to
such action, suit or proceeding,even though less than a quorum,
or (2) if such there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or
(3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as
a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person.
Item 8. Exhibits.
Exhibit 4(A)* - Summary plan description of the Ford Credit
Savings Plan.
Exhibit 4(B) - Summary description of the Ford Credit Savings
Plan Supplement.
Exhibit 4(C) - Trust Agreement dated as of June 30, 1993
between Ford Motor Credit Company and Fidelity
Institutional Retiree Services Company, as
Trustee.
Exhibit 4(D) - First Amendment to Trust Agreement dated as of
January 1, 1994 between Ford Motor Credit
Company and Fidelity Institutional Retiree
Services Company, as Trustee.
Exhibit 4(E) - Second Amendment to Trust Agreement dated as of
January 1, 1994 between Ford Motor Credit
Company and Fidelity Institutional Retiree
Services Company, as Trustee.
Exhibit 5(A)* - Opinion of J. M. Rintamaki, an Assistant
Secretary and Assistant General Counsel of Ford
Motor Company, with respect to the legality of
the securities being registered hereunder.
Exhibit 5(B)* - Opinion of William J. Rooney, an Associate
Counsel of Ford Motor Company, with respect to
compliance requirements of the Employee
Retirement Income Security Act of 1974.
Exhibit 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim
financial information.
Exhibit 23 - Consent of Independent Certified Public
Accountants.
Exhibit 24(A)* - Powers of Attorney authorizing signature.
Exhibit 24(B) - Powers of Attorney authorizing signature.
Filed as Exhibit 24.1 to Registration Statement
No. 33-58785 and incorporated herein by
reference.
Exhibit 24(C)* - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney.
Exhibit 24(D) - 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.
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* Previously filed as an Exhibit to this Registration Statement on
November 6, 1992.
<PAGE>
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 31st day of May, 1995.
FORD CREDIT SAVINGS PLAN
By:/s/Ronald A. Konst
----------------------
Ronald A. Konst, Committee Member
Ford Credit Savings Plan Committee
<PAGE>
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 31st day of May, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer)
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(Alex Trotman)
Colby H. Chandler* Director
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(Colby H. Chandler)
Michael D. Dingman* Director May 31, 1995
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(Michael D. Dingman)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company
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(Edsel B. Ford II)
Director and Chairman
William Clay Ford* of the Finance Committee
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(William Clay Ford)
<PAGE>
Signature Title Date
William Clay Ford, Jr.* Director
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(William Clay Ford, Jr.)
Roberto C. Goizueta* Director
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(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director
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(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
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(Marie-Josee Kravis)
Drew Lewis* Director
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(Drew Lewis)
Ellen R. Marram* Director May 31, 1995
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(Ellen R. Marram)
Kenneth H. Olsen* Director
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(Kenneth H. Olsen)
Carl E. Reichardt* Director
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(Carl E. Reichardt)
Director and Vice Chairman
Louis R. Ross* and Chief Technical Officer
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(Louis R. Ross)
<PAGE>
Signature Title Date
Clifton R. Wharton, Jr.* Director
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(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer)
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(John M. Devine) May 31, 1995
Vice President--Controller
Murray L. Reichenstein* (principal accounting officer)
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(Murray L. Reichenstein)
*By: /s/K. S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<capiton>
Sequential Page
at Which Found
or Incorporated
by Reference)
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<S> <C> <C>
Exhibit 4(A)* Summary plan description of the Ford Credit
Savings Plan.
Exhibit 4(B) Summary description of the Ford Credit
Savings Plan Supplement.
Exhibit 4(C) Trust Agreement dated as of June 30, 1993
between Ford Motor Credit Company and Fidelity
Institutional Retiree Services Company, as Trustee.
Exhibit 4(D) First Amendment to Trust Agreement dated as of
January 1, 1994 between Ford Motor Credit Company
and Fidelity Institutional Retiree Services Company,
as Trustee.
Exhibit 4(E) Second Amendment to Trust Agreement dated as of
January 1, 1994 between Ford Motor Credit Company
and Fidelity Institutional Retiree Services Company,
as Trustee.
Exhibit 5(A)* Opinion of J. M. Rintamaki, an Assistant Secretary
and Assistant General Counsel of Ford Motor Company,
with respect to the legality of the securities being
registered hereunder.
Exhibit 5(B)* Opinion of William J. Rooney, an Associate Counsel
of Ford Motor Company, with respect to compliance
requirements of the Employee Retirement Income Security
Act of 1974.
Exhibit 15 Letter from Independent Certified Public Accountants
regarding unaudited interim financial information.
Exhibit 23 Consent of Independent Certified Public Accountants.
Exhibit 24(A)* Powers of Attorney authorizing signature.
Exhibit 24(B) Powers of Attorney authorizing signature. Filed
as Exhibit 24.1 to Registration Statement No.
33-58785 and incorporated herein by reference.
Exhibit 24(C)* Certified resolutions of Board of Directors
authorizing signature pursuant to a power of attorney.
Exhibit 24(D) 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.
</TABLE>
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* Previously filed as an Exhibit to this Registration Statement on
November 6, 1992.
s-8.ed
PLAN SUMMARY
FORD CREDIT SAVINGS PLAN SUPPLEMENT
Effective Date: July 1, 1993
Type of Plan: Non-qualified, unfunded supplemental
benefit plan intended to permit
participants to receive the full Company
match available under the Ford Credit
Savings Plan.
Funding: As an unfunded plan, payments to
participants are made from the general
assets of Ford Credit.
Plan Administration: Ford Credit has created a Ford Credit
Savings Plan Committee (the Committee), all
the members and alternate members of which
are employees of the company. The members
of the Committee and the alternate members
receive no additional compensation for
Committee services as members or alternate
members. Except for nondelegable
functions, the Committee administers the
Ford Credit Savings Plan Supplement,
interprets its provisions and prescribes
regulations and forms in connection
therewith. The Committee's interpretations
of the provisions of the Savings Plan
Supplement are final and conclusive.
Record Keeper: Fidelity Institutional Retirement Services
Company.
Participation: All full-time United States and foreign
service employees of Ford Credit defined by
the IRS as highly compensated.
Participation in the Savings Plan
Supplement is automatic for Ford Credit
employees who participate in the Ford
Credit Deferred Compensation Plan.
Contributions: The difference, if any, between the 8% of
your base salary (necessary under the Ford
Credit Savings Plan to obtain the full
Company match) and your combined before-tax
and after-tax Savings Plan contributions,
capped by the IRS limits on contributions
permitted by highly compensated employees.
Rate of Return: Participants have the option of selecting
from among the ten following Fidelity
investment options:
- Ford Stock Fund
- Fidelity Retirement Money Market
Portfolio
- Fidelity Intermediate Bond Fund
- Fidelity U.S. Equity Index Portfolio
- Fidelity Growth Company Fund
- Fidelity Magellan Fund
- Fidelity Overseas Fund
- Fidelity Asset Manager
- Fidelity Contrafund
- Fidelity Puritan Fund
Participants may change fund investment
selections daily.
Vesting: Not applicable; all contributions and any
earnings attributable to them remain as
general assets of the Company until
distribution.
Loans and Withdrawals: Not permitted.
Account Valuation: Daily.
Transfer of Assets: No transfer of assets allowed from or to
Ford SSIP, the Ford Credit Savings Plan, an
Individual Retirement Account (IRA) or any
qualified benefits plan.
General: Ford Credit reserves the right to terminate
the Plan or to modify the terms and
conditions of the Plan at any time and for
any reason and without the consent of any
participant, provided that such action
shall not reduce any benefit under the Plan
prior to such action.
fmcc
Trust Agreement
Between
Ford Motor Credit Company
And
Fidelity Management Trust Company
---------------------------------
FORD CREDIT SAVINGS PLAN
TRUST
--------------------------------
Dated as of June 30, 1993<PAGE>
TABLE OF CONTENTS
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Section Page
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1 Trust. . . . . . . . . . . . . . . . . . . . 1
2 Exclusive Benefit and Reversion of
Sponsor Contributions . . . . . . . . . . . . 2
3 Disbursements . . . . . . . . . . . . . . . 2
(a) Directions from Administrator
(b) Limitations
4 Investment of Trust . . . . . . . . . . . . . 3
(a) Selection of Investment Options
(b) Available Investment Options
(c) Participant Direction
(d) Mutual Funds
(e) Sponsor Stock
(f) Notes
(g) U.S. Equity Index Commingled Pool
(h) Guaranteed Investment Contracts
(i) Reliance of Trustee Directions
(j) Trustee Powers
5 Recordkeeping and Administrative
Services to Be Performed . . . . . . . . . . . 13
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
6 Compensation and Expenses . . . . . . . . . . . 14
7 Directions and Indemnification . . . . . . . . 14
(a) Identity of Administrator and
Named Fiduciary
(b) Directions from Administrator
(c) Directions from Named Fiduciary
(d) Co-Fiduciary Liability
(e) Indemnification
(f) Survival
8 Resignation or Removal of Trustee . . . . . . . 16
(a) Resignation
(b) Removal
9 Successor Trustee . . . . . . . . . . . . . . . 16
(a) Appointment
(b) Acceptance
(c) Corporate Action
10 Termination . . . . . . . . . . . . . . . . . . 16
- i -<PAGE>
TABLE OF CONTENTS
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(Continued)
Section Page
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11 Resignation, Removal, and Termination
Notices . . . . . . . . . . . . . . . . . . . 17
12 Duration . . . . . . . . . . . . . . . . . . . 17
13 Amendment or Modification . . . . . . . . . . . 17
14 General . . . . . . . . . . . . . . . . . . . 17
(a) Performance by Trustee,
its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings
15 Governing Law . . . . . . . . . . . . . . . . . 18
(a) Massachusetts Law Controls
(b) Trust Agreement Controls
Schedules
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A. Recordkeeping and Administrative Services
B. Fee Schedule
C. Investment Options
D. Sponsor's Authorization Letter
E. Named Fiduciary's Authorization Letter
F. IRS Determination Letter or Opinion of Counsel
G. Existing GICs
H. Telephone Exchange Procedures
I. Ford Motor Company Stock Fund Operating Procedures
- ii -
<PAGE>
TRUST AGREEMENT, dated as of the thirtieth day of June, 1993,
between Ford Motor Credit Company, a Delaware corporation, having
an office at The American Road, Dearborn, MI 48121-1732 (the
"Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts
trust company, having an office at 82 Devonshire Street, Boston,
Massachusetts 02109 (the "Trustee").
WITNESSETH:
WHEREAS, the Sponsor is the sponsor of the Ford Credit Savings
Plan (the "Plan"); and
WHEREAS, the Sponsor wishes to establish two trusts: one, for
which Comerica serves as trustee, a trust to hold the assets under
the Plan invested in guaranteed investment contracts; and the
other, for which the Trustee serves as trustee, a trust to hold and
invest the remaining assets under the Plan for the exclusive
benefit of participants in the Plan and their beneficiaries; and
WHEREAS, the Sponsor (the "Named Fiduciary") is the named
fiduciary of the Plan (within the meaning of section 402(a) of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA")); and
WHEREAS, the Trustee is willing to hold and invest the
aforesaid plan assets, with the exception of the guaranteed
investment contracts, in trust among several investment options
selected by the Named Fiduciary; and
WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping and administrative functions under the
Plan; and
WHEREAS, the Sponsor (the "Administrator") is the administrator
of the Plan (within the meaning of section 3(16)(A) of ERISA); and
WHEREAS, the Trustee is willing to perform recordkeeping and
administrative services for the Plan if the services are purely
ministerial in nature and are provided within a framework of plan
provisions, guidelines and interpretations conveyed in writing to
the Trustee by the Administrator.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements set forth below, the Sponsor
and the Trustee agree as follows:
Section 1. Trust.
The Sponsor hereby establishes the Ford Credit Savings Plan
Trust (the "Trust"), with the Trustee. The Trust shall consist of
an initial contribution of money and other property acceptable to
the Trustee in its sole discretion, made by the Sponsor or
transferred from the trustee under the Ford Motor Company Savings
and Stock Investment Plan ("SSIP"), such additional sums of money
and Sponsor Stock (hereinafter defined) as shall from time to time
be delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits
thereon, less the payments that are made by the Trustee as provided
herein, without distinction between principal and income. The
Trustee hereby accepts the Trust on the terms and conditions set
<PAGE>
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forth in this Agreement. In accepting this Trust, the Trustee shall
be accountable for the assets received by it, subject to the terms
and conditions of this Agreement. The period during which records
are transferred to the Trustee from the SSIP trustee is referred to
herein as the "participant recordkeeping reconciliation period."
Section 2. Exclusive Benefit and Reversion of Sponsor Contributions
--------------------------------------------------------
(a) Except as provided in paragraphs (b), (c) and (d) of this
Section, no part of the Trust may be used for, or diverted to,
purposes other than the exclusive benefit of the participants in
the Plan or their beneficiaries prior to the satisfaction of all
liabilities with respect to the participants and their
beneficiaries in accordance with the terms of the Plan.
(b) In the case of contributions made by the Sponsor prior to
the receipt of an initial favorable determination letter from the
Internal Revenue Service ("IRS") with respect to the Plan, the
Sponsor may direct the Trustee to return, and the Trustee shall
return, to the Sponsor those contributions and all earnings thereon
within one year after the IRS refuses in writing to issue such a
letter.
(c) In the case of any portion of a contribution made by the
Sponsor by mistake of fact, the Sponsor may, within one year after
the payment of that portion of the contribution, direct the Trustee
to return, and the Trustee shall return, to the Sponsor that
portion of the contribution.
(d) In the case of any portion of a contribution made by the
Sponsor and disallowed by the IRS as a deduction under section 404
of the Internal Revenue Code of 1986, the Sponsor may, within one
year after the IRS disallows the deduction in writing, direct the
Trustee to return, and the Trustee shall return, to the Sponsor
that portion of the contribution.
(e) Earnings attributable to the contributions returnable under
paragraph (c) or (d) shall not be returned to the Sponsor, and any
losses attributable to those contributions shall reduce the amount
returned.
Section 3. Disbursements.
-------------
(a) Directions from Administrator. The Trustee shall make
disbursements in the amounts and in the manner that the
Administrator directs from time to time in writing. The Trustee
shall have no responsibility to ascertain whether any such
direction complies with the terms of the Plan or with any
applicable law, or the effect for tax purposes or otherwise of such
direction; nor shall the Trustee have any responsibility to see to
the application of any disbursement.
<PAGE>
-3-
(b) Limitations. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of
the Trust at the time of the disbursement. The Trustee shall not be
required to make any disbursement in cash unless the Administrator
has provided a written direction as to the assets to be converted
to cash for the purpose of making the disbursement.
Section 4. Investment of Trust.
-------------------
(a) Selection of Investment Options. The Trustee shall have no
responsibility for the selection of investment options under the
Trust and shall not render investment advice to any person in
connection with the selection of such options.
(b) Available Investment Options. The Named Fiduciary shall
direct the Trustee as to what investment options: (i) the Trust
shall be invested in during the participant recordkeeping
reconciliation period, and (ii) the investment options in which
Plan participants may invest in, subject to the following
limitations. The Named Fiduciary may determine to offer as
investment options only (i) securities issued by the investment
companies advised by Fidelity Management & Research Company
("Mutual Funds"), (ii) equity securities issued by the Sponsor or
an affiliate which are publicly-traded and which are "qualifying
employer securities" within the meaning of section 407(d)(5) of
ERISA ("Sponsor Stock"), (iii) notes evidencing loans to Plan
participants in accordance with the terms of the Plan, (iv)
guaranteed investment contracts chosen by the Trustee, (v)
guaranteed investment contracts heretofore entered into by the
Sponsor or the SSIP trustee and specifically identified on Schedule
"G" attached hereto ("Existing GICs"), and (vi) collective
investment funds maintained by the Trustee for qualified plans;
provided, however, that the Named Fiduciary hereby directs the
Trustee to continue to hold such Existing GICs until the Named
Fiduciary directs otherwise, it being expressly understood that
such direction is given in accordance with Section 403(a) of ERISA;
and provided, further, that the Trustee shall be considered a
fiduciary with investment discretion only with respect to Plan
assets that are invested in guaranteed investment contracts chosen
by the Trustee or in collective investment funds maintained by the
Trustee for qualified plans. The investment options initially
selected by the Named Fiduciary are identified on Schedules "A" and
"C" attached hereto. The Named Fiduciary may add additional
investment options with the consent of the Trustee and upon mutual
amendment of this Trust Agreement and the Schedules thereto to
reflect such additions.
(c) Participant Direction. (i) The Sponsor hereby directs the
Trustee to accept enrollments of new participants by telephone, as
well as changes to deferral and after-tax investment percentage
amounts for existing participants. The Sponsor shall provide the
<PAGE>
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Trustee with the name, address, date of birth, date of hire, social
security number, participation status, payment frequency relative
to future loans and location code for each eligible participant. To
become a participant in the Plan, the employee shall telephone the
Trustee via the Telephone Exchange System and instruct the Trustee
regarding desired deferral and after-tax investment percentage
amounts, as well as investment option elections. A written
confirmation of the elections will be sent to the new participant.
On a weekly basis, the Trustee shall send the Administrator via
EDT, a file of all new participants, as well as any deferral and
after-tax investment percentage amount changes for existing
participants.
(ii) Each Plan participant shall direct the Trustee in
which investment option(s) to invest the assets in the
participant's individual accounts. Such directions may be made by
Plan participants by use of the telephone exchange system
maintained for such purposes by the Trustee or its agent, in
accordance with written Telephone Exchange Guidelines attached
hereto as Schedule "H". Any directions made by a Participant using
the telephone exchange system shall be treated as a direction made
in writing by the Named Fiduciary for purposes of Section 7
hereafter. In the event that the Trustee fails to receive a proper
direction, the assets shall be invested in the securities of the
Mutual Fund set forth for such purpose on Schedule "C", until the
Trustee receives a proper direction.
(d) Mutual Funds. The Sponsor hereby acknowledges that it has
received from the Trustee a copy of the most recent prospectus for
each Mutual Fund selected by the Named Fiduciary as a Plan
investment option. Trust investments in Mutual Funds shall be
subject to the following limitations:
(i) Execution of Purchases and Sales. Purchases and sales
of Mutual Funds (other than for Exchanges) shall be made on the
date on which the Trustee receives from the Sponsor in good order
all information and documentation necessary to accurately effect
such purchases and sales (or in the case of a purchase, the
subsequent date on which the Trustee has received a wire transfer
of funds necessary to make such purchase). Exchanges of Mutual
Funds shall be made in accordance with the Telephone Exchange
Guidelines attached hereto as Schedule "H".
(ii) Voting. At the time of mailing of notice of each
annual or special stockholders' meeting of any Mutual Fund, the
Trustee shall send a copy of the notice and all proxy solicitation
materials to each Plan participant who has shares of the Mutual
Fund credited to the participant's accounts, together with a voting
direction form for return to the Trustee or its designee. The
participant shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote the shares credited to the
participant's accounts (both vested and unvested). The Trustee
shall vote the shares as directed by the participant. The Trustee
shall not vote shares for which it has received no directions from
<PAGE>
-5-
the participant. During the participant recordkeeping
reconciliation period, the Sponsor shall have the right to direct
the Trustee as to the manner in which the Trustee is to vote the
shares of the Mutual Funds in the Trust. With respect to all rights
other than the right to vote, the Trustee shall follow the
directions of the participant and if no such directions are
received, the directions of the Named Fiduciary. The Trustee shall
have no duty to solicit directions from participants or the
Sponsor.
(e) Sponsor Stock. Trust investments in Sponsor Stock shall be
made via the Ford Motor Company Common Stock Fund which shall
consist of shares of Sponsor Stock and short-term liquid
investments, including a commingled money market fund ("Fidelity
Employee Benefit U.S. Government Reserves Portfolio") maintained by
the Trustee, necessary to satisfy the Fund's cash needs for
transfers and payments. A cash target range shall be determined in
conjunction with the Sponsor for the cash portion of the Ford Motor
Company Common Stock Fund. The Trustee is responsible for ensuring
that the actual cash held in the Ford Motor Company Common Stock
Fund falls within the agreed upon range over time. Each
participant's proportional interest in the Ford Motor Company
Common Stock Fund shall be measured in units of participation,
rather than shares of Sponsor Stock. Such units shall represent a
proportionate interest in all of the assets of the Ford Motor
Company Common Stock Fund, which includes shares of Sponsor Stock,
short-term investments and at times, receivables for dividends
and/or Sponsor Stock sold and payables for Sponsor Stock purchased.
A Net Asset Value ("NAV") per unit will be determined daily for
each unit outstanding of the Ford Motor Company Common Stock Fund.
The return earned by the Ford Motor Company Common Stock Fund will
represent a combination of the dividends paid on the shares of
Sponsor Stock held by the Ford Motor Company Common Stock Fund,
gains or losses realized on sales of Sponsor Stock, appreciation or
depreciation in the market price of those shares owned, and
interest on the short-term investments held by the Ford Motor
Company Common Stock Fund. Dividends received by the Ford Motor
Company Common Stock Fund are reinvested in additional shares of
Sponsor Stock. Investments in Sponsor Stock shall be subject to the
following limitations:
(i) Acquisition Limit. Pursuant to the Plan, the Trust may
be invested in Sponsor Stock to the extent necessary to comply with
investment directions under Section 4(c) of this Agreement.
(ii) Fiduciary Duty of Named Fiduciary. The Named Fiduciary
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 Sponsor Stock. The
Trustee shall not be liable for any loss, or by reason of any
breach, which arises from the directions of the Named Fiduciary
with respect to the acquisition and holding of Sponsor Stock,
unless it is clear on their face that the actions to be taken under
those directions would be prohibited by the foregoing fiduciary
<PAGE>
-6-
duty rules or would be contrary to the terms of the Plan or this
Agreement.
(iii) Execution of Purchases and Sales. (A) Purchases and
sales of Sponsor Stock (other than for exchanges) shall be made on
the open market on the date on which the Trustee receives from the
Sponsor in good order all information and documentation necessary
to accurately effect such purchases and sales (or, in the case of
purchases, the subsequent date on which the Trustee has received a
wire transfer of the funds necessary to make such purchases).
Exchanges of Sponsor Stock shall be made in accordance with the
Telephone Exchange Guidelines attached hereto as Schedule "G". Such
general rules shall not apply in the following circumstances:
(1) If the Trustee is unable to determine the number of
shares required to be purchased or sold on such day; or
(2) If the Trustee is unable to purchase or sell the
total number of shares required to be purchased or sold on such day
as a result of market conditions; or
(3) If the Trustee is prohibited by the Securities and
Exchange Commission, the New York Stock Exchange, or any other
regulatory body from purchasing or selling any or all of the shares
required to be purchased or sold on such day.
In the event of the occurrence of the circumstances described in
(1), (2), or (3) above, the Trustee shall purchase or sell such
shares as soon as possible thereafter and shall determine the price
of such purchases or sales to be the average purchase or sales
price of all such shares purchased or sold, respectively. The
Trustee may follow directions from the Named Fiduciary to deviate
from the above purchase and sale procedures provided that such
direction is made in writing by the Named Fiduciary.
(B) Purchases from Ford Motor Company. If directed by the
Sponsor prior to 4:00 p.m. on the trading date on which the
contribution is to be made, the Trustee may purchase Sponsor Stock
from Ford Motor Company, an affiliate of the Sponsor, if the
purchase is for adequate consideration (within the meaning of
section 3(18) of ERISA) and no commission is charged. If Plan
participant or Sponsor contributions under the Plan are to be
invested in Sponsor Stock, the Sponsor may transfer Sponsor Stock
in lieu of cash to the Trust. In either case, the number of shares
to be transferred will be determined by dividing the total amount
of Sponsor Stock to be purchased by the average of the high and low
price of the Sponsor Stock on any national securities exchange on
the trading date. Such purchases shall be made in accordance with
Schedule "I".
(C) Use of an Affiliated Broker. The Sponsor hereby authorizes
the Trustee to use Fidelity Brokerage Services, Inc. ("FBSI") to
provide brokerage services in connection with any purchase or sale
of Sponsor Stock in accordance with directions from Plan
<PAGE>
-7-
participants. FBSI shall execute such directions directly or
through its affiliate, National Financial Services Company
("NFSC"). The provision of brokerage services shall be subject to
the following:
(i) As consideration for such brokerage services, the
Sponsor agrees that FBSI shall be entitled to remuneration under
this authorization provision in the amount of three and one-half
cents ($.035) commission on each share of Sponsor Stock. Any change
in such remuneration may be made only by a signed agreement between
Sponsor and Trustee.
(ii) Following the procedures set forth in Department of
Labor Prohibited Transaction Class Exemption 86-128, the Trustee
will provide the Sponsor with the following documents: (I) a
description of FBSI's brokerage placement practices; (2) a copy of
PTCE 86-128; and (3) a form by which the Sponsor may terminate this
authorization to use a broker affiliated with the Trustee. The
Trustee will provide the Sponsor with this termination form
annually, as well as an annual report which summarizes all
securities transaction-related charges incurred by the Plan, and
the Plan's annualized turnover rate.
(iii) Any successor organization of FBSI, through
reorganization, consolidation, merger or similar transactions,
shall, upon consumption of such transaction, become the successor
broker in accordance with the terms of this authorization
provision.
(iv) The Trustee and FBSI shall continue to rely on this
authorization provision until notified to the contrary. The Sponsor
reserves the right to terminate this authorization upon sixty (60)
days written notice to FBSI (or its successor) and the Trustee, in
accordance with Section 11 of this Agreement.
(v) Securities Law Reports. The Named Fiduciary shall be
responsible for filing all reports required under Federal or state
securities laws with respect to the Trust's ownership of Sponsor
Stock, including, without limitation, any reports required under
section 13 or 16 of the Securities Exchange Act of 1934, and shall
immediately notify the Trustee in writing of any requirement to
stop purchases or sales of Sponsor Stock pending the filing of any
report. The Trustee shall provide to the Named Fiduciary such
information on the Trust's ownership of Sponsor Stock as the Named
Fiduciary may reasonably request in order to comply with Federal or
state securities laws.
(vi) Voting and Tender Offers. Notwithstanding any other
provision of this Agreement the provisions of this Section shall
govern the voting and tendering of Sponsor Stock. The Sponsor,
after consultation with the Trustee, shall provide and pay for all
printing, mailing, tabulation and other costs associated with the
voting and tendering of Sponsor Stock.
<PAGE>
-8-
(A) Voting.
------
(l) When the issuer of the Sponsor Stock files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Sponsor shall cause a copy of all
materials to be simultaneously sent to the Trustee. Based on these
materials the 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 Sponsor Stock, the
Sponsor shall cause a copy of the notice and all proxy solicitation
materials to be sent to each Plan participant with an interest in
Sponsor Stock held in the Trust, together with the foregoing voting
instruction form to be returned to the Trustee or its designee. The
form shall show the proportional interest in the number of full and
fractional shares of Sponsor Stock credited to the participant's
accounts held in the Ford Motor Company Common Stock Fund. The
Sponsor shall provide the Trustee with a copy of any materials
provided to the participants and shall certify to the Trustee that
the materials have been mailed or otherwise sent to participants.
(2) Each participant with an interest in the Ford
Motor Company Common Stock Fund shall have the right, acting in the
capacity of a named fiduciary within the meaning of section 402 of
ERISA, to direct the Trustee as to the manner in which the Trustee
is to vote (including not to vote) that number of shares of Sponsor
Stock reflecting such participant's proportional interest in the
Ford Motor Company Common Stock Fund (both vested and unvested).
Directions from a participant to the Trustee concerning the voting
of Sponsor Stock shall be communicated in writing, or by mailgram
or similar means. These directions shall be held in confidence by
the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person. Upon its receipt
of the directions, the Trustee shall vote the shares of Sponsor
Stock reflecting the participant's proportional interest in the
Ford Motor Company Common Stock Fund as directed by the
participant. The Trustee shall vote shares of Sponsor Stock
reflecting a participant's proportional interest in the Ford Motor
Company Common Stock Fund for which it has received no direction
from the participant in the same proportion as the Sponsor Stock
for which instructions were received.
(3) The Trustee shall vote that number of shares of
Sponsor Stock not credited to participants' accounts which is
determined by multiplying the total number of shares not credited
to participants' accounts by a fraction of which the numerator is
the number of shares of Sponsor Stock reflecting such participants'
proportional interest in the Ford Motor Company Common Stock Fund
credited to participants' accounts for which the Trustee received
voting directions from participants and of which the denominator is
the total number of shares of Sponsor Stock reflected in the
proportional interests of all participants under the Plan. The
Trustee shall vote those shares of Sponsor Stock not credited to
participants' accounts which are to be voted by the Trustee
<PAGE>
-9-
pursuant to the foregoing formula in the same proportion on each
issue as it votes those shares reflecting participants'
proportional interest in the Ford Motor Company Common Stock Fund
for which it received voting directions from participants. The
trustee shall not vote the remaining shares of Sponsor Stock not
credited to participants' account.
(B) Tender Offers.
(I) Upon commencement of a tender offer for any
securities held in the Trust that are Sponsor Stock, the Sponsor
shall notify each Plan participant with an interest in such Sponsor
Stock of the tender offer and utilize its best efforts to timely
distribute or cause to be distributed to the participant the same
information that is distributed to shareholders of the issuer of
Sponsor Stock in connection with the tender offer, and, after
consulting with the Trustee, shall provide and pay for a means by
which the participant may direct the Trustee whether or not to
tender the Sponsor Stock reflecting such participant's proportional
interest in the Ford Motor Company Common Stock Fund (both vested
and unvested). The Sponsor shall provide the Trustee with a copy of
any material provided to the participants and shall certify to the
Trustee that the materials have been mailed or otherwise sent to
participants.
(2) Each participant shall have the right to direct
the Trustee to tender or not to tender some or all of the shares of
Sponsor Stock reflecting such participant's proportional interest
in the Ford Motor Company Common Stock Fund (both vested and
unvested). Directions from a participant to the Trustee concerning
the tender of Sponsor Stock shall be communicated in writing, or by
mailgram or such similar means as is agreed upon by the Trustee and
the Sponsor under the preceding paragraph. These directions shall
be held in confidence by the Trustee and shall not be divulged to
the Sponsor, or any officer or employee thereof, or any other
person except to the extent that the consequences of such
directions are reflected in reports regularly communicated to any
such persons in the ordinary course of the performance of the
Trustee's services hereunder. The Trustee shall tender or not
tender shares of Sponsor Stock as directed by the participant. The
Trustee shall not tender shares of Sponsor Stock reflecting a
participant's proportional interest in the Ford Motor Company
Common Stock Fund for which it has received no direction from the
participant.
(3) The Trustee shall tender that number of shares
of Sponsor Stock not credited to participants' accounts which is
determined by multiplying the total number of shares of Sponsor
Stock not credited to participants' accounts by a fraction of which
the numerator is the number of shares of Sponsor Stock reflecting
participants' proportional interests in the Ford Motor Company
Common Stock Fund for which the Trustee has received directions
from participants to tender (which directions have not been
withdrawn as of the date of this determination) and of which the
denominator is the total number of shares of Sponsor Stock
reflected in the proportional interests of all participants under
the Plan.
<PAGE>
-10-
(4) A participant who has directed the Trustee to
tender some or all of the shares of Sponsor Stock reflecting the
participant's proportional interest in the Ford Motor Company
Common Stock Fund may, at any time prior to the tender offer
withdrawal date, direct the Trustee to withdraw some or all of the
tendered shares reflecting the participant's proportional interest,
and the Trustee shall withdraw the directed number of shares from
the tender offer prior to the tender offer withdrawal deadline.
Prior to the withdrawal deadline, if any shares of Sponsor Stock
not credited to participants' accounts have been tendered, the
Trustee shall redetermine the number of shares of Sponsor Stock
that would be tendered under Section 4(e)(v)(B)(3) if the date of
the foregoing withdrawal were the date of determination, and
withdraw from the tender offer the number of shares of Sponsor
Stock not credited to participants' accounts necessary to reduce
the amount of tendered Sponsor Stock not credited to participants'
accounts to the amount so redetermined. A participant shall not be
limited as to the number of directions to tender or withdraw that
the participant may give to the Trustee.
(5) A direction by a participant to the Trustee to
tender shares of Sponsor Stock reflecting the participant's
proportional interest in the Ford Motor Company Common Stock Fund
shall not be considered a written election under the Plan by the
participant to withdraw, or have distributed, any or all of his
withdrawable shares. The Trustee shall credit to each proportional
interest of the participant from which the tendered shares were
taken the proceeds received by the Trustee in exchange for the
shares of Sponsor Stock tendered from that interest. Pending
receipt of directions (through the Administrator) from the
participant or the Named Fiduciary, as provided in the Plan, as to
which of the remaining investment options the proceeds should be
invested in, the Trustee shall invest the proceeds in the Mutual
Fund described in Schedule "C".
(vi) Shares Credited. For all purposes of this Section, the
number of shares of Sponsor Stock deemed "credited" or "reflected"
to a participant's proportional interest shall be determined as of
the last preceding valuation date. The trade date is the date the
transaction is valued.
(vii) General. With respect to all rights other than the
right to vote, the right to tender, and the right to withdraw
shares previously tendered, in the case of Sponsor Stock credited
to a participant's proportional interest in the Ford Motor Company
Common Stock Fund, the Trustee shall follow the directions of the
participant and if no such directions are received, the directions
of the Named Fiduciary. The Trustee shall have no duty to solicit
directions from participants. With respect to all rights other
than the right to vote and the right to tender, in the case of
Sponsor Stock not credited to participants' accounts, the Trustee
shall follow the directions of the Named Fiduciary.
<PAGE>
-11-
(viii) Conversion. All provisions in this Section 4(e)
shall also apply to any securities received as a result of a
conversion of Sponsor Stock.
(f) Notes. The Administrator shall act as the Trustee's agent
for the purpose of holding all trust investments in participant
loan notes and related documentation and as such shall (i) hold
physical custody of and keep safe the notes and other loan
documents, (ii) collect and remit all principal and interest
payments to the Trustee, (iii) keep the proceeds of such loans
separate from the other assets of the Administrator and clearly
identify such assets as Plan assets and (iv) cancel and surrender
the notes and other loan documentation when a loan has been paid in
full. To originate a participant loan, the Plan participant shall
notify the Trustee of the request by use of the Telephone Exchange
System. The Trustee shall determine, based on the current value of
the Plan participant's account, the amount available for the loan.
Assets attributable to a GIC investment shall not be available for
loan withdrawal, nor shall they be considered for the maximum loan
amount calculation. The Plan participant shall then direct the
Trustee regarding the amount to be borrowed and the term or period
for repayment. Based on the most recent interest rate supplied by
the Sponsor in accordance with the terms of the Plan, the Trustee
shall advise the Plan participant of such interest rate, as well as
the installment payment amounts. The Trustee shall forward the loan
document to the Plan participant for execution and submission for
approval to the Administrator. The Administrator shall have the
responsibility for approving the loan, via remote access or in
writing, and instructing the Trustee of such approval. The Trustee
shall send the loan proceeds to the Administrator or to the Plan
participant in accordance with the directions from the
Administrator. In all cases, such approval by the Administrator
shall be made within thirty (30) days of the Plan participant's
initial request (the origination date).
(g) U.S. Equity Index Commingled Pool. The Sponsor hereby (i)
agrees to the Plan's participation in the Fidelity Group Trust for
Employee Benefit Plans (the "Group Trust"), a group trust
maintained by the Trustee for qualified plans and (ii) acknowledges
that it has received from the Trustee a copy of the terms of the
Group Trust and the terms of the Declaration of Separate Fund for
the U.S. Equity Index Commingled Pool of the Group Trust.
(h) Guaranteed Investment Contracts. Fidelity Management Trust
Company is not the trustee of the class year GIC assets under the
Plan; however, the Trustee shall be responsible for recordkeeping
services for such class year GIC assets as directed by the Sponsor.
The class year GICs currently held in the Trust are specifically
identified on Schedule "G" attached hereto. The Named Fiduciary may
add one additional class year GIC each year to the Trust provided
that the Named Fiduciary notifies the Trustee prior to such
addition to ensure that the Trustee is capable of recordkeeping
such GIC. It is expressly understood that the Trustee assumes no
<PAGE>
-12-
investment discretion with regard to any class year GIC purchased
by the Named Fiduciary or any other investment manager.
(i) Reliance of Trustee on Directions. (i) The Trustee
shall not be liable for any loss which arises from any
participant's exercise or non-exercise of rights under this Section
4 over the assets in the participant's accounts.
(ii) The Trustee shall not be liable for any loss which
arises from the Named Fiduciary's exercise or non-exercise of
rights under this Section 4, unless it was clear on their face that
the actions to be taken under the Named Fiduciary's directions were
prohibited by the fiduciary duty rules of section 404(a) of ERISA
or were contrary to the terms of the Plan or this Agreement.
(j) Trustee Powers. The Trustee shall have the following powers
and authority:
(i) Subject to paragraphs (b), (c), (d) and (e) of this
Section 4, to sell, exchange, convey, transfer, or otherwise
dispose of any property held in the Trust, by private contract or
at public auction. No person dealing with the Trustee shall be
bound to see to the application of the purchase money or other
property delivered to the Trustee or to inquire into the validity,
expediency, or propriety of any such sale or other disposition.
(ii) Subject to paragraphs (b) and (c) of this Section 4,
to invest in guaranteed investment contracts and short term
investments (including interest bearing accounts with the Trustee
or money market mutual funds advised by affiliates of the Trustee)
and in collective investment funds maintained by the Trustee for
qualified plans, in which case the provisions of each collective
investment fund in which the Trust is invested shall be deemed
adopted by the Sponsor and the provisions thereof incorporated as
a part of this 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.
(iii) To cause any securities or other property held as
part of the Trust to be registered in the Trustee's own name, in
the name of one or more of its nominees, or in the 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
Trustee shall at all times show that all such investments are part
of the Trust.
(iv) To keep that portion of the Trust in cash or cash
balances as the Named Fiduciary or Administrator may, from time to
time, deem to be in the best interest of the Trust.
(v) To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers
herein granted.
<PAGE>
-13-
(vi) To settle, compromise, or submit to arbitration any
claims, debts, or damages due to or arising from the Trust; to
commence or defend suits or legal or administrative proceedings; to
represent the Trust in all suits and legal and administrative
hearings; and to pay all reasonable expenses arising from any such
action, from the Trust if not paid by the Sponsor.
(vii) To employ legal, accounting, clerical, and other
assistance as may be required in carrying out the provisions of
this Agreement and to pay their reasonable expenses and
compensation from the Trust if not paid by the Sponsor.
(viii) To do all other acts although not specifically
mentioned herein, as the Trustee may deem necessary to carry out
any of the foregoing powers and the purposes of the Trust.
Section 5. Recordkeeping and Administrative Services to Be
Performed.
------------------------------------------------
(a) General. The 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 Administrator's written directions
regarding the Plan's provisions, guidelines and interpretations.
(b) Accounts. The 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
Trust as of the last day of each fiscal quarter of the Plan and, if
not on the last day of a fiscal quarter, the date on which the
Trustee resigns or is removed as provided in Section 8 of this
Agreement or is terminated as provided in Section 10 (the
"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 Trustee, or the
termination of this Agreement, the Trustee shall file with the
Administrator a written account setting forth all investments,
receipts, disbursements, and other transactions effected by the
Trustee between the Reporting Date and the prior Reporting Date,
and setting forth the value of the Trust as of the Reporting Date.
Except as otherwise required under ERISA, upon the expiration of
six (6) months from the date of filing such account with the
Administrator, the Trustee shall have no liability or further
accountability 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 Sponsor shall within such six
(6) month period file written objections with the Trustee.
(c) Inspection and Audit. All records generated by the Trustee
in accordance with paragraphs (a) and (b) shall be open to
inspection and audit, during the Trustee's regular business hours
<PAGE>
-14-
prior to the termination of this Agreement, by the Administrator or
any person designated by the Administrator. Upon the resignation or
removal of the Trustee or the termination of this Agreement, the
Trustee shall provide to the Administrator, at no expense to the
Sponsor, in the format regularly provided to the Administrator, a
statement of each participant's accounts as of the resignation,
removal, or termination, and the Trustee shall provide to the
Administrator or the Plan's new recordkeeper such further records
as are reasonable, at the Sponsor's expense.
(d) Effect of Plan Amendment. A confirmation of the current
qualified status of the Plan is attached hereto as Schedule "F".
The Trustee's provision of the recordkeeping and administrative
services set forth in this Section 5 shall be conditioned on the
Sponsor delivering to the Trustee a copy of any amendment to the
Plan 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 "F"
covering such amendment, and on the Administrator providing the
Trustee on a timely basis with all the information the
Administrator deems necessary for the Trustee to perform the
recordkeeping and administrative services and such other
information as the Trustee may reasonably request.
(e) Returns, Reports and Information. The Administrator shall
be responsible for the preparation and filing of all returns,
reports, and information required of the Trust or Plan by law. The
Trustee shall provide the Administrator with such information as
the Administrator may reasonably request to make these filings. The
Administrator shall also be responsible for making any disclosures
to Participants required by law including, without limitation, such
disclosures as may be required under federal or state
truth-in-lending laws with regard to Participant loans.
Section 6. Compensation and Expenses.
-------------------------
Within thirty (30) days of receipt of the 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 Sponsor shall send to the Trustee a payment in such
amount. All expenses of the Trustee relating directly to the
acquisition and disposition of investments constituting part of the
Trust, and all taxes of any kind whatsoever that may be levied or
assessed under existing or future laws upon or in respect of the
Trust or the income thereof, shall be a charge against and paid
from the appropriate Plan participants' accounts.
Section 7. Directions and Indemnification.
------------------------------
(a) Identity of Administrator and Named Fiduciary. The Trustee
shall be fully protected in relying on the fact that the Named
<PAGE>
-15-
Fiduciary and the Administrator under the Plan are the individuals
or persons named as such above or such other individuals or persons
as the Sponsor may notify the Trustee in writing.
(b) Directions from Administrator. Whenever the Administrator
provides a direction to the Trustee, the 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 Trustee by the Administrator in the form attached
hereto as Schedule "D", provided the Trustee reasonably believes
the signature of the individual to be genuine. Such direction may
also be made via EDT in accordance with procedures agreed to by the
Administrator and the Trustee; provided, however, that the Trustee
shall be fully protected in relying on such direction as if it were
a direction made in writing by the Administrator. The Trustee shall
have no responsibility to ascertain any direction's (i) accuracy,
(ii) compliance with the terms of the Plan or any applicable law,
or (iii) effect for tax purposes or otherwise.
(c) Directions from Named Fiduciary. Whenever the Named
Fiduciary or Sponsor provides a direction to the Trustee, the
Trustee shall not be liable for any loss, or by reason of any
breach, arising from the direction (i) 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 Trustee by the
Named Fiduciary in the form attached hereto as Schedule "E" and
(ii) if the Trustee reasonably believes the signature of the
individual to be genuine, unless it is clear on the direction's
face that the actions to be taken under the direction would be
prohibited by the fiduciary duty rules of section 404(a) of ERISA
or would be contrary to the terms of the Plan or this Agreement.
(d) Co-Fiduciary Liability. In any other case, the 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
Plan except as provided in section 405(a) of ERISA.
(e) Indemnification. The Sponsor shall indemnify the Trustee
against, and hold the Trustee harmless from, any and all loss,
damage, penalty, liability, cost, and expense, including without
limitation, reasonable attorneys' fees and disbursements, that may
be incurred by, imposed upon, or asserted against the Trustee by
reason of any claim, regulatory proceeding, or litigation arising
from any act done or omitted to be done by any individual or person
with respect to the Plan or Trust, excepting only any and all loss,
etc., arising solely from the Trustee's negligence or bad faith.
(f) Survival. The provisions of this Section 7 shall survive
the termination of this Agreement.
<PAGE>
-16-
Section 8. Resignation or Removal of Trustee.
---------------------------------
(a) Resignation. The Trustee may resign at any time upon sixty
(60) days' notice in writing to the Sponsor, unless a shorter
period of notice is agreed upon by the Sponsor.
(b) Removal. The Sponsor may remove the Trustee at any time
upon sixty (60) days' notice in writing to the Trustee, unless a
shorter period of notice is agreed upon by the Trustee.
Section 9. Successor Trustee.
-----------------
(a) Appointment. If the office of Trustee becomes vacant for
any reason, the Sponsor 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 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 Trust.
(b) Acceptance. When the successor trustee accepts its
appointment under this Agreement, title to and possession of the
Trust assets shall immediately vest in the successor trustee
without any further action on the part of the predecessor trustee.
The predecessor trustee shall execute all instruments and do all
acts that reasonably may be necessary or reasonably may be
requested in writing by the Sponsor or the successor trustee to
vest title to all Trust assets in the successor trustee or to
deliver all Trust assets to the successor trustee.
(c) Corporate Action. Any successor of the Trustee or successor
trustee, through sale or transfer of the business or trust
department of the 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 10. Termination.
-----------
This Agreement may be terminated at any time by the Sponsor
upon sixty (60) days' notice in writing to the Trustee. On the date
of the termination of this Agreement, the Trustee shall forthwith
transfer and deliver to such individual or entity as the Sponsor
shall designate, all cash and assets then constituting the Trust.
If, by the termination date, the Sponsor has not notified the
Trustee in writing as to whom the assets and cash are to be
transferred and delivered, the Trustee may bring an appropriate
action or proceeding for leave to deposit the assets and cash in a
court of competent jurisdiction. The Trustee shall be reimbursed by
the Sponsor for all costs and expenses of the action or proceeding
<PAGE>
-17-
including, without limitation, reasonable attorneys' fees and
disbursements.
Section 11. 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 Sponsor c/o Ron Konst, Ford Motor Credit
Company, The American Road, Dearborn, MI 48121, and to the Trustee
c/o John M. Kimpel, Fidelity Investments, 82 Devonshire Street,
Boston, Massachusetts 02109, or to such other addresses as the
parties have notified each other of in the foregoing manner.
Section 12. Duration.
--------
This 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 13. 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 Sponsor and
the Trustee. Notwithstanding the foregoing, to reflect increased
operating costs the Trustee may once each calendar year amend
Schedule "B" without the Sponsor's consent upon seventy-five (75)
days written notice to the Sponsor.
Section 14. General.
-------
(a) Performance by Trustee, its Agents or Affiliates. The
Sponsor acknowledges and authorizes that the services to be
provided under this Agreement shall be provided by the 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.
(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.
<PAGE>
-18-
(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 15. Governing Law.
-------------
(a) Massachusetts Law Controls. This Agreement is being made in
the Commonwealth of Massachusetts, and the 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.
(b) Trust Agreement Controls. The Trustee is not a party to the
Plan, and in the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of
this Agreement shall control.
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 CREDIT COMPANY
Attest:/s/ By: /s/Art Fletcher
---------------------- ----------------------
Secretary Vice President
FIDELITY MANAGEMENT TRUST
COMPANY
Attest:/s/Douglas Kant By: /s/John P. O'Reilly, Jr.
---------------------- -------------------------
Assistant Clerk Senior Vice President
<PAGE>
Schedule "A"
RECORDKEEPING & ADMINISTRATIVE SERVICES
---------------------------------------
Administration
- --------------
* Establishment and maintenance of participant account and
election percentages.
* Maintenance of nine plan investment options:
- Ford Motor Company Common Stock Fund
- Class Year GIC I
- Class Year GIC II
- Class Year GIC III
- Fidelity Money Market Trust: Retirement Money Market
Portfolio
- Fidelity Intermediate Bond Fund
- Fidelity U.S. Equity Index Commingled Pool
- Fidelity Growth Company Fund
- Fidelity Magellan Fund
* Maintenance of seven money classifications:
- Employee Pre-tax Matched
- Company Match (on Pre-tax)
- Employee Pre-tax Unmatched
- Employee Post-tax Matched
- Company Match (on Post-tax)
- Employee Post-tax Unmatched
- Rollover
* Daily processing of: contribution data from payroll site via
EDT transmissions, rollover contributions, exchanges and
changes of future investment allocations or deferral
percentages. Reconcile contribution and payroll data on a
daily basis; prepare and mail to the participant a
confirmation of telephonic instructions relative to an
exchange, change to future allocation, deferral percentage or
participant's PIN number within five (5) business days of the
participant's instructions; interface with Sponsor's payroll
data feed in order to incorporate changes in deferral
percentages.
* Daily processing of individual participant loans via
telephone; distribute truth-in-lending disclosure; interface
with Sponsor's payroll data feed to provide loan repayment
amounts to the Sponsor; process loan repayments; provide
outstanding loan balance for participant upon request; notify
Sponsor and participant upon fulfillment of loan obligation by
participant; reconcile and audit loan repayments.
* Daily processing of in-service and hardship withdrawals via
telephone as directed by the Administrator; process QDRO's as
approved and directed by Sponsor.
* Track outstanding loan amounts on a per participant basis;
monitor such amounts within Plan provisions (as communicated
to the Trustee by the Sponsor); monitor outstanding loans for
late payments and perform loan defaults as directed by
Sponsor.
* Prepare, reconcile and deliver a monthly Trial Balance Report
for the plan presenting all money classes and investment for
the plan. This report is based on the market value as of the
last business day of the month. This report will be delivered
not later than 30 days after the end of each month.
* Prepare, reconcile and deliver a Quarterly Administrative
Report for the plan presenting both on a participant and a
total plan basis all money classes, investment positions, and
a summary of all activity of the participants and plan as of
the last business day of the quarter. The report will be
delivered not later than 30 days after the end of each
quarter.
* Prepare and distribute, to each plan participant, a quarterly
detailed participant statement reflecting all activity for the
period.
* Withhold federal taxes on Plan distributions; withhold state
taxes on distributions as directed by the Sponsor; maintain
pre-1987 and post-1986 tax cost basis; issue explanatory
statements together with distributions and process year-end
tax reports for participants -- 1099-R, as well as financial
reporting to assist in the preparation of Form 5500.
* Performance of section 401(k) and 401(m) nondiscrimination
testing, as well as, along with the Sponsor, monitor 402(g)
and 415 limits; if applicable, propose "curing" to participant
accounts (i.e., recharacterizations, capping, returns of
excess, QMACs, QNCs); process curing method as directed by the
Sponsor; process "return of excess" checks, along with
explanatory statements to the participant.
* Establish and maintain the Plan on Fidelity's Retirement
Service Group's toll-free telephone service and VRU; provide
account and investment information to participants, as well as
track and resolve participants' issues.
* Maintain eligible participant information as provided by the
Sponsor; enroll new participants via telephone; provide
confirmation of enrollment within five (5) business days of
the request.
* For employee communications: provide voice response brochure
detailing Fidelity telephone services; provide enrollment kits
for newly eligible participants; assist in the editing of the
Summary Plan Document to reflect operational changes relative
to the Fidelity relationship; provide customized service
manuals (i.e., administrative procedures, remote access)
* Additional "ad hoc" reporting as agreed to by the Sponsor and
the Trustee.
FORD MOTOR CREDIT COMPANY FIDELITY MANAGEMENT TRUST COMPANY
By: Art Fletcher By:/s/John P. O'Reilly, Jr.
- -------------------- ------------------------
Date: 6/29/93 Date: 7/6/93
- -------------------- ----------------------
<PAGE>
Schedule "B"
FEE SCHEDULE
------------
- - Annual Participant Fee $16.00 per participant*, subject
to a $15,000 per year minimum,
billed and payable quarterly.
- - Enrollment-by-Phone Fee $5.00 per participant
- - Loan Fee Establishment fee of $35.00 per
loan account; annual fee of
$15.00 per loan account.
- - Return of Excess Fee $25.00 per participant, a
one-time charge per calculation
and check generation.
- - Other Fees: separate charges for optional use of remote
access, ADP 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.
* This fee will be imposed pro rata for each CALENDAR quarter,
or any part thereof, that it remains necessary to maintain a
participant's account(s) as part of the Plan's 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 0.20% per year of such assets in
the Fee Trust to the extent that
such assets are less than $25
million, 0.15% on the next $25
million assets and 0.10% on
assets in excess of S50 million;
these fees are payable pro rata
quarterly on the basis of such
assets as of the calendar
quarter's last valuation date.
Trustee Fees
- ------------
- - $25,000 per year payable pro rata quarterly.
(Note: These fees have been negotiated and accepted based on
current plan assets of $138 million, current participation of 5,362
participants and projected net cash flows of $10 million per year.
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
nine investment options, and such fees will be subject to revision
if additional investment options are added.)
FORD MOTOR CREDIT COMPANY FIDELITY MANAGEMENT TRUST
COMPANY
By:/s/Art Fletcher By:/s/John P. O'Reilly, Jr.
---------------------- -----------------------
Date: 6/29/95 Date: 7/6/93
-------------------- ---------------------
<PAGE>
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:
- Ford Motor Company Common Stock Fund
- Class Year GIC I
- Class Year GIC II
- Class Year GIC III
- Fidelity Money Market Trust: Retirement Money Market
Portfolio
- Fidelity Intermediate Bond Fund
- Fidelity U.S. Equity Index Commingled Pool
- Fidelity Growth Company Fund
- Fidelity Magellan Fund
The mutual fund advised by Fidelity Management & Research
Company referred to in Section 4(c) shall be Fidelity Money Market
Trust: Retirement Money Market Portfolio.
FORD MOTOR CREDIT COMPANY
By: /s/Art Fletcher
---------------------
Date: 6/29/93
--------------------
<PAGE>
Ford Motor Credit Company
The American Road
P.O. Box 1732
Dearborn, Michigan 48121-1732
June 28, 1993
Ms. Jacqueline W. McCarthy
Fidelity Investments Institutional
Operations Company
82 Devonshire Street
Boston, Massachusetts 02109
Ford Credit Savings Plan
------------------------
Dear Ms. McCarthy:
This letter is sent to you in accordance with Section 7(b) of
the Trust Agreement, dated as of June 30, 1993, between Ford Credit
and Fidelity Management Trust Company. I hereby designate R. A.
Konst, Sharon Gabe, and Colleen Fearon, as the individuals who may
provide directions upon which Fidelity Management Trust Company
shall be fully protected in relying. Only one such individual need
provide any direction. The signature of each designated individual
is set forth below and certified to be such.
You may rely upon each designation and certification set forth
in this letter until I deliver to you written notice of the
termination of authority of a designated individual.
Very truly yours,
By: /s/V. L. Shimp
--------------------
V. L. Shimp
/s/R. A. Konst
- -------------------
R. A Konst
/s/Sharon Gabe
- -------------------
Sharon Gabe
/s/Colleen Fearon
- -------------------
Colleen Fearon
<PAGE>
Ford Motor Credit Company
The American Road
P.O. Box 1732
Dearborn, Michigan 48121-1732
June 28, 1993
Ms. Jacqueline W. McCarthy
Fidelity Investments Institutional
Operations Company
82 Devonshire Street
Boston, Massachusetts 02109
Ford Credit Savings Plan
------------------------
Dear Ms. McCarthy:
This letter is sent to you in accordance with Section 7(c) of
the Trust Agreement, dated as of June 30, 1993, between Ford Credit
and Fidelity Management Trust Company. I hereby designate A. H.
Fletcher, V. L. Shimp, and R. A. Konst, as the individuals who may
provide directions upon which Fidelity Management Trust Company
shall be fully protected in relying. Only one such individual need
provide any direction. The signature of each designated individual
is set forth below and certified to be such.
You may rely upon each designation and certification set forth
in this letter until I deliver to you written notice of the
termination of authority of a designated individual.
Very truly yours,
By:/s/A. H. Fletcher
----------------------
A. H. Fletcher
/s/A. H. Fletcher
- -------------------------
A. H. Fletcher
/s/V. L. Shimp
- -------------------------
V. L. Shimp
/s/R. A. Konst
- -------------------------
R. A. Konst
<PAGE>
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Office of the General Counsel
July 16, 1993
Jacqueline W. McCarthy
Fidelity Institutional Retirement
Services Company
82 Devonshire Street
Boston, MA 02109
Dear Ms. McCarthy:
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 Ford Credit Savings Plan (the "Plan").
Our opinion is based upon our review of the Ford Credit
Savings Plan Summary Plan Description ("SPD"). The Plan was
effective July 1, 1993.
Ford Motor Credit Company (the "Company") has informed us that
it intends to submit the Plan to the District Director of the
Internal Revenue Service to request a favorable determination
letter as to the Plan's qualified status under section 401(a) of
the Code. The Company may have to make some modifications to the
Plan at the request of the Internal Revenue Service in order to
obtain this favorable determination letter. 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 SPD, it is our opinion that the
Internal Revenue Service will most likely issue a favorable
determination letter as to the qualified status of the Plan, 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 Plan, as modified, will depend on
its effect in operation.
Furthermore, in that the assets are in part invested in common
stock issued by the Ford Motor Company, it is our opinion that the
Plan 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 be purchased under the Plan are "qualifying
employer securities" (as defined under Section 407(d)(5) of ERISA).
Finally, we have been informed by Mr. Hurley D. Smith, Ford Motor
Credit Company, that the interests in Ford Motor Company common
stock in the Plan are effectively registered under the Securities
Act of 1933, as amended.
Sincerely,
As to the tax consequences:
/s/Timothy J. McGraw
Timothy J. McGraw
Tax Attorney
As to the ERISA consequences:
/s/Fred C. King
Fred C. King
Senior Attorney
cc: Ms. Sharon K. Gabe
Mr. Hurley D. Smith
T:\TJM\SCHF.W51
<PAGE>
Schedule "G"
EXISTING GlCs
-------------
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:
Class Year GIC I
- Contract Issuer: Provident National
Effective Date: January 1, 1990
Maturity Date: June 30, 1993
- Contract Issuer: Citibank (SD), N.A.
Effective Date: January 1, 1990
Maturity Date: June 30, 1993
Class Year GIC II
- Contract Issuer: Metropolitan Life
Effective Date: November 30, 1990
Maturity Date: June 30, 1994
- Contract Issuer: Prudential Insurance
Effective Date: January 1, 1991
Maturity Date: June 30, 1994
Class Year GIC III
- Contract Issuer: Prudential Insurance
Effective Date: January 1, 1992
Maturity Date: June 30, 1995
- Contract Issuer: Shearson Lehman Brothers, Inc.
Effective Date: January 1, 1993
Maturity Date: June 30, 1996
FORD MOTOR CREDIT COMPANY
By: /s/Art Fletcher
----------------------
Date: 6/29/93
---------------------
<PAGE>
Schedule "H"
TELEPHONE EXCHANGE PROCEDURES
-----------------------------
The following telephone exchange procedures are currently employed
by Fidelity Investments Retirement Services Company (FIRSCO).
Telephone exchange hours are 8:30 a.m. (EST) to 8:00 p.m. (EST) on
each business day. A "business day" is any day on which the New
York Stock Exchange is open.
FIRSCO reserves the right to change these telephone exchange
procedures at its discretion.
Mutual Funds
------------
Exchanges Between Mutual Funds
Participants may call on any business day to exchange
between the mutual funds. If the request is received before
4:00 p.m. (EST), it will receive that day's trade date.
Calls received after 4:00 p.m. (EST) will be processed on a
next day basis.
Class Year GlCs
---------------
I. Exchanges from Mutual Funds to GIC Fund
---------------------------------------
Participants who wish to exchange out of a mutual fund into
the current year GIC Fund may call on any business day. If
the request is received before 4:00 p.m. (EST), it will
receive that day's trade date. Calls received after 4:00 p.m.
(EST) will be processed on a next day basis.
II. Exchanges from GIC Fund
-----------------------
Exchanges from a GIC Fund into a mutual fund or Ford Motor
Company Common Stock Fund will not be permitted.
Ford Motor Company Common Stock Fund
------------------------------------
I. Exchanges Between Mutual Funds and Ford Motor Company Common
Stock Fund
------------------------------------------------------------
Participants may call on any business day to exchange
between the mutual funds and the Ford Motor Company Common
Stock Fund. If the request is received before 4:00 p.m.
(EST), it will receive that day's trade date. Calls received
after 4:00 p.m. (EST) will be processed on a next day basis.
II. Exchanges from Ford Motor Company Common Stock Fund to GIC
Fund
-----------------------------------------------------------
Participants who wish to exchange out of the Ford Motor
Company Common Stock Fund into the current year GIC Fund may
call on any business day. If the request is received before
4:00 p.m. (EST), it will receive that day's trade date.
Calls received after 4:00 p.m. (EST) will be processed on a
next day basis.
III. Exchange Restrictions
---------------------
It is the intention of the Trustee to maintain a sufficient
liquidity reserve in the Ford Motor Company Common Stock
Fund to meet exchange, redemption or withdrawal requests.
However, if there is insufficient liquidity in the Ford
Motor Company Common Stock Fund to allow for same day
exchanges, the Trustee will be required to sell shares of
Sponsor Stock to meet the exchange requests. If this occurs,
the subsequent exchange into other Plan investment options
will take place five (5) business days later. This allows
for settlement of the stock trade at the custodian and the
corresponding transfer to Fidelity.
FORD MOTOR CREDIT COMPANY
By: /s/Art Fletcher
---------------------
Date: 6/29/93
-------------------
Exhibit 4(D)
FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
FORD MOTOR CREDIT COMPANY
THIS FIRST AMENDMENT, dated as of the first day of January,
1994, by and between Fidelity Management Trust Company (the
"Trustee") and Ford Motor Credit Company (the "Sponsor"):
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into
a trust agreement dated June 30, 1993, with regard to the Ford
Credit Savings Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend
said trust agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the
Trustee and the Sponsor hereby amend the trust agreement by:
(1) Amending and adding the following mutual fund to the
"investment options" portion of Schedules "A" and
"C", as follows:
Fidelity Overseas Fund
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused
this First Amendment to be executed by their duly authorized
officers effective as of the day and year first above written.
FORD MOTOR CREDIT COMPANY FIDELITY MANAGEMENT TRUST
COMPANY
By:/s/Art Fletcher 12/18/93 By:/s/ 12/28/93
- --------------------------- --------------------------
Date Date
a:\ex(D)
COOPERS & LYBRAND L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Amendment No. 1 to Registration Statement No.
33-54304 on Form S-8
We are aware that our report dated April 19, 1995 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries
for the periods ended March 31, 1995 and 1994, and included in the Ford
Motor Company Quarterly Report on Form 10-Q for the quarter ended March
31, 1995, is incorporated by reference in this Amendment No. 1 to
Registration Statement No. 33-54304. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
Registration Statement 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
May 26, 1995
Coopers & Lybrand L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Amendment No. 1 to Registration Statement
No. 33-54304 on Form S-8
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-54304 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
May 26, 1995
Exhibit 4(E)
SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
FORD MOTOR CREDIT COMPANY
THIS SECOND AMENDMENT, dated as of the first day of January,
1994, by and between Fidelity Management Trust Company (the
"Trustee") and Ford Motor Credit Company (the "Sponsor"):
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into
a trust agreement dated June 30, 1993, with regard to the Ford
Credit Savings Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend
said trust agreement as provided for in Section 19 thereof:
NOW THEREFORE, in consideration of the above premises the
Trustee and the Sponsor hereby amend the trust agreement by:
(1) Replacing all references to Fidelity Employee Benefit
U.S. Government Reserves Portfolio with the following:
In order to provide the necessary monies for
exchanges or redemptions from the Sponsor Stock Fund
Investment option, under the Plan, the Sponsor
agrees that the Plan shall maintain a liquidity
reserve allocated to such investment option in
Fidelity Institutional Cash Portfolios: Money
Market Portfolio: Class A or such other Mutual Fund
or commingled money market pool as agreed to by the
Sponsor and Trustee. The Sponsor shall have the
right to direct the Trustee as to the manner in
which the Trustee is to vote the Mutual Fund shares
held in any short-term investment fund or liquidity
reserve.
(2) Amending and adding the following mutual funds to the
"investment options" portion of Schedules "A" and "C",
as follows:
Fidelity Puritan Fund
Fidelity Asset Manager
Fidelity Contrafund
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused
this Second Amendment to be executed by their duly authorized
officers effective as of the day and year first above written.
FORD MOTOR CREDIT COMPANY FIDELITY MANAGEMENT TRUST
COMPANY
By/s/R. A. Konst 11/14/94 By 11/29/94
- --------------------------- --------------------------
R. A. Konst Date Vice President Date
ex4e.ed
