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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
The American Road
Dearborn, Michigan 48121-1899
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
J. M. Rintamaki, Esq.
Ford Motor Company
P. O. Box 1899
The American Road
Dearborn, Michigan 48121-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share* price** registration fee
<S> <C> <C> <C> <C>
Common Stock, 25,000,000
$1.00 par value shares $28.75 $718,750,000 $247,846.56
</TABLE>
*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Master Trust established as of
September 30, 1995 and as trustee under the Plan, during 1995 and during
subsequent years until a new Registration Statement becomes effective.
**Based on the market price of Common Stock of the Company on November
20, 1995 in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
____________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 33-54735, 33-54275, 33-50194,
33-36061, 33-14951 and 2-95020 are incorporated herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
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. 33-43085 filed by Ford under the Securities Act of 1933
(the "1933 Act").
All documents subsequently filed by Ford pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 8. EXHIBITS.
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EXHIBIT 4.A - Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees. Filed with this
Registration Statement.
EXHIBIT 4.B - Copy of Master Trust Agreement dated as of
September 30, 1995 between Ford Motor Company and
Fidelity Management Trust Company, as Trustee.
Filed as Exhibit 4.B to Registration Statement No.
33-64605 and incorporated herein by reference.
EXHIBIT 4.C - Copy of Letter Agreement effective February 1,
1993 between Lehman Government Securities, Inc. and
Comerica Bank, as Trustee. Filed as Exhibit 4.J to
Registration Statement No. 33-54275 and
incorporated herein by reference.
EXHIBIT 4.D - Copy of Group Annuity Contract effective January
1, 1994 between The Prudential Insurance Company of
America and Comerica Bank, as Trustee. Filed as
Exhibit 4.K to Registration Statement No. 33-54275
and incorporated herein by reference.
EXHIBIT 4.E - Copy of Group Annuity Contract effective January
1, 1995 between John Hancock Mutual Life Insurance
Company and Comerica Bank, as Trustee. Filed as
Exhibit 4.E to Registration Statement No.
33-64605 and incorporated herein by reference.
EXHIBIT 5.A - Opinion of Thomas J. DeZure, an Assistance
Secretary and Counsel of Ford Motor Company, with
respect to the legality of the securities being
registered hereunder. Filed with this Registration
Statement.
EXHIBIT 5.B - Copy of Internal Revenue Service determination
letter that the Plan is qualified under Section 401
of the Internal Revenue Code. Filed as Exhibit
5(B) to Registration Statement No. 33-14951 and
incorporated herein by reference.
EXHIBIT 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim financial
information. Filed with this Registration
Statement.
EXHIBIT 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
EXHIBIT 24.A - Powers of Attorney authorizing signature. Filed
as Exhibit 24.1 to Registration Statement No.
33-58785 and incorporated herein by reference.
EXHIBIT 24.B - Power of Attorney authorizing signature. Filed
as Exhibit 24.B to Registration Statement
No. 33-64605 and incorporated herein by reference.
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EXHIBIT 24.C - Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney. Filed as Exhibit 24.2 to Registration
Statement No. 33-58785 and incorporated herein by
reference.
</TABLE>
SIGNATURES
The Plan. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF
MICHIGAN, ON THIS 28TH DAY OF NOVEMBER, 1995.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED
EMPLOYEES
By: /s/ Lee Mezza
--------------------------------
LEE MEZZA, CHAIRMAN
SAVINGS AND STOCK INVESTMENT
PLAN COMMITTEE
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The Registrant. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF MICHIGAN, ON THIS 28TH DAY
OF NOVEMBER, 1995.
FORD MOTOR COMPANY
By: Alex Trotman*
----------------
(ALEX TROTMAN)
CHAIRMAN OF THE BOARD OF DIRECTORS
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
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Signature Title Date
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<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 November 28, 1995
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(MICHAEL D. DINGMAN)
Director, Vice President-Ford
and President and Chief Operating
Officer, Ford Motor Credit Company
Edsel B. Ford II*
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(EDSEL B. FORD II)
William Clay Ford* Director
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(WILLIAM CLAY FORD)
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Signature Title Date
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Director and Chairman
William Clay Ford, Jr.* of the Finance Committee
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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 November 28, 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)
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Signature Title Date
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<S> <C> <C>
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) November 28, 1995
Director of Accounting
Daniel R. Coulson* (principal accounting officer)
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(DANIEL R. COULSON)
*By: /s/ K. S. Lamping
-----------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
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<CAPTION> SEQUENTIAL PAGE
AT WHICH FOUND
(OR INCORPORATED
BY REFERENCE)
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<S> <C> <C> <C>
EXHIBIT 4.A - Ford Motor Company Savings and Stock Investment
Plan for Salaried Employees. Filed with this
Registration Statement.
EXHIBIT 4.B - Copy of Master Trust Agreement dated as of
September 30, 1995 between Ford Motor Company and
Fidelity Management Trust Company, as Trustee.
Filed as Exhibit 4.B to Registration Statement No.
33-64605 and incorporated herein by reference.
EXHIBIT 4.C - Copy of Letter Agreement effective February 1,
1993 between Lehman Government Securities, Inc. and
Comerica Bank, as Trustee. Filed as Exhibit 4.J to
Registration Statement No. 33-54275 and
incorporated herein by reference.
EXHIBIT 4.D - Copy of Group Annuity Contract effective January
1, 1994 between The Prudential Insurance Company of
America and Comerica Bank, as Trustee. Filed as
Exhibit 4.K to Registration Statement No. 33-54275
and incorporated herein by reference.
EXHIBIT 4.E - Copy of Group Annuity Contract effective January
1, 1995 between John Hancock Mutual Life Insurance
Company and Comerica Bank, as Trustee. Filed as
Exhibit 4.E to Registration Statement No. 33-64605
and incorporated herein by reference.
EXHIBIT 5.A - Opinion of Thomas J. DeZure, an Assistant
Secretary and Counsel of Ford Motor Company, with
respect to the legality of the securities being
registered hereunder. Filed with this Registration
Statement.
EXHIBIT 5.B - Copy of Internal Revenue Service determination
letter that the Plan is qualified under Section 401
of the Internal Revenue Code. Filed as Exhibit 5(B)
to Registration Statement No. 33-14951 and
incorporated herein by reference.
EXHIBIT 15 - Letter from Independent Certified Public
Accountants regarding unaudited interim financial
information. Filed with this Registration
Statement.
EXHIBIT 23 - Consent of Independent Certified Public
Accountants. Filed with this Registration
Statement.
EXHIBIT 24.A - Powers of Attorney authorizing signature. Filed
as Exhibit 24.1 to Registration Statement No.
33-58785 and incorporated herein by reference.
EXHIBIT 24.B - Power of Attorney authorizing signature. Filed
as Exhibit 24.B to Registration Statement
No. 33-64605 and incorporated herein by reference.
</TABLE>
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EXHIBIT 24.C - Certified resolutions of Board of Directors
authorizing signature pursuant a power of attorney.
Filed as Exhibit 24.2 to Registration Statement No.
33-58785 and incorporated herein by reference.
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Exhibit 4.A
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(Restated as of December 21, 1994)
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SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(Restated as of December 21, 1994)
Table of Contents
Paragraph Page
I. Definitions 2
II. Eligibility 6
III. Membership 7
IV. Contributions 7
V. Limitations on Contributions 10
VI. Return of Contributions in Excess of Limitations 16
VII. Member's Election As to Investment of Funds 17
VIII. Transfer of Assets to Other Investment Elections 17
IX. Vesting of Assets Attributable to Company
Matching Contributions 18
X. Member's Account in Trust Fund 20
XI. Investment of Dividends, Interest, Etc. 20
XII. Borrowings with Respect to Assets Attributable to
Tax-Efficient Savings Contributions 21
XIII. Withdrawal by Member of Assets Prior to Termination
of Employment 21
XIV. Withdrawal by Member of Assets At or After Termination
of Employment 22
XV. Distribution by the Plan of Assets At or After Termi-
nation of Employment or upon Attainment of Age 70 1/2 22
XVI. Conditions Applicable to Withdrawals and Distributions 23
XVII. Transfer of Assets to Savings Plan of a Subsidiary
by Which Member is Employed 27
XVIII. Common Stock Fund, Income Fund, Current Interest Fund
and Bond Fund 27
XIX. Member's Annual Statement 34
XX. Notices 34
XXI. Trustee 34
XXII. Purchases of Securities by the Trustee 35
XXIII. Application of Forfeited Company Matching Contributions 36
XXIV. Voting of Company Stock 36
XXV. Cash Adjustments on Account of Fractional Interests
in Securities 37
XXVI. Operation and Administration 37
XXVII. Termination, Suspension and Modification 40
XXVIII. Conditions on Participation of Subsidiaries of the Company 42
XXIX. Member's Rights not Transferable 42
XXX. Designation of Beneficiaries 42
XXXI. Effect of Termination 43
XXXII. Top-Heavy Rules 43
XXXIII. Employee Stock Ownership Plan 46
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FORD MOTOR COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(Restated as of December 21, 1994)
This Plan has been established by the Company to encourage and
facilitate systematic savings and investment by eligible
employees and to provide them with an opportunity to become
stockholders of the Company.
I. DEFINITIONS. As hereinafter used:
1. "Affiliated Corporation" shall mean (a) the Company, and (b) any
corporation not less than a majority of the voting stock of which
is owned directly or indirectly by the Company and that has been
approved by the Committee as an Affiliated Corporation for
purposes of the Plan.
2. "Bond Fund" shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance
with subparagraph 4 of paragraph XVIII hereof and related cash.
3. "Bond Fund Advisor" shall mean one or more persons or companies,
corporations, or other organizations appointed by the Company to
provide investment advice to the Trustee concerning the Bond
Fund. The Trustee may be designated a Bond Fund Advisor by the
Company.
4. "Bond Fund Units" shall mean the measure of a member's interest
in the Bond Fund as described in subparagraph 4 of paragraph
XVIII hereof.
5. "Cash" shall mean and include (a) any amount of money credited to
a member's account and not invested in Company stock, the Common
Stock Fund or the Bond Fund, and (b) any amount credited to a
member's subaccount in the Income Fund or the Current Interest
Fund.
6. "Cash value of the Bond Fund Units" shall mean the number of Bond
Fund Units concerned multiplied by the Bond Fund Unit Price, as
defined in subparagraph 4 of paragraph XVIII, on the date such
cash value is to be determined.
7. "Cash value of the Common Stock Fund Units" shall mean the number
of Common Stock Fund Units concerned multiplied by the Common
Stock Fund Unit Price, as defined in subparagraph 1 of paragraph
XVIII, on the date such cash value is to be determined.
8. "Code" shall mean the Internal Revenue Code of 1986, as amended.
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9. "Committee" shall mean the Savings and Stock Investment Plan
Committee created by the Company pursuant to the provisions of
paragraph XXVI hereof.
10. "Common Stock Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the Trustee in
accordance with subparagraph 1 of paragraph XVIII hereof and
related cash.
11. "Common Stock Fund Units" shall mean the measure of a member's
interest in the Common Stock Fund as described in subparagraph 1
of paragraph XVIII hereof.
12. "Company" shall mean Ford Motor Company.
13. "Company matching contributions" shall mean amounts contributed
by the Company to the Plan, as provided in subparagraph 3 of
paragraph IV hereof.
14. "Company matching contributions account" shall mean an account of
an employee under the Plan to which are credited Company matching
contributions in respect of employee regular savings
contributions or certain tax-efficient savings contributions and
earnings thereon.
15. "Company stock" shall mean Common Stock of the Company.
16. "Composite Quotation Listing" shall mean a composite listing of
market prices of securities supplied by a reputable financial
statistical service selected by the Trustee, which listing
includes the prices at which securities are traded on national
securities exchanges located in the United States.
17. "Current Interest Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the Trustee in
accordance with subparagraph 3 of paragraph XVIII hereof and
related cash.
18. "Current Interest Fund Advisor" shall mean one or more persons or
companies, corporations, or other organizations appointed by the
Company to provide investment advice to the Trustee concerning
the Current Interest Fund. The Trustee may be designated a
Current Interest Fund Advisor by the Company.
19. "Current market value" shall mean, with reference to Company
stock, the closing market price on the day in question or, if no
sales were made on that date, the closing market price on the
next preceding day on which sales were made, in either case as
reported in the Composite Quotation Listing.
20. "Earnings," with reference to employee regular savings
contributions, Company matching contributions or tax-efficient
savings contributions, as the case may be, shall mean earnings
resulting from the investment and any reinvestment of such
contributions and any
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increment thereof and shall include interest, dividends and other
distributions on such investments.
21. "Eligibility computation period" shall mean the 12 consecutive
month period beginning with the first day of employment, or in
the event that an employee does not perform in each of four
calendar months in such 12 consecutive month period duties for
which payment is made, the plan year which includes the first
anniversary of the first day of employment, and succeeding plan
years.
22. "Employee" shall mean each person who is employed at a salary by
a Participating Company or by an Affiliated Corporation and is
enrolled on the active employment rolls of such Participating
Company, or of such Affiliated Corporation, maintained in the
United States, including without limitation any such person who
also is an officer or director of a Participating Company or of
an Affiliated Corporation.
23. "Employee regular savings contributions" shall mean amounts
contributed by an employee to the Plan from the employee's
salary, as provided in subparagraph 1 of paragraph IV hereof.
24. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
25. "Income Fund" shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance
with subparagraph 2 of paragraph XVIII hereof and related cash.
26. "Income Fund Contract" shall mean an arrangement under which (a)
an Income Fund Manager receives amounts of cash from the Trustee
and invests such amounts primarily in such fixed income
securities as may be selected by such Income Fund Manager in its
discretion with the objective of conservation of principal and
the realization of a reasonable rate of return consistent
therewith, and (b) such Income Fund Manager pays to the Trustee
such amounts of principal and accumulated earnings and gains as
are to be distributed to or transferred or withdrawn by members
pursuant to the Plan and such other amounts as to which the
Trustee may be entitled under the arrangement.
27. "Income Fund Manager" shall mean an insurance company or other
organization which has entered into an Income Fund Contract with
the Company pursuant to subparagraph 2 of paragraph XVIII hereof.
28. "Member" shall mean and include (a) an employee who shall have
elected to participate in the Plan and, in the case of an
employee of a Participating Company, shall have filed a payroll
deduction authorization or a Salary Reduction agreement then
outstanding under the Plan, or, in the case of an employee of an
Affiliated Corporation, shall have filed an undertaking then
outstanding under the Plan to make regular savings contributions
or to have
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tax-efficient savings contributions made to the Plan by such
method as the Committee may have designated, and (b) a person who
has securities, cash, Common Stock Fund Units or Bond Fund Units
in an account under the Plan.
29. "Participating Company" shall mean and include the Company and
each subsidiary of the Company that shall have elected to
participate in the Plan with the consent of the Company.
"Subsidiary of the Company" shall mean a domestic corporation not
less than a majority of the voting stock of which is owned
directly or indirectly by the Company.
30. "Plan service" shall mean the aggregate number of years of plan
service as defined in paragraph IX.
31. "Plan year" shall mean a calendar year.
32. "Regular savings account" shall mean an account of an employee
under the Plan to which are credited employee regular savings
contributions made by such employee and earnings thereon.
33. "Retirement Plan" means the General Retirement Plan of the
Company at the time in effect or any other pension or retirement
plan or program of a Participating Company or of an Affiliated
Corporation.
34. "Retirement pursuant to the provisions of any Retirement Plan"
means retirement at or after normal retirement age, or early or
disability retirement prior to normal retirement, or termination
of employment after becoming eligible for retirement under the
provisions of any Retirement Plan.
35. "Salary" shall mean the regular base salary to which an employee
of a Participating Company is entitled prior to giving effect to
any Salary Reduction agreement except that "salary" shall not
include any amount subject to a Salary Reduction agreement to the
extent such amount cannot be contributed to the employee's
account as a tax-efficient savings contribution because of the
applicable limitations set forth in paragraph V hereof. In the
case of an employee of an Affiliated Corporation who is eligible
to make regular savings contributions to the Plan, as provided in
paragraph II, "salary" shall mean the employee's last such salary
at the Participating Company from which he or she is on leave of
absence. "Salary" shall not include any supplemental
compensation, pension, retirement or salaried income security
plan payment, retainer, commission, fee, overtime or shift
premium, cost-of-living allowance, or any other special
remuneration.
36. "Salary Reduction agreement" shall mean an agreement between an
employee and the Participating Company to have the employee's
salary reduced by an amount specified by the employee and to have
an amount equal to the salary reduction contributed by the
Participating Company to the Plan on behalf of the employee,
pursuant to section
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401(k) of the Code and subparagraph 2 of paragraph IV hereof,
provided, however, that such amount shall be reduced as may be
determined as provided in paragraph V hereof.
37. "Tax-efficient savings account" shall mean an account of an
employee under the Plan to which are credited tax-efficient
savings contributions on behalf of such employee and earnings
thereon.
38. "Tax-efficient savings contributions" shall mean amounts
contributed by the Company to the Plan on behalf of an employee,
pursuant to a Salary Reduction agreement, as provided in
subparagraph 2 of paragraph IV hereof or pursuant to an election
with respect to amounts from the Profit Sharing Plan for Salaried
Employees of the Company or the Flexible Compensation Account of
the Company.
39. "Trustee" shall mean the trustee or trustees appointed by the
Company pursuant to the provisions of paragraph XXI hereof.
II. ELIGIBILITY. Except as hereinafter provided, each employee of a
Participating Company shall be eligible for membership in, and to make employee
regular savings contributions and to have tax-efficient savings contributions
made to, the Plan if
1. such employee is regularly employed on a full-time basis with
twelve months or more of continuous service with one or more of
the Participating Companies or with one or more of the Affiliated
Corporations, during such employee's then current period of
employment therewith; or
2. such employee has completed an eligibility computation period in
which such employee has performed in each of four calendar months
duties for which payment is made, with one or more of the
Participating Companies or with one or more of the Affiliated
Corporations, without a subsequent termination of employment; or
3. such employee is employed after a termination of employment, if
such employee had become eligible under subparagraph 1 or 2
during such employee's previous employment.
The Company may in its discretion determine, in the event of the acquisition by
a Participating Company or Affiliated Corporation (by purchase, merger or
otherwise) of all or part of the assets of another corporation, that the
service of a person as an employee of such other corporation shall be included
in ascertaining whether he or she has had such service as required under
subparagraph 1, 2 or 3 above for eligibility, provided that he or she shall
have become an employee of a Participating Company or an Affiliated Corporation
in connection with such acquisition.
An employee of a Participating Company who shall have been granted a
leave of absence to become an employee of an Affiliated Corporation and who
becomes an employee of such Affiliated Corporation shall be eligible for
membership in, and to make regular savings contributions or to have
tax-efficient savings
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contributions made to, the Plan while he or she is on such leave of absence and
is so employed, provided that (a) he or she shall have such service as required
under subparagraph 1, 2, or 3 above for eligibility, including service with the
Affiliated Corporation, (b) he or she shall not be a participant in any profit
sharing plan, or stock bonus plan, and trust of the Affiliated Corporation
qualifying for exemption from taxation under Sections 401(a) and 501(a) of the
Code, or any other applicable section of the Federal tax laws, as at the time
in effect, and (c) the employee's eligibility, under the provisions of this
sentence, to make regular savings contributions or to have tax-efficient
savings contributions made while an employee of the Affiliated Corporation
shall terminate at the end of the two-year period commencing with the date the
employee's leave of absence commences, or at the termination of the employee's
leave of absence, or upon the date the Affiliated Corporation becomes a
Participating Company, whichever first shall occur.
An employee shall not be eligible to make regular savings contributions
or to have tax-efficient savings contributions made if such employee:
1. shall be within a collective bargaining unit for which a labor
organization is recognized as collective bargaining agent by any
Participating Company, except that, upon approval of the Company,
the foregoing provisions of this clause shall not affect the
eligibility of such employee to make regular savings
contributions or to have tax-efficient savings contributions made
to the Plan if such Participating Company shall have requested
and received from such labor organization a waiver, in terms
acceptable to such Participating Company, of all rights of and
claims of right by such labor organization to bargain
collectively with respect to the Plan or any substantially
similar plan or program or to compel such Participating Company
to do so, but only so long as such waiver shall remain in effect,
or
2. shall be a leased employee, as defined in section 414(n)(2) of
the Code.
III. MEMBERSHIP. An eligible employee may elect membership in the Plan as of
the first day of any month with respect to regular savings contributions and
tax-efficient savings contributions by delivering to the Company on or before
the 20th day (or such later day as the Committee from time to time may
determine) of the month preceding such date a notice of election to participate
and, in the case of an employee of a Participating Company, a payroll deduction
authorization or a Salary Reduction agreement hereunder, or, in the case of an
employee of an Affiliated Corporation, an undertaking to make regular savings
contributions or to have tax-efficient savings contributions made to the Plan
by such method as the Committee may have designated.
A newly-hired employee of a Participating Company may elect membership
in the Plan prior to the date on which such employee would otherwise become
eligible for membership in the Plan for the limited purpose of making a
rollover contribution to the Plan as hereinafter provided.
IV. CONTRIBUTIONS.
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1. REGULAR SAVINGS CONTRIBUTIONS. Subject to the limitations in
paragraph V, each eligible employee may make regular savings contributions to
the Plan from the employee's salary for each pay period by payroll deductions
in such amount as the employee may authorize not to exceed 10% of such salary
and to be in a full percentage amount of salary, the amount to be rounded down
to the nearest full dollar.
The payroll deduction for regular savings contributions authorized by an
employee may be increased, decreased or stopped by him or her only as of the
first day of any month by delivering to the Company on or before the 20th day
(or such later day as the Committee from time to time may determine) of the
preceding month a notice of such change. If an employee shall become
ineligible to make regular savings contributions to the Plan, the employee's
payroll deduction authorization shall terminate forthwith. If the payroll
deduction authorization of an employee shall terminate for any reason, the
employee thereafter may, subject to the eligibility provisions of the Plan,
resume contributing to the Plan, as of the first day of any month by delivering
to the Company on or before the 20th day (or such later day as the Committee
from time to time may determine) of the preceding month a payroll deduction
authorization hereunder. An employee shall not be entitled to make regular
savings contributions to the Plan, and no deduction shall be made pursuant to
the employee's payroll deduction authorization, in or for any period in which
the employee is not receiving a salary.
The Committee may require employees of an Affiliated Corporation who
elect to make regular savings contributions to the Plan to contribute by
payroll deductions or by such other method as the Committee may designate. If
the Committee shall designate a method other than payroll deductions, the
Committee shall adopt rules applying, as nearly as practicable, to such method
of making regular savings contributions the provisions of this paragraph IV
relating to payroll deductions.
Also, each eligible employee may elect to make regular savings
adjustment contributions to the Plan from his or her salary for each pay period
by payroll deductions in an amount equal to the percentage of tax-efficient
savings contributions elected pursuant to the provisions of subparagraph 2 of
paragraph IV hereof, up to 10% of salary, in the event that the employee's
tax-efficient savings contributions for any year exceed $7,000 multiplied by
the cost-of-living adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code for years after 1987.
2. TAX-EFFICIENT SAVINGS CONTRIBUTIONS. Subject to the limitations in
paragraph V, each eligible employee, by filing with the Company a Salary
Reduction agreement in such form as the Committee may prescribe, may elect to
have contributed to the Plan on his or her behalf for each pay period,
beginning with the first day of the first month following the filing of such
agreement, on or before the 20th day (or such later day as the Committee from
time to time may determine) of the month preceding such day, a tax-efficient
savings contribution in such amount as he or she may authorize not in excess of
15% of his or her salary for such pay period. The Salary Reduction agreement
shall specify that such contributions are to be made in a full percentage
amount of salary, the amount to be rounded down to the nearest full dollar.
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<PAGE> 10
Subject to the foregoing provisions of this subparagraph 2 of paragraph
IV, the rate of tax-efficient savings contribution authorized by the employee
may be decreased, increased or stopped by the employee only as of the first day
of any month by delivering to the Company on or before the 20th day (or such
later day as the Committee from time to time may determine) of the month
preceding such date a notice of such change. If an employee shall become
ineligible to make regular savings contributions to the Plan, his or her Salary
Reduction agreement shall terminate forthwith. If the Salary Reduction
agreement of an employee shall terminate for any reason, the employee
thereafter may, subject to the eligibility provisions of the Plan, resume the
making of tax-efficient savings contributions to the Plan, as of the first day
of any month by delivering to the Company on or before the 20th day (or such
later day as the Committee from time to time may determine) of the month
preceding such date a Salary Reduction agreement hereunder.
In addition, and subject to such regulations as the Committee from time
to time may prescribe, each eligible employee may elect to have contributed to
the Plan on his or her behalf, as tax-efficient savings contributions, amounts
from the Company's Profit Sharing Plan for Salaried Employees and the Company's
Flexible Compensation Account that would otherwise be distributed to or
allocated on behalf of the employee, provided, however, that for purposes of
this provision an employee shall not be eligible unless such employee is
enrolled on the active employment rolls of a Participating Company or an
Affiliated Corporation, or is on short-term disability leave from a
Participating Company or an Affiliated Corporation, at the date of making such
election.
3. COMPANY MATCHING CONTRIBUTIONS. Except as may be hereinafter
provided and subject to the limitations in paragraph V, the Company shall
contribute to the Plan for each month, out of current or accumulated earnings
and profits, but not otherwise, an amount equal to 60% of the aggregate amount
of employee regular savings contributions and tax-efficient savings
contributions (but excluding Profit-Sharing Plan contributions and Flexible
Compensation Account contributions) for such month and an amount equal to the
value of forfeited securities and cash attributable to Company matching
contributions and earnings thereon that are to be restored to the regular
savings accounts of members for such month pursuant to the provisions of
paragraph XIII, XIV and XVI hereof, provided, however, that for purposes of
this subparagraph V.3., any portion of the aggregate of an employee's regular
savings contributions and tax-efficient savings contributions that exceeds 10%
of such employee's salary shall not be taken into account (or, if a
Participating Company so elects, any portion that exceeds 5%, or such other
percentage as such Participating Company elects, of that salary of an employee
of such Participating Company shall not be taken into account).
If the Commissioner of Internal Revenue determines that the trust fund
does not constitute an exempt trust, or refuses, in writing, to issue a
determination as to whether the trust fund is an exempt trust, the Company's
matching contributions made to the Plan on or after the date on which such
determination or refusal is applicable shall be returned to the Company without
interest within one year of such determination or refusal. If all or part of
the Company's deductions under Section 404 of the Code for matching
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<PAGE> 11
contributions to the Plan are disallowed by the Internal Revenue Service, the
portion of the contributions to which such disallowance applies shall be
returned to the Company without interest within one year of such disallowance.
The Company may recover, without interest, the amount of its matching
contributions to the Plan made on account of a mistake in fact, provided that
such recovery is made within one year after the date of such contribution. Any
recovery by the Company of its matching contributions to the Plan shall not
exceed the value at the time of recovery of assets acquired with the Company's
matching contributions and with earnings thereon.
4. ROLLOVER CONTRIBUTIONS. A newly-hired employee of a Participating
Company may make a rollover contribution, as permitted under Section 402(a)(5)
of the Code, to the Plan in cash in an amount not exceeding the total amount of
taxable proceeds distributed or distributable to such employee by a similar
qualified plan maintained by his or her immediately preceding former employer.
The rollover contribution may be made directly by such plan or by the employee
within 60 days following the receipt by the employee of such distribution from
such former employer's plan, subject to such regulations as the Committee shall
from time to time adopt. Rollover contributions shall be invested in
accordance with the member's election among investment elections available
under the Plan.
5. TRANSFER OF ASSETS FROM SAVINGS PLAN OF A SUBSIDIARY BY WHICH MEMBER
WAS FORMERLY EMPLOYED. Subject to such regulations as the Committee shall from
time to time establish and subject to transfer by the transferor plan, a member
may elect to have the Plan accept transfer to the Plan of any fully vested
amounts, either in the form of cash or Ford stock, in such member's accounts
under a savings plan of a subsidiary where such member was formerly employed
provided that such acceptance would not require the Plan to provide benefits in
an amount or form not otherwise provided under the Plan in order to preserve an
accrued benefit under the transferor plan. Any such transferred amounts shall
be invested in accordance with the member's election among investment elections
available under the Plan. Such an election may be made within a period of one
year following transfer of employment or, if later, September 30, 1995.
V. LIMITATIONS ON CONTRIBUTIONS.
1. LIMITATION ON COMPENSATION TAKEN INTO ACCOUNT. The total amount of
compensation taken into account under the Plan for any employee for any year
shall not exceed $150,000 multiplied by the cost-of-living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code
for such year.
2. ANNUAL LIMIT ON TAX-EFFICIENT SAVINGS CONTRIBUTIONS. The total
amount of tax-efficient savings contributions allowable for any employee for
any year shall not exceed $7,000 multiplied by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under Section 415(d) of the
Code for such year.
3. LIMITATIONS ON CONTRIBUTIONS APPLICABLE TO HIGHLY COMPENSATED
EMPLOYEES. The regular savings contribution percentage and the tax-efficient
savings contribution percentage for any eligible employee who is a
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<PAGE> 12
highly-compensated employee for the year shall be limited to the extent
required under the following tables:
REGULAR SAVINGS CONTRIBUTION PERCENTAGE LIMITATION
If the average regular savings
contribution percentage of The allowable average regular savings
eligible employees who are not contribution percentage for eligible
highly compensated employees for employees who are highly compensated
the year is: employees shall not exceed:
(a) 2% or less (a) 2.0 multiplied by the average
regular savings contribution
percentage for eligible
employees who are not highly
compensated employees
(b) over 2% but not more than 8% (b) 2.0 percentage points added to
the average regular savings
contribution percentage for
eligible employees who are
not highly compensated
employees
(c) more than 8% (c) 1.25 multiplied by the
average regular savings
contribution percentage for
eligible employees who are not
highly compensated employees
or, in any case, such lesser
amount as the Secretary of the
Treasury shall prescribe to prevent
the multiple use of parts (a) and
(b) of this limitation with respect
to any highly compensated employee.
TAX-EFFICIENT SAVINGS CONTRIBUTIONS PERCENTAGE LIMITATION
If the average tax-efficient savings The allowable average tax-efficient
contribution percentage of savings contribution percentage for
eligible employees who are not eligible employees who are highly
highly compensated employees for compensated employees shall not
the year is: exceed:
(a) 2% or less (a) 2.0 multiplied by the average
tax-efficient savings
contribution percentage for
eligible employees who are not
highly compensated employees
(b) over 2% but not more than 8% (b) 2.0 percentage points added
to the average
tax-efficient savings con-
11
<PAGE> 13
tribution percentage
for eligible employees who are
not highly compensated
employees
(c) more than 8% (c) 1.25 multiplied by the average
contribution percentage for
eligible employees who are
not highly compensated
employees
or, in any case, such lesser
amount as the Secretary of the
Treasury shall prescribe to
prevent the multiple use of parts
(a) and (b) of this limitation
with respect to any highly
compensated employee.
The Committee shall, to the extent necessary to conform to the foregoing
limitations, reduce the amounts of allowable regular savings and Company
matching contributions, and tax-efficient savings contributions, respectively,
for the year with respect to any or all eligible highly compensated employees.
Any such reductions by the Committee shall be made in such manner as the
Committee from time to time may prescribe.
"Average regular savings contribution percentage" means the average of
the regular savings contribution percentages of the eligible employees in a
group.
"Average tax-efficient savings contribution percentage" means the
average of the tax-efficient savings contribution percentages of the eligible
employees in a group.
"Regular savings contribution percentage" means the ratio (expressed as
a percentage) of the sum of employee regular savings and Company matching
contributions under the Plan on behalf of the eligible employee for the year to
the eligible employee's compensation for the year. "Compensation" for this
purpose means compensation paid by the Company to the employee during the year
which is required to be reported as wages on the employee's Form W-2, plus
tax-efficient savings contributions. The determination of the contribution
percentage and the treatment of employee regular savings and Company matching
contributions shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury pursuant to the Code.
"Tax-efficient savings contribution percentage" means the ratio
(expressed as percentage) of tax-efficient savings contributions under the Plan
on behalf of the eligible employee for the year to the eligible employee's
compensation for the year. "Compensation" for this purpose means compensation
paid by the Company to the employee during the year which is required to be
reported as wages on the employee's Form W-2, plus tax-efficient savings
contributions. The determination of the tax-efficient savings contribution
percentage and the treatment of tax-efficient savings contributions shall
satisfy such other requirements as may be prescribed by the Secretary of the
Treasury pursuant to the Code.
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<PAGE> 14
The regular savings contribution percentage and the tax-efficient
savings contribution percentage for any eligible employee who is a highly
compensated employee for the year and who is eligible to make regular savings
contributions, to receive Company matching contributions or to have
tax-efficient savings contributions allocated to his or her account under two
or more plans described in section 401(a) of the Code or arrangements described
in section 401(k) of the Code that are maintained by the Company or an
affiliated corporation shall be determined as if all such contributions were
made under a single plan.
"Highly compensated employee" means any employee who, during the year
or the prior year -
(A) was at any time a 5-percent owner,
(B) received compensation from the Company in excess of $75,000,
(C) received compensation from the Company in excess of $50,000 and
was in the group consisting of the top 20 percent of employees
when ranked on the basis of compensation paid during the year, or
(D) was at any time an officer and received compensation greater than
150 percent of the dollar amount in effect under subparagraph
4.A(b) of this paragraph V.
Compensation for this purpose means compensation as defined in subparagraph 4.D
of this paragraph V, plus tax-efficient savings contributions.
The dollar amounts set forth in (B) and (C) above shall be adjusted for
inflation in accordance with the Code and applicable regulations.
Any employee not described in (B), (C) or (D) in the prior year shall
not be treated as a highly compensated employee in the current year unless the
employee is a member of the group consisting of the 100 employees paid the
greatest compensation during the current year.
To the extent not described here, the rules contained in section 414(q)
of the Code shall apply in determining the number and identity of highly
compensated employees. Notwithstanding any other provision of the Plan, for
purposes of determining the number or identity of highly compensated employees,
employees shall include leased employees as defined in section 414(n)(2) of the
Code.
4. LIMITATIONS ON CONTRIBUTIONS UNDER SECTION 415 OF THE INTERNAL
REVENUE CODE.
A. LIMITATION. Notwithstanding any other provision hereof, the sum
of the Annual Additions (as defined in subparagraph B of this
subparagraph 4) in respect of any employee for any Limitation
Year (as defined in subparagraph C of this subparagraph 4) shall
not exceed the lesser of
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<PAGE> 15
(a) 25% of the employee's Compensation (as defined in
subparagraph D of this subparagraph 4), or
(b) $30,000 (or, if greater, one-quarter of the dollar
limitation in effect under Code Section 415(b)(1)(A) as
adjusted for inflation by the Secretary of the Treasury
pursuant to 415(d) of the Code).
B. ANNUAL ADDITIONS. The Annual Addition in respect of any employee
for any Limitation Year (as defined in subparagraph C of this
subparagraph 4) shall mean the sum for such year of
(a) Company matching contributions and tax-efficient savings
contributions in respect of the employee under this Plan,
plus
(b) the sum of:
(i) the employee's contributions under the Company's
General Retirement Plan (or any similar plan of
a subsidiary or affiliate of the Company),
(ii) the employee's regular savings contributions
that are matched by Company matching
contributions pursuant to paragraph IV.3 hereof,
and
(iii) the employee's regular savings contributions to
this Plan that are not matched by Company
matching contributions.
C. LIMITATION YEAR. For purposes of this paragraph, Limitation Year
shall mean the calendar year.
D. COMPENSATION. As used in subparagraph A(a) of this subparagraph
4, Compensation shall mean the compensation (as defined by
Section 415(c)(3) of the Code and Section 1.415-2(d) of the
Income Tax Regulations) paid or made available to an employee
during the Limitation Year in question.
E. ORDER OF APPLICATION OF LIMITATIONS. If the Annual Addition
taken into account under subparagraph B of this subparagraph
shall exceed, or shall be reasonably projected to exceed, the
limitation of such Annual Addition required by subparagraph A of
this subparagraph, any necessary or appropriate reduction in
employee regular savings contributions, Company matching
contributions or tax-efficient savings contributions shall be
applied, first by reducing amounts contributed as tax-efficient
savings contributions pursuant to subparagraph 2 of paragraph
IV hereof from the Company's Profit Sharing Plan for Salaried
Employees and, if necessary, from the Company's Flexible
Compensation Account, second by reducing the employee regular
savings contributions taken into account under subparagraph
B(b)(iii) of this subparagraph, third by reducing the employee
regular savings contributions taken into account under
subparagraph B(b)(ii) of this subparagraph, and related Company
matching
14
<PAGE> 16
contributions (in the same ratio as provided for Company
matching contributions under subparagraph 3 of paragraph IV
hereof), fourth by reducing tax-efficient savings contributions
that are not matched by Company matching contributions, and fifth
by reducing tax-efficient savings contributions that are matched
by Company matching contributions pursuant to subparagraph 3 of
paragraph IV hereof and related Company matching
contributions (in the same ratio as provided for Company matching
contributions under subparagraph 3 of paragraph IV hereof).
Notwithstanding any other provision of the Plan, in conforming to
the limitations of this subparagraph 4 the aforementioned
reductions in employee regular savings contributions, Company
matching contributions and tax-efficient savings contributions
may be made in less than a full percentage amount and may be
rounded down to the nearest full dollar. Any reduction pursuant
to this paragraph may be effected (i) before the Annual Addition
reaches the limitation required by subparagraph A of this
subparagraph 4 in order to carry out the ordering rule of this
subparagraph, or (ii) with respect to employee regular savings
contributions, retroactively as provided in Section
1.415-6(b)(6)(iv) of the Income Tax Regulations by returning to
the employee such employee regular savings contributions as are
necessary to reduce the employee's Annual Addition to such
limitation, along with any earnings or gains attributable to such
returned contributions. This retroactive reduction shall be made
by a distribution by the Trustee to the employee of securities,
cash, cash value of Common Stock Fund Units or cash value of Bond
Fund Units in the employee's regular savings account that are
attributable to the contributions to be returned, which
contributions shall be those for the most recent month and such
immediately preceding months as may be necessary to complete the
return of contributions, provided that if less than all of such
contributions for a month will complete such return, the
securities, cash, cash value of Common Stock Fund Units and cash
value of Bond Fund Units to be distributed shall be taken from
the employee's account in proportion to the way in which such
contributions had been invested when made.
F. PARTICIPANTS IN PLANS OF SUBSIDIARIES OR AFFILIATED CORPORATIONS.
If a member of this Plan, at any time during the calendar year,
was a participant under any defined contribution plan (as that
term is used in Section 415(c) of the Code) of a subsidiary of
the Company or an affiliated corporation (all such plans being
referred to herein collectively as "affiliate plans"), then the
determination of the Annual Addition in respect of such member
for such calendar year as described in subparagraph B hereof
shall be modified as provided in this subparagraph:
(i) any employer contributions (as that term is used in
Section 415(c)(2)(A) of the Code) and any forfeitures
allocated during such year for the account of such
member under all affiliate plans in respect of services
performed prior to the member's commencement of
participation under this Plan shall be added to
15
<PAGE> 17
the amount determined under subparagraph B of this
subparagraph 4; and
(ii) any employee contributions (as that term is used in
Section 415(c)(2)(B) of the Code) by such member during
such year under all affiliate plans in respect of
services performed prior to the member's commencement of
participation under this Plan shall be taken into
account for purposes of subparagraph B(b) of this
subparagraph 4.
G. COMBINED LIMITATION. If the member is, or was, covered under a
defined benefit plan and defined contribution plan maintained by
the Company, the sum of the member's defined contribution plan
fraction may not exceed 1.0 in any limitation year.
The defined benefit plan fraction is a fraction, the numerator of
which is the sum of the member's projected annual benefits under
all defined benefit plans (whether or not terminated) maintained
by the Company and the denominator of which is the lesser of (i)
1.25 times the dollar limitation of Section 415(b)(1)(A) of the
Code in effect for the limitation year, or (ii) 1.4 times the
member's average compensation for the three consecutive years
that produces the higher average.
The defined contribution plan fraction is a fraction,
the numerator of which is the sum of the annual additions to the
member's account under all defined contribution plans maintained
by the Company (whether or not terminated) for the current and
all prior limitation years, and the denominator of which is the
sum of the lesser of the following amounts determined for such
year and for each prior year of service with the employer (i)
1.25 times the dollar limitation in effect under Section
415(c)(1)(A) of the Code for such year, or (ii) 1.4 times the
amount which may be taken into account under Section 415(c)(1)(B)
of the Code.
Projected annual benefit means the annual benefit to
which the member would be entitled under the terms of the plan,
if the participant continued employment until normal retirement
age (or current age, if later) and the member's compensation for
the limitation year and all other relevant factors used to
determine such benefit remained constant until normal retirement
age (or current age, if later).
If, in any limitation year, the sum of the defined
benefit plan fraction and the defined contribution plan fraction
will exceed 1.0, the rate of benefit accruals under the defined
benefit plan will be reduced so that the sum of the fractions
equals 1.0.
VI. RETURN OF CONTRIBUTIONS IN EXCESS OF LIMITATIONS. Subject to such
regulations as the Committee from time to time may prescribe, a member whose
tax-efficient savings contributions to this Plan and similar contributions to
all other plans in which the member is a participant exceed the limit of $7,000
16
<PAGE> 18
multiplied by the cost-of-living adjustment factor prescribed by the Secretary
of the Treasury for any year may request and receive return of such excess
tax-efficient savings contributions to this Plan for such year and earnings
thereon by submitting a request for return of such excess in this Plan to the
Committee in such form as shall be acceptable to the Committee. Such amounts
contributed for an immediately preceding plan year shall be returned no later
than each April 15 to members who submit such requests to the Committee no
later than the immediately preceding March 1.
Tax-efficient savings contributions and earnings thereon in excess of
the limitations in subparagraph 3 of paragraph V applicable to such
contributions shall be returned to members on whose behalf such contributions
were made for the preceding plan year at such times and upon such terms as the
Committee shall prescribe.
Regular savings contributions and Company matching contributions and
earnings thereon in excess of the limitations in subparagraph 3 of paragraph V
applicable to such contributions shall be returned to members or to the
Company, as the case may be, at such times and upon such terms as the Committee
shall prescribe.
VII. MEMBER'S ELECTION AS TO INVESTMENT OF FUNDS. A member's regular savings
contributions and tax-efficient savings contributions each shall be invested in
one of the following ways as the member shall elect with respect to each:
(a) 100% in Company stock, the Common Stock Fund, the Bond Fund, the
Income Fund, the Current Interest Fund, or
(b) Any combination of the Common Stock Fund, Company stock, the Bond
Fund, the Income Fund and the Current Interest Fund, in whole
multiples of 1%.
A member's initial investment election hereunder shall be stated in his
or her notice of election to participate or Salary Reduction agreement. Each
investment election hereunder shall remain in effect until changed by the
member, and may be changed effective the first day of any month in respect of
regular savings contributions or tax-efficient savings contributions made
thereafter by delivering a notice to the Company on or before the 20th day (or
such later day as the Committee from time to time may determine) of the
preceding month. Company matching contributions shall be invested in Company
stock.
VIII. TRANSFER OF ASSETS TO OTHER INVESTMENT ELECTIONS. Any member may elect,
at such times, in such manner, to such extent and with respect to such assets
as the Committee from time to time may determine, to have the value of
securities, cash, cash value of Common Stock Fund Units and cash value of Bond
Fund Units in such member's regular savings account, tax-efficient savings
account or matching contributions account transferred by being invested in such
other of the ways in which a member's regular savings contributions or
tax-efficient savings contributions may be invested provided, however, that:
17
<PAGE> 19
(a) a member may not transfer the value of amounts credited to his or
her Income Fund subaccount except at such times as the Committee
may determine.
(b) a member may not transfer the value of Company stock in such
member's Company matching contributions account until after the
end of the second calendar year succeeding the year to which such
securities and cash are attributable or, if later, until such
securities and cash shall have vested pursuant to the provisions
of paragraph IX hereof provided, however, that a member whose
employment is terminated may elect to have such transfer made at
any time at or after termination of employment;
(c) a member may make one such transfer election with respect to his
or her regular savings account, one such transfer election with
respect to his or her tax-efficient savings Account, and one such
transfer election with respect to his or her matching
contributions account during each calendar month and, in
addition, a member may elect to transfer the value of amounts
credited to his or her Income Fund subaccount at any such time as
the Committee may determine; and
(d) all such transfer elections shall be subject to such other
regulations as the Committee may prescribe, which may specify,
among other things, application procedures, minimum and maximum
amounts that may be transferred, procedures for determining the
value of assets the subject of a transfer election and other
matters which may include conditions or restrictions applicable
to transfer elections.
IX. VESTING OF ASSETS ATTRIBUTABLE TO COMPANY MATCHING CONTRIBUTIONS. Assets
attributable to Company matching contributions shall vest in accordance with
the following provisions of this paragraph for employees on the active
employment roll on or after January 1, 1989.
Assets attributable to Company matching contributions shall become
non-forfeitable upon the occurrence of the earliest of the following:
(i) attainment by the member of age 65 as an active employee or, if
earlier, attainment by the member of five years of Plan service
before incurring a Plan break in service, as hereinafter defined;
(ii) retirement of the member pursuant to the provisions of any
retirement plan maintained by the Company or a subsidiary of the
Company;
(iii) death of the member prior to termination of employment;
(iv) death or disability of a member who terminates employment with
the Company to enter military service and is therefore unable to
return to work with the Company within the applicable
reinstatement period; or
(v) election by a member in accordance with the provisions of
paragraph XVII to have the assets in such member's account
transferred to the
18
<PAGE> 20
savings plan of a subsidiary by which such member is currently
employed;
provided, however, that assets attributable to Company matching contributions
shall be forfeited upon the occurrence of the following:
(i) termination of employment of the member prior to attainment of
five years of Plan service, as hereinafter defined, for any
reason other than death, retirement pursuant to the provisions of
any retirement plan maintained by the Company or a subsidiary of
the Company, layoff, medical leave or release due to continued
disability after expiration of medical leave; or
(ii) withdrawal by the member prior to attainment of five years of
Plan service, as hereinafter defined, of assets attributable to
regular savings contributions upon which Company matching
contributions are based or withdrawal by the member before the
member attains age 59 1/2 of assets attributable to tax-efficient
savings contributions upon which Company matching contributions
are based except as provided in paragraph XIII, XIV and XVI.
For purposes of this paragraph IX, no termination of employment by a member
shall be deemed to have occurred in any instance
(i) where, not later than 30 days after the occurrence of an event
which in the absence of this provision would constitute a
termination of his or her employment hereunder, he or she becomes
regularly employed by an Affiliated Corporation, or
(ii) where the member shall be laid off due to a reduction in force, or
(iii) where the member shall be released due to his or her continued
disability, or
(iv) where the member shall be granted a military leave of absence,
and either (A) the member's employment subsequently is reinstated
under then applicable personnel policies of the employer or (B)
within the period so provided for reinstatement, the member
either dies, becomes eligible for a retirement benefit under the
provisions of any Retirement Plan, or
(v) where the member shall have become employed by a subsidiary of
the Company.
A "year of plan service" means a calendar year in which the member has
completed four or more months of plan service.
A "month of plan service" means a calendar month for which the member is
paid for one or more hours for the performance of duties, laid off, released
due to continued disability after expiration of medical leave or on a medical,
maternity, adoption or personal leave of absence (excluding educational, public
office, and geographical move leaves of absence).
19
<PAGE> 21
A "plan break in service" occurs after five consecutive one year
breaks-in-service.
A "one year break-in-service" occurs when a member does not complete at
least two months of plan service in a calendar year.
If a member incurs a plan break in service, such member must commence
accumulating sufficient service under the Plan after such break in service to
meet the vesting requirements specified above.
If a member is required to forfeit assets attributable to Company
matching contributions as a result of a withdrawal by the member, then such
member may subsequently elect to return such a withdrawal to the Plan and have
the assets attributable to Company matching contributions restored to his or
her account as provided in subparagraph 6 of paragraph XVI.
X. MEMBER'S ACCOUNT IN TRUST FUND. At such times as the Trustee shall require
in connection with the Trustee's purchases of Company stock pursuant to the
provisions of paragraph XXII hereof, but not later than 30 days after the last
day of each month, the Company shall pay to the Trustee (a) the employee
regular savings contributions for such month, (b) the Company matching
contribution for such month less any amount then to be applied to reduce
Company matching contributions pursuant to the provisions of paragraph XXIII
hereof, (c) the tax-efficient savings contributions for such month, and (d) the
amounts of payments by members with respect to loans and interest thereon
pursuant to paragraph XII hereof, provided, however, that employee regular
savings contributions, tax-efficient savings contributions and loan and
interest payments for such month to be invested in the Common Stock Fund, in
the Bond Fund, in the Income Fund or in the Current Interest Fund shall be paid
to the Trustee on or as soon as practicable after the last day of such month.
Upon receipt of such payments by the Trustee, the aggregate amount of such
payments (and earnings thereon, as from time to time received by the Trustee)
shall be credited to the respective accounts of the members, and the Trustee
shall hold, invest and dispose of the same as provided in the Plan. Amounts
credited to a member's Company matching contributions account for a month shall
be credited first in respect of any such tax-efficient savings contributions as
shall have been made for the member for such month and then, to the extent that
the amount so credited does not equal the total amount to be credited to the
member's Company matching contributions account for such month, the remainder
shall be credited in respect of such employee's regular savings contributions
as shall have been made by the member for such month. A member shall not have
any interest in or right or power in respect of Company matching contributions
or earnings thereon, whether or not credited to his or her account, except as
provided in the Plan.
XI. INVESTMENT OF DIVIDENDS, INTEREST, ETC. Cash dividends and the cash
proceeds of any other distribution received on Company stock shall be invested
in Company stock. Cash dividends and the cash proceeds of any other
distribution in respect of Common Stock Fund, Current Interest Fund or Bond
Fund investments shall be invested pursuant to paragraph XVIII hereof
applicable to the Common Stock Fund, the Current Interest Fund and the Bond
Fund, respectively.
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XII. BORROWINGS WITH RESPECT TO ASSETS ATTRIBUTABLE TO TAX-EFFICIENT SAVINGS
CONTRIBUTIONS. Subject to such regulations as the Committee from time to time
may prescribe, a member may apply for and receive a loan from the Plan in an
amount not exceeding in the aggregate the value, at the time of any such loan,
of the securities, cash (except any amount credited to such member's Income
Fund subaccount), cash value of the Common Stock Fund Units and cash value of
the Bond Fund Units in his or her tax-efficient savings account that are
attributable to tax-efficient savings contributions made on his or her behalf
and that the member shall have designated to be used to provide the amount of
the loan.
All such loans shall (i) be available to all members on a reasonably
equivalent basis, (ii) be adequately secured and (iii) bear a reasonable rate
of interest and be subject to such other requirements, including repayment
terms, as the Committee from time to time may prescribe, provided, however,
that (a) the entire amount of any such loan and all amounts of related interest
must be repaid not later than 60 months (or, when permitted by law, such later
date as the Committee may determine) after the month in which the loan is
effective and (b) repayments shall be made by a member from his or her salary
by payroll deductions or in such other manner as the Committee may prescribe.
All such requirements shall be applicable on a uniform and non-discriminatory
basis to all members who may apply for such loans.
Amounts paid by a member, including interest payments, with respect to
any such loan shall be credited to a loan subaccount in such member's
tax-efficient savings account. Amounts in the loan subaccount shall be
invested in accordance with such regulations as the Committee from time to time
may prescribe.
XIII. WITHDRAWAL BY MEMBER OF ASSETS PRIOR TO TERMINATION OF EMPLOYMENT.
1. TAX-EFFICIENT SAVINGS. A member shall not be permitted to withdraw
prior to his or her termination of employment all or any portion of the
securities, cash, cash value of the Common Stock Fund Units and cash value of
the Bond Fund Units in the member's tax-efficient savings account attributable
to tax-efficient savings contributions, provided, however, that such withdrawal
shall be permitted subject to the conditions in paragraph XVI (i) at any time
after the member shall have attained age 59-1/2 or (ii) prior to attaining age
59-1/2, if (a) the withdrawal is made on account of an immediate and heavy
financial need of the member and is necessary to satisfy such financial need or
(b) the requirements of safe harbors as provided in regulations promulgated by
the Internal Revenue Service are met provided, however, that any withdrawal on
account of financial hardship cannot exceed the value of tax-efficient savings
assets as of December 31, 1988 plus the dollar amount of tax-efficient savings
contributions made to the account of the member thereafter, exclusive of
earnings thereon, and provided, further, that in the event of any withdrawal by
a member prior to attaining age 59 1/2, such member shall not be permitted to
make contributions to the Plan for a period of 12 months succeeding the date of
any withdrawal of assets. The assets so withdrawn shall be delivered to the
member as soon as practicable after the effective date of the withdrawal.
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<PAGE> 23
2. REGULAR SAVINGS. Subject to the conditions in paragraph XVI, at any
time or from time to time prior to termination of employment, a member may
withdraw all or part of the securities, cash, cash value of the Common Stock
Fund units and cash value of the Bond Fund Units in his or her regular savings
account that are attributable to his or her employee regular savings
contributions or earnings thereon provided, however, that such member shall not
be permitted to make contributions to the Plan for a period of 12 months
succeeding the date of any withdrawal of assets on which the Company match is
based if such withdrawal is made within two years following the end of the year
in which such contributions were made.
3. COMPANY MATCHING. Subject to the conditions in paragraph XVI,a
member may withdraw all or part of the securities, cash, cash value of the
Common Stock Fund Units and cash value of the Bond Fund Units in his or her
Company matching account that are attributable to Company matching
contributions or earnings thereon at any time and from time to time prior to
termination of employment to the extent such assets shall have vested pursuant
to the provisions of paragraph IX provided, however, that no such withdrawal
shall be permitted for two years following the end of the year in which Company
matching contributions were made.
XIV. WITHDRAWAL BY MEMBER OF ASSETS AT OR AFTER TERMINATION OF EMPLOYMENT.
Subject to the conditions in paragraph XVI, a member who has terminated
employment for any reason (whether voluntary or by discharge, with or without
cause), may elect to withdraw all or part of the securities, cash, cash value
of the Common Stock Fund Units and cash value of the Bond Fund Units in his or
her regular savings account and tax-efficient savings account and the
securities, cash, cash value of the Common Stock Fund Units and cash value of
Bond Fund Units in his or her Company matching account to the extent the same
shall have vested as provided in paragraph IX. Such assets shall be delivered
to the member as soon as practicable after receipt by the Company of a request
for withdrawal made by the member at or after termination of employment.
XV. DISTRIBUTION BY THE PLAN OF ASSETS AT OR AFTER TERMINATION OF EMPLOYMENT
OR UPON ATTAINMENT OF AGE 70 1/2. Distribution by the Plan of all assets in a
member's account, including assets attributable to Company matching
contributions to the extent such assets shall have vested, shall be governed by
the following provisions:
1. TERMINATION OF EMPLOYMENT. In the case of a member's termination of
employment for any reason (whether voluntary or by discharge, with or without
cause), the securities, cash, cash value of the Common Stock Fund Units and
cash value of the Bond Fund Units in his or her regular savings account and
tax-efficient savings account and the securities, cash, cash value of the
Common Stock Fund Units and cash value of Bond Fund Units in his or her Company
matching account to the extent the same shall have vested as provided in
paragraph IX shall be delivered to the member as soon as practicable after the
end of the year in which such member attains age sixty-five (65) or the date on
which such member attains age seventy (70) if the member shall have elected
deferral to age seventy (70) provided, however, that in the case of a
distribution to a member who has attained age sixty-five (65), distribution
shall be made no later than the 60th day after the close of the year in which
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<PAGE> 24
the member attains age sixty-five (65). In the event of death of the member,
distribution shall be made to such member's beneficiaries hereunder as soon as
practicable after notice of such member's death is received by the Company.
If any loan is in default as of the end of any year, the entire balance of such
loan shall be treated as a distribution under the Plan as of the end of such
year.
2. ATTAINMENT OF AGE 70-1/2 BY AN EMPLOYEE WHO HAS NOT TERMINATED
EMPLOYMENT. In the case of a member who has attained age seventy and one-half
(70-1/2) on or after January 1, 1988 and who has not terminated employment,
distribution of the securities, cash, cash value of the Common Stock Fund and
cash value of Bond Fund Units in his or her account shall begin not later than
April 1 of the calendar year following the calendar year in which the member
attains age seventy and one-half (70-1/2) and shall be made over a period of
fifteen (15) years; upon termination of such member's employment, the assets
remaining in the member's account shall be distributed. Such distribution
shall be made in accordance with regulations prescribed by the Secretary of the
Treasury and subject to such regulations as the Committee may prescribe.
XVI. CONDITIONS APPLICABLE TO WITHDRAWALS AND DISTRIBUTIONS.
1. Each withdrawal shall be made as of the last day of a calendar
month, upon the member's written request delivered to the Company
on or before the 20th day (or such later day as the Committee
from time to time may determine) of such month. The securities,
cash, cash value of the Common Stock Fund Units and cash value of
Bond Fund Units being withdrawn shall be delivered to the member
as soon as practicable after the effective date of the
withdrawal.
2. Upon and in accordance with each such request for withdrawal,
there shall be delivered to the member the securities, cash, cash
value of the Common Stock Fund Units and cash value of the Bond
Fund Units in his or her regular savings account, which are
attributable to his or her regular savings contributions or
earnings thereon or in his or her tax-efficient savings account,
which are attributable to his or her tax-efficient savings or
earnings thereon, or in his or her Company matching contributions
account. To the extent that any amounts of securities and cash
in his or her Company matching contributions account were
credited in respect of such regular savings contributions or
tax-efficient savings contributions, the same not being vested
shall be forfeited and shall be applied as provided in paragraph
XXIII hereof.
3. Each distribution shall be made as of the last day of a calendar
month and the securities, cash, cash value of the Common Stock
Fund Units and cash value of the Bond Fund Units being
distributed shall be delivered to the member as soon as
practicable after the effective date of the distribution.
4. Subject to the provisions of paragraph XXII hereof, and subject
to such regulations as the Committee from time to time may
prescribe, a
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<PAGE> 25
member requesting a withdrawal or required to receive a
distribution may agree to sell to the Trustee for purposes of the
Plan all full shares of Company stock covered by his or her
withdrawal request or included in a distribution, such sale to be
at a price per share equal to the market value of Company stock
on the effective date of the withdrawal or distribution. The
member so agreeing shall pay all applicable transfer taxes
incident to the sale of such shares to the Trustee, and the
amount thereof may be deducted from the payment made by the
Trustee to the member.
5. In the case of a distribution of assets pursuant to subparagraph
4E of paragraph V hereof that is made from a member's regular
savings account or tax-efficient savings account, to the extent
that any amounts of securities and cash in the member's Company
matching contributions account had been credited in respect of
the employee's regular savings or tax-efficient savings
contributions to which such assets are attributable, the same not
being vested shall be forfeited and shall be applied as provided
in paragraph XXIII hereof.
6. REDEPOSITS. If a withdrawal is made by a member from his or her
regular savings account or tax-efficient savings account pursuant
to the provisions of paragraph XIII or XIV and prior to the date
on which related Company matching contributions and earnings
thereon have vested as determined pursuant to the provisions of
paragraph IX hereof, such member may subsequently elect to return
to the Plan in a lump sum in cash the value as of the effective
date of withdrawal of the securities and cash delivered pursuant
to paragraph XIII or XIV and thereby have restored to his or her
Company matching contributions account securities and cash having
a value equal to the value, as of the effective date of
withdrawal, of the securities and cash attributable to Company
matching contributions or earnings thereon that had been
forfeited. Any such return shall be made not later than the end
of the five-year period beginning with the effective date of
withdrawal or, if the member ceases to be employed by a
Participating Company, not later than the end of a period of five
consecutive plan years, beginning with the plan year in which the
termination of employment occurred, during which the member is
not employed on the last day of each plan year. For purposes of
determining whether a member has not been employed for five
consecutive plan years, any year in which the member is absent on
the last day of the year by reason of pregnancy of the member,
birth of a child of the member, placement of a child with the
member in connection with the adoption of such child by such
member, or for purposes of child care immediately following such
birth or placement shall be disregarded. Termination of
employment for purposes of this subparagraph 6 shall mean, in the
case of a member who is laid off because of a reduction in force,
the later of the date on which such layoff begins or the
effective date of withdrawal pursuant to the provisions of
paragraph XIII or XIV by such member.
If any such return is made on or before December 31 of the year
in which the effective date of withdrawal occurs, the securities
and
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cash attributable to the amount so returned or so restored shall
be included in the plan year from which the withdrawal was made
and if made after such December 31, in the plan year which
succeeds the plan year from which withdrawal was made by one year
for each December 31 that occurs on or after the effective date
of the withdrawal and prior to the date of such return.
The amount of cash so returned and any Company stock or Common
Stock Fund Units or Bond Fund Units acquired therewith shall be
treated as employee regular savings contributions for purposes of
determining the extent to which securities and cash attributable
to Company matching contributions or earnings thereon have vested
pursuant to paragraph IX, subsequent distributions or withdrawals
pursuant to paragraph XIII or paragraph XIV, reporting to members
pursuant to paragraph XIX and voting of Company stock pursuant to
paragraph XXIV. The securities and cash so restored shall be
treated as attributable to Company matching contributions for all
purposes of the Plan.
The cash so returned shall be invested in Company stock, the
Common Stock Fund, the Bond Fund, the Income Fund or the Current
Interest Fund according to the values of such investments at the
effective date of the withdrawal, at the same time that the
Trustee invests contributions made during the month in which such
return is made.
Upon such return, the restored securities and cash shall vest and
shall continue to vest as provided in paragraph IX hereof.
7. ROLLOVERS. A member who receives a withdrawal or is required to
receive a distribution may elect to have the Trustee transfer
directly to an Individual Retirement Account ("IRA") of the
member or to another employer's qualified plan in which the
member is a participant all or part of the assets included in the
withdrawal or distribution, including Company stock, except any
portion of (i) a withdrawal or distribution otherwise required to
be made to an active employee after attainment of age 70 1/2 and
(ii) the withdrawal that constitutes a return of the member's
regular savings contributions. Any transfer shall be subject to
such regulations as the Committee from time to time may
prescribe. The member shall designate the IRA or other
employer's qualified plan to which assets are to be transferred
and transfer shall be made subject to acceptance by the
transferee plan or IRA.
8. For purposes of any distribution of assets in a member's account
pursuant to paragraph XV, the securities, cash, cash value of the
Common Stock Fund Units and cash value of the Bond Fund Units in
his or her account shall be reduced by the balance of any loan
made to such member as provided in paragraph XII hereof and
interest thereon that is unpaid at the effective date of such
distribution.
9. Assets held for the benefit of an alternate payee pursuant to a
qualified domestic relations order as defined by section 414(p)
of the Code and section 206(d) of ERISA shall be distributed
prior to
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<PAGE> 27
the date on which assets would be distributed to a member if such
order so requires provided that such order requires distribution
of all assets held for the benefit of such alternate payee.
10. In the event that distribution to a member or his or her
beneficiary or beneficiaries cannot be made because the identity
or location of such member or such beneficiary or beneficiaries
cannot be determined after reasonable efforts and if the assets
in such member's account for that reason remain undistributed for
a period of one year, the Committee may direct that the assets in
such member's account and all further benefits with respect to
such person shall be forfeited and all liability for the payment
thereof shall terminate provided, however, that in the event that
the identity or location of the member or beneficiary is
subsequently determined, the value of the assets in such member's
account at the date of forfeiture shall be paid by the Company to
such person in a single sum. The value of the assets so
forfeited shall be applied, as soon as practicable, to reimburse
the Company for its expense in administering the Plan. For such
purposes, the value of the securities, cash, cash value of Common
Stock Fund Units and cash value of Bond Fund Units shall be
determined as of the date of the forfeiture, any Company stock to
be valued at a price per share equal to the average of the
highest price and the lowest price at which shares of Company
stock are sold on the date of such forfeiture or application or,
if no such sales were made on such date, on the next preceding
day on which there were such sales, in either case as reported in
the Composite Quotation Listing.
11. TERMINATION OF EMPLOYMENT.
For purposes of paragraphs XIII, XIV and XV, no termination of
employment by a member shall be deemed to have occurred in any
instance
(i) where, not later than 30 days after the occurrence of an
event which in the absence of this provision would
constitute a termination of his or her employment
hereunder, he or she becomes regularly employed by an
Affiliated Corporation, or
(ii) where the member shall have been laid off due to a
reduction in force, or
(iii) where the member shall have been released due to the
member's continued disability, or
(iv) where the member shall have been granted a military
leave of absence, and either (A) the member's employment
subsequently is reinstated under then applicable
personnel policies of the employer or (B) within the
period so provided for reinstatement, the member either
dies, becomes eligible for a retirement benefit under
the provisions of any Retirement Plan, or
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<PAGE> 28
(v) where the member shall have become employed by a
subsidiary of the Company.
XVII. TRANSFER OF ASSETS TO SAVINGS PLAN OF A SUBSIDIARY BY WHICH MEMBER
IS EMPLOYED. Subject to such administrative requirements as the Committee
shall from time to time establish and subject to acceptance by the transferee
plan, a member may elect to have transferred from the Plan all, but not less
than all, amounts, either in the form of cash or Ford stock, in such member's
accounts under the Plan to a savings plan of a subsidiary where such member is
employed at the time of transfer. Any unvested assets in the transferred
employee's account under the Plan would be fully vested upon transfer of a
member to a subsidiary and election by the employee to have amounts in the
member's accounts under the Plan transferred to a savings plan of such
subsidiary. Such an election may be made within a period of one year following
transfer of employment or, if later, September 30, 1995.
XVIII. COMMON STOCK FUND, INCOME FUND, CURRENT INTEREST FUND AND BOND FUND.
1. COMMON STOCK FUND. The Trustee shall establish and administer the
Common Stock Fund in accordance with the following:
(a) INVESTMENTS. The Trustee shall invest the employee regular
savings contributions, tax-efficient savings contributions and
earnings thereon received for the accounts of members who elect
to invest in the Common Stock Fund in accordance with
instructions of a person, company, corporation or other
organization appointed by the Company. The Trustee may be
appointed for such purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and yield
performance of the publicly traded common stocks (i) of the 500
corporations included in Standard and Poor's 500 Index and (ii)
of the corporations having capitalizations of at least $100
million as publicly reported from time to time and not included
in the Standard and Poor's 500 Index. Assets shall be invested
in the common stock of each of such corporations in the same
percentage weighting as the capitalization of such corporation is
as a percentage of the total of the capitalizations of all of
such corporations.
Investments of all or a portion of Common Stock Fund assets may
be made in any common, collective or commingled fund when, in the
opinion of the Trustee, such investments are consistent with the
objective of the Common Stock fund. A portion of the funds of
the Common Stock Fund may be held in cash or invested in
short-term obligations when deemed advisable by the Trustee.
Securities may be sold without regard to the length of time they
have been held. A different market index of publicly traded
common stocks may be selected by the Company for investments of
Common Stock Fund assets in the event Standard and Poor's
Corporation discontinues its 500 Index or for other reasons.
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<PAGE> 29
(b) COMMON STOCK FUND UNITS. Members shall have no ownership in any
particular asset of the Common Stock Fund. The Trustee shall be
the sole owner of all Common Stock Fund assets. Proportionate
interests in the Common Stock Fund shall be expressed in Common
Stock Fund Units. All Common Stock Fund Units shall be of equal
value and no Common Stock Fund Unit shall have priority or
preference over any other. Common Stock Fund Units shall be
credited by the Trustee to accounts of members as of each
valuation date.
(c) COMMON STOCK FUND UNIT PRICES. The term "Common Stock Fund Unit
Price," as used herein, shall mean the value in money of an
individual Common Stock Fund Unit expressed to the nearest cent.
The Common Stock Fund Unit Price as of March 31, 1986 was $10.
Thereafter, the Common Stock Fund Unit Price has been and shall
be redetermined each valuation date. Valuation dates shall be
the last day of each month, if such day is a trading day of the
New York Stock Exchange, or the trading day of the New York Stock
Exchange next preceding such day, if such day is not a trading
day of the New York Stock Exchange. The Common Stock Fund Unit
Price for each valuation date shall be determined by dividing the
net asset value of the Common Stock Fund on such valuation date
by the number of Common Stock Fund Units outstanding on such
valuation date. Common Stock Fund Unit Prices shall be
determined before giving effect to any distribution or withdrawal
and before crediting contributions to members' accounts effective
as of any valuation date. Net asset value of the Common Stock
Fund shall be computed as follows:
(i) Securities listed on a national stock exchange shall be
valued at the closing price on the valuation date, or,
if no sales were made on that date, at the closing
price on the next preceding day on which sales were
made, in either case as reported in the Composite
Quotation Listing.
(ii) Securities traded only in over-the-counter markets
shall be valued at the mean of the closing bid prices
as listed in a publication or publications selected by
the Trustee for the valuation date, or the next
preceding day for which such prices are available, if
not available for the valuation date.
(iii) All other assets of the Common Stock Fund, including
any interest in a common, collective or commingled
fund, shall be valued at the fair market value as of
the close of business on the valuation date. Fair
market value shall be determined by the Trustee in the
reasonable exercise of its discretion, taking into
account values supplied by a generally accepted pricing
or quotation service or quotations furnished by one or
more reputable sources, such as securities dealers,
brokers, or investment bankers, values of comparable
property, appraisals or other relevant information and,
in the case of a common, collective or commingled fund,
fair market value shall be the unit value of such fund
for a date the same as the valuation date, or as close
thereto as practicable.
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<PAGE> 30
(iv) Common Stock Fund Units credited to members' accounts
with respect to employee regular savings contributions,
or tax-efficient savings contributions made during any
month shall be credited at the Common Stock Fund Unit
Price determined as of the valuation date for the end
of the month for which such contributions were made.
Common Stock Fund Units withdrawn or distributed shall
be valued at the Common Stock Fund Unit Price for the
valuation date coinciding with the effective date of
such withdrawal or distribution.
(v) Investment transactions, income and any expenses
chargeable to the Common Stock Fund will be accounted
for on an accrual basis.
(d) DISTRIBUTION AND WITHDRAWAL FROM COMMON STOCK FUND. The cash
value of Common Stock Fund Units shall be distributed to members
or may be withdrawn by members only in accordance with paragraphs
XIII, XIV and XV hereof. All distributions and withdrawals shall
be only in cash.
(e) VOTING STOCK. The Trustee shall be entitled, itself or by proxy,
to vote in its discretion all shares of voting stock in the
Common Stock Fund.
(f) REGISTERED NAME. Securities held in the Common Stock Fund may be
registered in the name of Trustee or its nominee.
2. INCOME FUND.
(a) For each member who elects pursuant to paragraph VII to have such
employee regular savings contributions or tax-efficient savings
contributions invested in the Income Fund or for whom a transfer
is made to the Income Fund as provided in paragraph VIII hereof,
the Trustee shall establish an Income Fund subaccount or
subaccounts, which shall be parts of the member's accounts under
the Plan, and shall credit to such subaccounts the sums so to be
transferred or invested under such member's election or
elections. As soon as practicable following receipt of any
employee regular savings contributions or tax-efficient savings
contributions to be invested in the Income Fund and as soon as
practicable following the effective date of any transfer made as
provided in paragraph VIII hereof, the Trustee shall pay to an
Income Fund Manager a sum equal to the sum so credited to the
member's subaccount.
(b) The Trustee periodically shall credit to the appropriate Income
Fund subaccount of such member proportionate amounts of any
increases in the total amount credited to the account of the
Trustee under the applicable Income Fund Contract (other than
increases due to payments by the Trustee to the Income Fund
Manager).
(c) In the event that the total amount credited at any time to the
account of the Trustee under the applicable Income Fund Contract
is reduced for any reason (other than by reason of payments by
the
29
<PAGE> 31
Income Fund Manager to the Trustee for distributions to or
withdrawals by members pursuant to the Plan), the Trustee shall
reduce the total amount credited to the Income Fund subaccount or
subaccounts of each member by a proportionate amount.
(d) Cash credited to members' subaccounts in the Income Fund shall be
distributed to members or may be withdrawn by members only in
accordance with paragraphs XIII, XIV or XV hereof.
(e) The Company shall enter into one or more Income Fund Contracts
with one or more insurance companies or other organizations to
the extent that such Income Fund Contracts are available for
members electing the Income Fund option provided in this
subparagraph 2 of paragraph XVIII.
3. CURRENT INTEREST FUND. The Trustee shall establish and manage
the Current Interest Fund in accordance with the following:
(a) For each member who elects pursuant to paragraph VII to have such
employee regular savings contributions, or tax-efficient savings
contributions, invested in the Current Interest Fund or for whom
a transfer is made as provided in paragraph VIII, the Trustee
shall establish a Current Interest Fund subaccount or
subaccounts, which shall be parts of the member's accounts under
the Plan, and shall credit to such subaccounts the sums so to be
invested or transferred under such member's election or
elections. As soon as practicable following receipt of any
employee regular savings contributions or tax-efficient savings
contributions to be invested in the Current Interest Fund and as
soon as practicable following the effective date of any transfer
made as provided in paragraph VIII, the Trustee shall invest in
the Current Interest Fund a sum equal to the sum so credited to
the appropriate subaccount of the member.
(b) INVESTMENTS. The Trustee shall invest the employee regular
savings contributions, tax-efficient savings contributions, and
earnings thereon, received for the accounts of members who elect
to invest in the Current Interest Fund according to the advice
of the Current Interest Fund Advisor, such assets to be invested
in money market obligations or the equivalent thereof, with the
goal of maximization of current income to the extent consistent
with the preservation of capital, such investments to be made in
debt obligations consisting of marketable securities issued by
the United States Government or its agencies or
instrumentalities, domestic bank certificates of deposit, bankers
acceptances and high grade commercial paper and other money
market obligations or the equivalent thereof, of a quality
comparable to the foregoing. Securities may be sold without
regard to the length of time they have been held. Investments
shall be subject to such additional restrictions as from time to
time shall be provided in the agreement designating or appointing
the Current Interest Fund Advisor.
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<PAGE> 32
(c) The Trustee periodically shall credit to the appropriate Current
Interest Fund subaccount of such member proportionate amounts of
any increases in the total value of the Current Interest Fund
(other than increases due to increases in the amount of
contributions invested in, or amounts transferred to, the Current
Interest Fund).
(d) In the event that the total value of the Current Interest Fund is
reduced for any reason (other than by reason of distributions to
or withdrawals or transfers by members pursuant to the Plan), the
Trustee shall reduce the total amount credited to the Current
Interest Fund subaccount or subaccounts of each member by a
proportionate amount.
(e) Cash credited to members' subaccounts in the Current Interest
Fund shall be distributed to members or may be withdrawn or
transferred by members only in accordance with paragraphs XIII,
XIV or XV hereof.
(f) CURRENT INTEREST FUND VALUE. The term "Value" as used herein
shall mean the value in money of the net assets in the Current
Interest Fund. The Current Interest Fund Value shall be
determined each valuation date. Valuation dates shall be the
last day of each month, if such day is a trading day of the New
York Stock Exchange, or the trading day of the New York Stock
Exchange next preceding such day, if such day is not a trading
day of the New York Stock Exchange. Current Interest Fund Values
shall be determined before giving effect to any distribution or
withdrawal and before crediting contributions or transfers to
members' accounts effective as of any valuation date. The Value
of the Current Interest Fund shall be computed as follows:
(i) Securities listed on a national exchange shall be
valued at the closing price on the valuation date, or,
if no sales were made on that date, at the closing
price on the next preceding day on which sales were
made, in either case as reported in the Composite
Quotation listing.
(ii) Securities traded only in over-the-counter markets
shall be valued at the mean of the closing bid prices
as listed in a publication or publications selected by
the Trustee for the valuation date, or the next
preceding day for which such prices are available, if
not available for the valuation date.
(iii) All other assets of the Current Interest Fund shall be
valued at the fair market value as of the close of
business on the valuation date. Fair market value
shall be determined by the Trustee in the reasonable
exercise of its discretion, taking into account values
supplied by a generally accepted pricing or quotation
service or quotations furnished by one or more
reputable sources, such as securities dealers, brokers,
or investment bankers, values of comparable property,
appraisals or other relevant information.
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<PAGE> 33
(iv) Investment transactions, income and any expenses
chargeable to the Current Interest Fund will be
accounted for on an accrual basis.
(g) REGISTERED NAME. Securities held in the Current Interest Fund
may be registered in the name of the Trustee or its nominee.
4. BOND FUND. The Trustee shall establish and administer the Bond Fund
in accordance with the following:
(a) INVESTMENTS. The Trustee shall invest the employee regular
savings contributions, tax-efficient savings contributions and
earnings thereon received for the accounts of members who elect
to invest in the Bond Fund in accordance with instructions of a
person, company, corporation or other organization appointed by
the Company. The Trustee may be appointed for such purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and yield
performance of the Lehman Brothers Aggregate Index (the "Lehman
Aggregate Index"). Assets shall be invested in a portfolio of
Treasury notes and bonds, corporate notes and bonds and
mortgage-backed securities and other securities that, in the
aggregate, typify the securities that are included in the Lehman
Aggregate Index.
Investments of all or a portion of Bond Fund assets may be made
in any common, collective or commingled fund maintained by the
Trustee or the person, company, corporation or other organization
appointed by the Company to manage all or a portion of the Bond
Fund when, in the opinion of the Trustee or the person, company,
corporation or other organization appointed by the Company to
manage all or a portion of the Bond Fund, such investments are
consistent with the objective of the Bond Fund. To the extent
that assets are so invested, they shall be subject to the terms
and conditions of the Declaration of Trust of such common,
collective or commingled fund, as amended from time to time. A
portion of the funds of the Bond Fund may be held in cash or
invested in short-term obligations when deemed advisable by the
Trustee. Securities may be sold without regard to the length of
time they have been held. A different market index of publicly
traded fixed income securities may be selected by the Company for
investments of Bond Fund assets in the event the Lehman Aggregate
Index is discontinued or for other reasons.
(b) BOND FUND UNITS. Members shall have no ownership in any
particular asset of the Bond Fund. The Trustee shall be the sole
owner of all Bond Fund assets. Proportionate interests in the
Bond Fund shall be expressed in Bond Fund Units. All Bond Fund
Units shall be of equal value and no Bond Fund Unit shall have
priority or preference over any other. Bond Fund Units shall be
credited by the Trustee to accounts of members as of each
valuation date.
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(c) BOND FUND UNIT PRICES. The term "Bond Fund Unit Price," as used
herein, shall mean the value in money of an individual Bond Fund
Unit expressed to the nearest cent. The Bond Fund Unit Price as
of January 1, 1993 was $10. Thereafter, the Bond Fund Unit Price
has been and shall be redetermined each valuation date.
Valuation dates shall be the last day of each month, if such day
is a day on which Federal Reserve Banks are open for trading, or
the day next preceding such day on which Federal Reserve Banks
are open for trading, if such day is not a day on which Federal
Reserve Banks are open for trading. The Bond Fund Unit Price for
each valuation date shall be determined by dividing the net asset
value of the Bond Fund on such valuation date by the number of
Bond Fund Units outstanding on such valuation date. Bond Fund
Unit Prices shall be determined before giving effect to any
distribution or withdrawal and before crediting contributions to
members' accounts effective as of any valuation date. Net asset
value of the Bond Fund shall be computed as follows:
(i) All assets of the Bond Fund, including any interest in
a common, collective or commingled fund, shall be
valued at the fair market value as of the close of
business on the valuation date. Fair market value
shall be determined by the Trustee in the reasonable
exercise of its discretion, taking into account values
supplied by a generally accepted pricing or quotation
service or quotations furnished by one or more
reputable sources, such as securities dealers, brokers,
or investment bankers, values of comparable property,
appraisals or other relevant information and, in the
case of a common, collective or commingled fund, fair
market value shall be the unit value of such fund for a
date the same as the valuation date, or as close
thereto as practicable.
(ii) Bond Fund Units credited to members' accounts with
respect to employee regular savings contributions, or
tax-efficient savings contributions made during any
month shall be credited at the Bond Fund Unit Price
determined as of the valuation date for the end of the
month for which such contributions were made. Bond
Fund Units withdrawn or distributed shall be valued at
the Bond Fund Unit Price for the valuation date
coinciding with the effective date of such withdrawal
or distribution.
(iii) Investment transactions, income and any expenses
chargeable to the Bond Fund will be accounted for on
an accrual basis.
(d) DISTRIBUTION AND WITHDRAWAL FROM BOND FUND. The cash value of
Bond Fund Units shall be distributed to members or may be
withdrawn by members only in accordance with paragraphs XIII, XIV
or XV hereof. All distributions and withdrawals shall be only in
cash.
(e) REGISTERED NAME. Securities held in the Bond Fund may be
registered in the name of the Trustee or its nominee.
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XIX. MEMBER'S ANNUAL STATEMENT. As soon as practicable after the end of each
calendar year, there shall be furnished to each member a statement as of the
end of such year of the securities, cash, Common Stock Fund Units and Bond Fund
Units in his or her account or accounts and the Common Stock Fund Unit Price
and the Bond Fund Unit Price as of the year-end valuation date. Such
statements shall be deemed to have been accepted by the member and his or her
beneficiaries designated hereunder as correct unless written notice to the
contrary shall be received by the Company within 30 days after the mailing of
such statement to the member.
XX. NOTICES, ETC. All notices, statements and other communications from the
Trustee or a Participating Company to an employee, member or designated
beneficiary required or permitted hereunder shall be deemed to have been duly
given, furnished, delivered or transmitted, as the case may be, when delivered
to (or when mailed by first-class mail, postage prepaid and addressed to) the
employee, member or beneficiary at his or her address last appearing on the
books of such Participating Company.
All notices, instructions and other communications from an employee or
member to the Company or Trustee required or permitted hereunder (including
without limitation payroll deduction authorizations, Salary Reduction
agreements and changes and terminations thereof, investment and other
elections, requests for withdrawal or loans and designations of beneficiaries
and revocations and changes thereof) shall be in the respective forms from time
to time prescribed therefor by the Committee, shall be mailed by first-class
mail or delivered to such location as shall be specified in regulations or upon
the forms prescribed by the Committee and shall be deemed to have been duly
given and delivered upon receipt by the Company or Trustee, as the case may be,
at such location.
From time to time as necessary to facilitate the administration of the
Plan and the trust created thereunder, the Company, the Trustee and the
Committee shall deliver to each other copies or consolidations of such notices,
instructions or other communications in respect of the Plan or such trust as it
may receive from employees, members or beneficiaries.
XXI. TRUSTEE. The Company, by action of its Vice President - Employee
Relations, Vice President - Finance and Treasurer and Vice President - General
Counsel shall appoint one or more individuals or corporations to act as Trustee
under the Plan, and at any time may remove the Trustee and appoint a successor
Trustee. The Company may, without reference to or action by any employee,
member or beneficiary or any other Participating Company, enter into such Trust
Agreement with the Trustee and from time to time enter into such further
agreements with the Trustee or other parties, make such amendments to such
Trust Agreement or further agreements and take such other steps and execute
such other instruments as the Company in its sole discretion may deem necessary
or desirable to carry the Plan into effect or to facilitate its administration.
The Trustee and the Company may by mutual agreement in writing arrange
for the delegation by the Trustee to the Committee of any of the functions of
the Trustee, except the custody of assets, the voting of Company stock held by
the Trustee and the purchase and sale or redemption of securities.
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XXII. PURCHASES OF SECURITIES BY THE TRUSTEE. Employee regular savings
contributions, tax-efficient contributions and Company matching contributions
and earnings thereon in the accounts of members shall be invested by the
Trustee as soon as practicable after receipt thereof by the Trustee, subject to
the following provisions of this paragraph XXII and, in the case of funds to be
invested in Common Stock Fund securities or in Bond Fund securities or in
Current Interest Fund securities, paragraph XVIII.
Any current cash balance in a member's account or accounts after the
investing of contributions for the last month of a year shall be invested at
such time and to such extent as the Trustee may elect. At any time or from
time to time, the Committee may adopt such regulations or practices as it may
deem appropriate with respect to the minimum fractional interest in a share of
Company stock in which the cash in a member's account or accounts shall be
invested.
The shares of Company stock from time to time required for purposes of
the Plan shall be purchased by the Trustee from the Company, or from such other
person or corporation, on such stock exchange or in such other manner, as the
Company by action of its Board of Directors or any committee or person
designated by the Board of Directors, from time to time in its sole discretion
may designate or prescribe, provided, however, that the Trustee at all times
may purchase such shares from members who have agreed to sell the same to the
Trustee pursuant to the provisions of paragraph XIII, XIV, XV and XVI hereof,
and provided further that the Trustee at all times may use for purposes of the
Plan such shares as are removed from a member's regular savings account or
tax-efficient savings account pursuant to the member's election to have an
amount equal to the value of such shares transferred pursuant to paragraph VIII
hereof, and the Trustee shall treat such shares as having been purchased by it
at a price equal to such amount, and provided further that except as required
by any such designation by the Board of Directors, such shares shall be
purchased by the Trustee from such source and in such manner as the Trustee
from time to time in its sole discretion may determine. Any shares so
purchased from the Company may be either treasury stock or newly-issued stock,
and shall be purchased at a price per share equal to the average of the highest
price and the lowest price at which shares of Company stock are sold on the
date of purchase or, if no such sales were made on such date, on the next
preceding day on which there were such sales, in either case as reported in the
Composite Quotation Listing. All funds in the accounts of the several members
that become available simultaneously for investment in Company stock may be
invested simultaneously or over a period of time, but funds that become
available first shall be invested first. If such funds that become available
simultaneously for investment are used to purchase shares of Company stock at
more than one price, the total number of shares so purchased shall be allocated
on a full or fractional share basis, or both, as the case may be, to the
respective accounts of the members ratably in accordance with the respective
amounts of funds in their accounts so used.
Anything herein to the contrary notwithstanding, the Trustee shall not
invest any of the funds in the members' accounts in any shares of Company
stock, unless at the time of purchase thereof by the Trustee such shares shall
be listed on the New York Stock Exchange.
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The shares of Company stock held by the Trustee under the Plan shall be
registered in the name of the Trustee or its nominee, but shall not be voted by
the Trustee or such nominee except as provided in paragraph XXIV hereof.
In the sole discretion of the Trustee, investments in Company stock in
respect of the accounts of more than one member may be represented by a single
certificate.
In the event that any option, right or warrant shall be received by the
Trustee on Company stock to the credit of one or more members' accounts, the
Trustee shall sell the same, at public or private sale and at such price and
upon such other terms as it may determine, and credit the proceeds thereof to
the respective accounts of such members, ratably in accordance with their
interests therein, unless the Committee shall determine that such option, right
or warrant should be exercised, in which case the Trustee shall exercise the
same upon such terms and conditions as the Committee may prescribe.
XXIII. APPLICATION OF FORFEITED COMPANY MATCHING CONTRIBUTIONS. Any of the
securities and cash attributable to Company matching contributions or earnings
thereon, which shall be forfeited in a member's Company matching contributions
account pursuant to the provisions of paragraph IX, XIII or XIV hereof, shall
be applied, as soon as practicable, first, to the payment of certain expenses
of the Plan incurred on or after July 1, 1981, as provided in the ninth
paragraph of paragraph XXVI hereof, and thereafter, to the extent available, to
reduce the amount of any Company matching contributions under the Plan or, if
the Plan shall be terminated, any of such securities and cash not so applied
from time to time shall be credited ratably to the respective Company matching
contributions accounts of the members in the Plan as of the day immediately
following the date of forfeiture. Notwithstanding the provisions of paragraph
IX hereof, any of the securities and cash so credited to a member's Company
matching contributions account, and any increment thereof, shall, at the time
of distribution or withdrawal thereof, be deemed to have vested in such
account. The Company stock applied to reduce the amount of the Company
matching contribution for any month, or applied to the payment of certain
expenses of the Plan, pursuant to the provisions of this paragraph XXIII, shall
be valued at a price per share equal to the average of the highest price and
the lowest price at which shares of Company stock are sold on the date of such
application or, if no such sales were made on such date, on the next preceding
day on which there were such sales, in either case as reported in the Composite
Quotation Listing.
XXIV. VOTING OF COMPANY STOCK. The Trustee, itself or by its nominee, shall
be entitled to vote, and shall vote, shares of Company stock in the accounts of
members or otherwise held by the Trustee under the Plan as follows:
1. The Company shall adopt reasonable measures to notify the member
of the date and purposes of each meeting of stockholders of the
Company at which holders of shares of Company stock shall be
entitled to vote, and to request instructions from the member to
the Trustee as to the voting at such meeting of full shares of
Company stock and fractions thereof in any account of the member.
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2. In each case, the Trustee, itself or by proxy, shall vote full
shares of Company stock and fractions thereof in such account or
accounts of the member in accordance with the instructions of the
member.
3. If prior to the time of such meeting of stockholders the Trustee
shall not have received instructions from the member in respect
of any shares of Company stock in such account or accounts of the
member, and if the Trustee otherwise holds shares of Company
stock under the Plan, the Trustee shall vote thereat such shares
proportionately in the same manner as the Trustee votes thereat
the aggregate of all shares of Company stock with respect to
which the Trustee has received instructions from members.
XXV. CASH ADJUSTMENTS ON ACCOUNT OF FRACTIONAL INTERESTS IN SECURITIES. Any
fractional interest in a share of Company stock or any other security, as such,
in any account of a member shall not be subject to distribution or withdrawal,
but the value thereof shall be subject to transfer pursuant to paragraph VIII
hereof. Settlement for any fractional interest in such security, upon
distribution or withdrawal thereof, shall be made in cash based on the current
market value or any applicable current redemption value of such security, as of
the date of distribution or withdrawal, as the case may be. The Trustee for
the purpose of providing cash for settlements pursuant to the provisions of
this paragraph XXV may in its discretion obtain such cash from contributions
under the Plan. In such event the Trustee, with respect to the shares of
Company stock which otherwise would have been sold to provide cash for such
settlements, shall retain and reallocate interest in the same among the
accounts of members in the Plan entitled thereto and at the current market
value of such shares for purposes of such cash settlements.
XXVI. OPERATION AND ADMINISTRATION. Pursuant to ERISA the Company shall be
the sole named fiduciary with respect to the Plan and shall have authority to
control and manage the operation and administration of the Plan.
The Vice President - Employee Relations, the Vice President - Finance
and Treasurer and the Vice President - General Counsel shall have the
authority, on behalf of the Company, to appoint and remove trustees and
investment advisors under the Plan, to approve policies relating to the
allocation of contributions and the distribution of assets among trustees and
investment advisors, to approve Plan amendments and to modify the Plan or
suspend the operation of any provisions of the Plan provided, however, only the
Board of Directors shall have authority to amend provisions relating to the
extent of Company matching contributions within the maximum rate set by
stockholders and the offering of Company stock as an investment election .
The Vice President - Finance and Treasurer shall be authorized on behalf
of the Company to contract with the trustees and investment advisors under the
Plan and to determine the form and terms of the trust and investment advisor
agreements, to allocate contributions and distribute assets among trustees and
investment advisors, and to appoint an auditor under the Plan, and shall have
authority to designate other persons to carry out specific responsibilities in
connection therewith, provided, however, that such actions shall be consistent
with ERISA, the policy of the Board of Directors and the Plan.
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Except as otherwise provided in this paragraph XXVI or elsewhere in the
Plan, the Vice President - Employee Relations and the Vice President - Finance
and Treasurer are designated to carry out the Company's responsibilities with
respect to the Plan, including, without limitation, appointment and removal of
members of the Committee and determination of prior service for eligibility
purposes under the Plan in the event of acquisition by a Participating Company
or Affiliated Corporation (by purchase, merger, or otherwise) of all or part of
the assets of another corporation. The Vice President - Employee Relations and
the Vice President - Finance and Treasurer may allocate responsibilities
between themselves and may designate other persons to carry out specific
responsibilities on behalf of the Company.
Any Company director, officer or employee who shall have been expressly
designated pursuant to the Plan to carry out specific Company responsibilities
shall be acting on behalf of the Company. Any person or group of persons may
serve in more than one capacity with respect to the Plan and may employ one or
more persons to render advice with regard to any responsibilities such person
has under the Plan.
The Company, by action of its Vice President - Employee Relations and
its Vice President - Finance and Treasurer, shall create a Savings and Stock
Investment Plan Committee consisting of at least three members. The Company
shall from time to time designate the members of the Committee and an alternate
for each of such members, who shall have full power to act in the absence or
inability to act of such member. The Committee shall appoint its own Chairman
and Secretary, and shall act by a majority of its members, with or without a
meeting. The Secretary or an Assistant Secretary of the Company shall from
time to time notify the Trustee of the appointment of members of the Committee
and alternates and of the appointment of the Chairman and Secretary of the
Committee, upon which notices the Trustee shall be entitled to rely.
The Committee shall have full power and authority to administer the Plan
and to interpret its provisions. Any interpretation of the provisions of the
Plan by the Committee shall be final and conclusive, and shall bind and may be
relied upon by the several Participating Companies, each of their employees,
the Trustee and all other parties in interest.
No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for any action
or failure to act under or in connection with the Plan, except for his or her
own bad faith provided, however, that nothing herein shall be deemed to relieve
any such person from responsibility or liability for any obligation or duty
under ERISA. Each director, officer, or employee of the Company who is or
shall have been designated to act on behalf of the Company and each person who
is or shall have been a member of the Committee or an alternate for a member or
a director, officer or employee of any Participating Company, as such, shall be
indemnified and held harmless by the Company against and from any and all loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof
(with the
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Company's written approval) or paid by him or her in satisfaction of a judgment
in any such action, suit or proceeding, except a judgment in favor of the
Company based upon a finding of his or her bad faith; subject, however, to the
condition that, upon the assertion or institution of any such claim, action,
suit or proceeding against him or her, he or she shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
right to which such person may be entitled as a matter of law or otherwise, or
any power that a Participating Company may have to indemnify him or her or hold
him or her harmless.
Brokerage commissions and transfer taxes on the purchase and sale of
Common Stock Fund securities shall be paid from Common Stock Fund assets by the
Trustee. The expenses of any collective, common, or commingled fund in which
Common Stock Fund assets may be invested pursuant to subparagraph 1 of
paragraph XVIII hereof shall be paid from the assets in such collective, common
or commingled fund. Brokerage commissions and transfer taxes on the purchase
and sale of Bond Fund securities and investment management fees shall be paid
from Bond Fund assets by the Trustee. Earnings credited to the account of the
Trustee under any Accumulation Fund contract may be net of such charges by the
Accumulation Fund Manager as may be provided in such contract. Brokerage
commissions and transfer taxes on the purchase and sale of Current Interest
Fund securities shall be paid from Current Interest Fund assets by the Trustee.
Earnings credited to the accounts of members who shall have elected to invest
in the Bond Fund may be net of such charges by the Bond Fund Advisor as shall
be provided in the contract with the Bond Fund Advisor. All other expenses of
administration of the Plan, including brokerage commissions, fees and transfer
taxes incurred in connection with the purchase or sale of Company stock, fees
of Investment Advisors and other expenses charged or incurred by the Trustee
shall be borne by the Company and, upon request from time to time, the Company
shall reimburse the Trustee for expenses incurred by it; provided, however,
that with respect to any of such other expenses of administration of the Plan,
the Trustee first shall apply to the payment of expenses the value of any of
the securities and cash that shall have been forfeited at any time in
accordance with the provisions of paragraph XXIII hereof. Taxes, if any, on
any security, cash, Common Stock Fund Units or Bond Fund Units held by the
Trustee or income therefrom which are payable by the Trustee shall be charged
against the members' accounts as the Trustee and the Committee shall determine.
When Company stock is applied to the payment of expenses of the Plan, the
Trustee shall use for the payment of such expenses, from the contributions made
to the Plan during the month during which such contributions are being paid, an
amount equal to the value of such stock as determined pursuant to the
provisions of this paragraph XXVI.
In the event that securities, cash, the cash value of Common Stock Fund
Units or cash value of Bond Fund Units credited to a member's account and the
subject of a distribution or withdrawal cannot be delivered to the member or
the member's beneficiary as appropriate because the identity or location of
such member or beneficiary cannot be determined after reasonable efforts, and
if such assets for that reason remain undelivered for one year, the Committee
may direct that such assets, and any other assets credited to such member's
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account, shall be forfeited and all obligation and any other liability for the
delivery or other payment thereof shall terminate provided, however, that in
the event that the identity or location of the member or beneficiary is
subsequently determined, the value of such assets at the date of forfeiture
shall be paid by the Company to such person in a single sum. The value of the
assets so forfeited shall be applied, as soon as practicable, to reduce the
amount of any Company matching contributions under the Plan or, if the Plan
shall be terminated, any of the value of such assets not so applied from time
to time shall be credited ratably to the respective Company matching
contributions accounts of the members of the Plan as of the date of such
termination. For the purposes of such payment by the Company, application or
ratable crediting, the value of the securities, cash, cash value of Common
Stock Fund Units and cash value of Bond Fund Units shall be determined as of
the date of the forfeiture to which the Company payment relates, the
application or the crediting, any Company stock to be valued at a price per
share equal to the average of the highest price and the lowest price at which
shares of Company stock are sold on the date of such forfeiture, application or
crediting or, if no such sales were made on such date, on the next preceding
day on which there were such sales, in either case as reported in the Composite
Quotation Listing.
Each employee at the time of electing to participate in the Plan shall
be given a copy of the Plan as in effect at the time, and as a condition of
membership shall sign an instrument in form prescribed by the Committee
evidencing the fact that he or she accepts and agrees to all the provisions of
the Plan.
The records of the Trustee, the Committee and the several Participating
Companies shall be conclusive in respect of all matters involved in the
administration of the Plan.
The Plan shall be governed by and construed in accordance with the laws
of the State of Michigan except to the extent such law is preempted by ERISA.
XXVII. TERMINATION, SUSPENSION AND MODIFICATION. The Company, by action of
its Board of Directors, may terminate or modify the Plan or suspend the
operation of any provision of the Plan, and the Company, by action of the Vice
President - Employee Relations, the Vice President - Finance and Treasurer and
the Vice President - General Counsel, may modify the Plan or suspend the
operation of any provision of the Plan other than provisions relating to the
extent of Company matching contributions within the maximum rate set by
stockholders and the offering of Company stock as an investment election, as
follows:
1. The Company may terminate the Plan at any time or may at any time
or from time to time modify the Plan, in its entirety or in
respect of the employees of one or more of the Participating
Companies. The Company may at any time or from time to time
terminate or modify the Plan or suspend for any period the
operation of any provision thereof, in respect of any employees
located in one or more States or countries, if in the judgment of
the Committee compliance with the laws of such State or country
would involve disproportionate expense
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and inconvenience to a Participating Company. Any such
modification that affects the rights or duties of the Trustee may
be made only with the consent of the Trustee. Any such
termination, modification or suspension of the Plan may affect
members in the Plan at the time thereof, as well as future
members, but may not affect the rights of a member as to (a) the
continuance of investment, distribution or withdrawal of the
securities, cash, cash value of the Common Stock Fund Units and
cash value of Bond Fund Units in the account or accounts of the
member as of the effective date of such termination, modification
or suspension or (b) the continuance of vesting of such
securities and cash attributable to Company contributions or
earnings thereon. Any termination or modification of the Plan or
suspension of any provision thereof shall be effective as of such
date as the Company may determine, but not earlier than the date
on which the Company shall give notice of such termination,
modification or suspension to the Trustee and to the
Participating Companies any of the employees of which are
affected thereby.
2. The provisions of the foregoing subparagraph 1 notwithstanding,
the Company, by action of its Board of Directors or by action of
the Vice President - Employee Relations, the Vice President -
Finance and Treasurer and the Vice President - General Counsel,
at any time or from time to time may modify any of the provisions
of the Plan in any respect retroactively, if and to the extent
necessary or appropriate in the judgment of the Board of
Directors of the Company or the Vice President - Employee
Relations, the Vice President - Finance and Treasurer and the
Vice President - General Counsel, to qualify or maintain the Plan
and the trust fund established thereunder as a plan and trust
meeting the requirements of Sections 401(a) and 501(a) of the
Code, as now in effect or hereafter amended, or any other
applicable provisions of Federal tax laws or other legislation,
as now in effect or hereafter amended or adopted, and the
regulations thereunder at the time in effect.
3. Anything herein to the contrary notwithstanding, no such
termination or modification of the Plan or suspension of any
provision thereof may diminish the securities, cash, cash value
of the Common Stock Fund Units or cash value of the Bond Fund
Units in the account or accounts of a member as of the effective
date of such termination, modification or suspension, and no such
modification may increase the rate of Company matching
contributions in relation to employee contributions to more than
60% of employee contributions.
4. In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each employee, member,
former employee, former member, beneficiary or estate eligible
under the Plan shall, if the Plan is then terminated, receive a
benefit immediately after the merger, consolidation or transfer,
which is equal to the benefit he or she would have been entitled
to receive immediately before the merger, consolidation or
transfer if the Plan had then terminated.
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XXVIII. CONDITIONS ON PARTICIPATION OF SUBSIDIARIES OF THE COMPANY. The
consent of the Company to the participation in the Plan of any subsidiary of
the Company may be conditioned upon such provisions as the Company may pre-
scribe, including without limitation conditions as to (a) the instruments to be
executed and delivered by such Participating Company to the Trustee, (b) the
extent to which the Company shall act as representative of such Participating
Company under the Plan, (c) the rights of such Participating Company to
withdraw from participation in the Plan and the effect of such withdrawal upon
the memberships and accounts in the Plan of employees of such Participating
Company, and (d) reimbursement of the Company on account of Company matching
contributions.
XXIX. MEMBER'S RIGHTS NOT TRANSFERABLE. No right or interest of any member
under the Plan or in his or her account shall be assignable or transferable, in
whole or in part, either directly or by operation of law or otherwise,
including without limitation by execution, levy, garnishment, attachment,
pledge or in any other manner except in accord with provisions of a qualified
domestic relations order as defined by Section 206(d) of ERISA and further
excluding devolution by death or mental incompetency; no attempted assignment
or transfer thereof shall be effective; and no right or interest of any member
under the Plan or in his or her account shall be liable for, or subject to, any
obligation or liability of such member.
XXX. DESIGNATION OF BENEFICIARIES.
1. Except as provided in subparagraph 2 hereof for a married member,
a member shall be deemed to have designated as beneficiary or
beneficiaries under the Plan the person or persons who are
entitled in the event of the member's death to receive the
proceeds under the Company's Group Life Insurance Plan if the
member is covered under such Plan at the date of his or her
death. A member may in any event file with the Company a written
designation of a beneficiary or beneficiaries (subject to such
limitations as to the classes and numbers of beneficiaries and
contingent beneficiaries as the Committee from time to time may
prescribe) to receive the securities, cash, cash value of the
Common Stock Fund Units and cash value of the Bond Fund Units in
the account or accounts of such member in the Plan. A member may
from time to time revoke or change any such designation of
beneficiary. Any designation of beneficiary under the Plan shall
be controlling over any testamentary or other disposition. In
the event of the death of a member, any of the securities, cash,
cash value of the Common Stock Fund Units and cash value of the
Bond Fund Units in his or her account or accounts under the Plan
in respect of which the member shall have designated or be deemed
to have designated one or more beneficiaries hereunder shall be
delivered to such beneficiaries who shall survive the member, in
accordance with such designation (to the extent effective and
enforceable at the time of the member's death) and the provisions
of the Plan, subject to such regulations as the Committee from
time to time may prescribe in respect of distributions to minors;
provided, however, that if the Trustee or the Committee shall be
in doubt as to the right of any such beneficiary to receive any
of such securities,
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cash, cash value of the Common Stock Fund Units, and cash value
of the Bond Fund Units, the Trustee may deliver the same to the
estate of the member, in which case the Trustee, the several
Participating Companies and the Committee and the several members
thereof and alternates for members shall not be under any further
liability to anyone. Except as hereinabove provided, in the
event of the death of a member, the securities, cash, cash value
of the Common Stock Fund Units and cash value of the Bond Fund
Units in his or her account or accounts under the Plan shall be
delivered to his or her estate.
2. A married member shall be deemed to have designated as
beneficiary to receive the securities, cash, cash value of the
Common Stock Fund Units and cash value of the Bond Fund Units in
such member's account or accounts under the Plan his or her
surviving spouse unless such member shall have filed with the
Company a written designation of a different beneficiary pursuant
to subparagraph 1 hereof together with the written consent of the
spouse to such designation, witnessed by a Plan representative or
a notary public.
XXXI. EFFECT OF TERMINATION. Upon any termination or partial termination of
the Plan or the complete discontinuance of contributions thereunder, within the
meaning of Section 411(d)(3)(A) and (B) of the Code, the securities, cash, cash
value of the Common Stock Fund Units and cash value of the Bond Fund Units in
the regular savings account of any affected employee within the meaning of
Section 411(d)(3) of the Code shall be deemed to have vested in his or her
account and shall be nonforfeitable as of the date of such termination, partial
termination or complete discontinuance of contributions.
For purposes of this paragraph, the determination as to whether there is
a termination or partial termination of the Plan or a complete discontinuance
of contributions thereunder and the date thereof and as to the employees
affected thereby shall be made by the Company provided, however, that such
determination shall be in accordance with the applicable provisions of the
Code. In determining the applicability of such Code provisions, the Company
may rely upon an opinion of counsel.
XXXII. TOP-HEAVY RULES. If the Plan is or becomes top-heavy in any plan year,
the provisions of this paragraph shall supersede for such plan year any
conflicting provision of the Plan. This Plan is top-heavy in any plan year if
the top-heavy ratio on the determination date for such year for the required
aggregation group of plans exceeds 60 percent.
1. DEFINITIONS.
(a) Top-heavy ratio:
(i) The top-heavy ratio is a fraction, the numerator
of which is the sum of account balances for all
key employees under the defined contribution
plans of the Company and affiliates and the
present value of accrued benefits for all key
employees under the defined benefit plans of the
Company and affiliates, and the denominator of
which is
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the sum of the account balances for all
participants under the defined contribution
plans of the Company and affiliates and the
present value of accrued benefits for all
participants under defined benefit plans of the
Company and affiliates. Both the numerator and
denominator of the top-heavy ratio are adjusted
for any distribution of an account balance or an
accrued benefit made in the five-year period
ending on the determination date and any
contribution due but unpaid as of the
determination date.
(ii) For purposes of (i) above, the value of account
balances and the present value of accrued
benefits will be determined as of the most
recent determination date. The account balances
and accrued benefits of a participant (1) who is
not a key employee but who was a key employee in
a prior year or (2) who has not been credited
with at least one hour of service at any time
during the five- year period ending on the
determination date will be disregarded. The
calculation of the top-heavy ratio and the
extent to which distributions, rollovers, and
transfers are taken into account will be made in
accordance with section 416 of the Code and the
regulations thereunder.
(iii) Solely for the purpose of determining if the
Plan, or any other plan included in a required
aggregation group of which this Plan is a part,
is top-heavy (within the meaning of Section
416(g) of the Code) the accrued benefit of an
employee other than a key employee (within the
meaning of Section 416(i)(1) of the Code) shall
be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all
plans maintained by the Company and affiliates,
or (b) if there is no such method, as if such
benefit accrued not more rapidly than the
slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C)
of the Code.
(b) Required aggregation group of plans: (i) each
qualified plan of the Company or an affiliate in which
at least one key employee participates, and (ii) any
other qualified plan of the Company or an affiliate
which enables a plan described in (i) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.
(c) Key employee: Any employee or former employee (and the
beneficiaries of such employee) who at any time during
the plan year containing the determination date for the
plan year in question or the four preceding plan years
was an officer of the Company having annual
compensation during a plan year greater than 150% of
the dollar limitation in effect under Section
415(c)(1)(A) of the Code; one of the ten employees
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having annual compensation during a plan year greater
than the dollar limitation in effect under Section
415(c)(1)(A) of the Code and owning both more than a
1/2 percent interest and one of the ten largest
interests in the Company; a 5-percent owner of the
Company; or a 1-percent owner of the Company having
annual compensation of more than $150,000. For this
purpose, annual compensation will equal wages reported
on the employee's Form W-2 from the Company for the
plan year. The determination of who is a key employee
will be made in accordance with Section 416(i)(1) of
the Code and the regulations thereunder.
(d) Present value: Present value shall be based on the
interest and mortality rates used to determine
actuarial equivalence under the defined benefit plans.
(e) Determination date: The determination date is the last
day of the preceding plan year.
2. MINIMUM ALLOCATION.
(a) Except as otherwise provided in (c) and (d) below, the
employer contributions and forfeitures allocated on
behalf of any member who is not a key employee shall
not be less than three percent of such member's
compensation, or if less than three percent, the
percentage at which contributions are made under the
Plan for the year for the key employee for whom such
percentage is the highest for the year. The percentage
at which contributions are made for a key employee
shall be determined by dividing the contributions for
and forfeitures allocated on behalf of any such
employee by so much of his or her total compensation
for the year as does not exceed $150,000. The minimum
allocation is determined without regard to any Social
Security contribution. This minimum allocation shall
be made even though, under other Plan provisions, the
participant would not otherwise be entitled to receive
an allocation, or would have received a lesser
allocation for the year because of (i) the member's
failure to complete 1,000 hours of service (or any
equivalent provided in the Plan), or (ii) the member's
failure to make mandatory employee contributions to the
Plan, or (iii) compensation less than a stated amount.
(b) For purposes of computing the minimum allocation,
compensation will equal the wages reported on the
employee's Form W-2 from the Company for the year.
(c) The provision in (a) above shall not apply to any
participant who was not employed by the Company or an
affiliate on the last day of the plan year.
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<PAGE> 47
(d) The provision in (a) above shall not apply to any
member to the extent the member is covered under any
other plan or plans of the Company or an affiliate and
the Company or affiliate has provided that the minimum
benefit requirement applicable to top-heavy plans will
be met in the other plan or plans.
3. NONFORFEITABILITY. The minimum allocation required (to the
extent required to be nonforfeitable under Section 416(b) of the
Code) may not be forfeited under Section 411(a)(3)(B) or
411(a)(3)(D) of the Code.
4. COMPENSATION LIMITATION. For any plan year in which the Plan is
top-heavy, only the first $150,000 (or such larger amount as may
be prescribed by the Secretary or his or her delegate) of a
member's annual compensation shall be taken into account for
purposes of determining employer contributions under the Plan.
5. VESTING. For any plan year in which this Plan is top-heavy, an
employee who has completed at least three years of service with
the Company or a subsidiary or affiliate will have a
nonforfeitable right to 100% of his or her account balance
attributable to Company contributions. This minimum vesting
schedule applies to all benefits within the meaning of Section
411(a)(7) of the Code except those attributable to employee
contributions, including benefits accrued before the effective
date of Section 416 and benefits accrued before the Plan became
top-heavy. Further, no reduction in vested benefits may occur in
the event the Plan's status as top-heavy changes for any plan
year. However, this subparagraph does not apply to the account
balances of any employee who does not have an hour of service
after the Plan has initially become top-heavy and such employee's
account balance attributable to employer contributions and
forfeitures will be determined without regard to this
subparagraph.
6. COMBINED LIMITATION. For any plan year in which this plan is
top-heavy, the limitation in subparagraph 4.G of paragraph V
hereof shall be computed by substituting the number 1.0 for the
number 1.25 wherever the latter number appears in that
subparagraph.
XXXIII. EMPLOYEE STOCK OWNERSHIP PLAN.
1. The Employee Stock Ownership Plan ("ESOP") established in the
Plan effective January 1, 1989 shall consist of all the shares of Company stock
in the Plan at any time and from time to time including all the shares
allocated to members' accounts, forfeited shares and shares held in the
suspense account as hereinafter described and all assets attributable to
contributions made after December 31, 1988.
2. The trustee of the ESOP shall be the Trustee of the Plan. The
Trustee shall hold, invest, transfer and distribute the shares of Company stock
and all other assets in the ESOP in accordance with the provisions of this
paragraph XXXIII and the Plan.
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3. (i) The Trustee shall borrow on behalf of the ESOP an
amount not exceeding the amount of dividends estimated by the Trustee, after
consultation with the Vice President - Finance and Treasurer of the Company, to
be paid on Company stock in the ESOP in such period succeeding such borrowing
by the Trustee as the Trustee shall select, subject to a guarantee by the
Company of payment of any such loan.
(ii) The Trustee is authorized to borrow such amount from
such persons, including the Company, as the Trustee shall determine. The loan
shall provide for repayment within such period succeeding such loan as the
Trustee shall have selected, and shall be payable on such other terms as the
Trustee in its sole discretion shall determine.
(iii) The proceeds of any such loan shall be used by the
Trustee to purchase as soon as practicable shares of Company stock in
accordance with the provisions of paragraph XXII hereof. The Trustee is
authorized to pledge such stock as security for the payment of such loan.
4. The Trustee shall hold the shares of Company stock so purchased
in the Plan in a suspense account unallocated to the accounts of members of the
Plan until such time as all or part of the related loan and interest thereon is
paid as hereinafter provided. The Trustee shall vote shares of Company stock
in the suspense account in its discretion, notwithstanding the provisions of
paragraph XXIV hereof.
5. The Trustee shall apply all dividends paid on Company stock held
in the ESOP, including shares allocated to members' accounts, forfeited shares
and shares held in the suspense account, to payment of any loan made in
accordance with subparagraph 3 hereof and interest thereon.
In the event that dividends paid on all Company stock held in the ESOP
are not sufficient to enable the Trustee to make any payment on any loan made
in accordance with subparagraph 3 hereof, the Trustee shall sell shares of
Company stock held in the suspense account in an amount necessary to permit
such payment provided, however, that the Company may elect to make an
additional contribution to the Plan in an amount sufficient to enable the
Trustee to make all or part of such payment without selling shares of Company
stock held in the suspense account.
In the event that dividends paid on all Company stock held in the ESOP
and the amount realized from the sale of Company stock held in the suspense
account are not sufficient to enable the Trustee to make any payment on any
loan made in accordance with subparagraph 3 hereof, the Company shall make an
additional contribution to the Plan in an amount sufficient to enable the
Trustee to make such payment or shall pay such amount to the lender.
6. The shares held in the suspense account shall be released from
the suspense account in an amount that bears the same ratio to the total number
of shares in the suspense account as the amount of principal and interest paid
on the loan bears to the total amount of principal and interest outstanding.
The Trustee shall allocate such shares so released to the accounts of members
as if the dividends paid on Company stock with respect to shares held in the
accounts
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<PAGE> 49
of members had been used to acquire shares of Company stock in the open market
on the last day of the month preceding the date such shares are released from
the suspense account.
To the extent that the number of shares released from the suspense
account at any time is less than the number that would be required for
allocation to members' accounts if the dividends paid on Company stock had been
used to acquire shares of Company stock in the open market on the last day of
the month preceding the date such shares are released from the suspense
account, the Company shall make an additional contribution to the Plan in an
amount sufficient to permit the Trustee to acquire additional shares so that
the total number of shares allocated to members' accounts shall equal the
number that would have been allocated if the dividends paid with respect to
Company stock in the accounts of members had been used to acquire shares of
Company stock in the open market on the last day of the month preceding the
date such shares are released from the suspense account.
To the extent that the number of shares released from the suspense
account at any time is greater than the number that would be required for
allocation to members' accounts if the dividends paid on Company stock had been
used to acquire shares of Company stock in the open market on the last day of
the month preceding the date such shares are released from the suspense
account, the excess shall be allocated to the accounts of members in an amount
proportional to the number of shares of Company stock in their accounts at the
date shares are released from the suspense account.
7. Contributions to the ESOP for any eligible employee who is a
highly compensated employee shall be limited to the extent required under the
principles described in paragraph V with respect to regular savings
contributions and tax-efficient savings contributions.
8. The Committee is authorized to make such adjustments in the
administration of the Plan and the ESOP as it deems necessary, appropriate or
desirable to carry out the purposes and intents of this paragraph XXXIII.
9. In the event that any or all of the tax benefits available under
the tax laws on the effective date hereof are restricted or eliminated, as
determined by the Company, the Trustee is authorized upon direction by the
Company to sell upon such terms, at such times and to such persons, as the
Trustee in its sole discretion shall determine, any or all of the shares of
Company stock in the suspense account and to use the proceeds of such sale to
pay all or part of the loan balance outstanding, together with interest
thereon. Any excess shares in the suspense account at such time shall be
allocated as provided in subparagraph 6 hereof.
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EXHIBIT 5.A
[FORD MOTOR COMPANY LETTERHEAD]
November 27, 1995
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 25,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Savings Plan and Stock
Investment for Salaried Employees (the "Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar
with the Certificate of Incorporation and the By-Laws of the Company and with
its affairs, including the actions taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize
the issuance of the shares of Common Stock being registered under the
Registration Statement, and all such shares of Common Stock acquired by
Fidelity Management Trust Company, as trustee under the Master Trust Agreement
dated as of September 30, 1995 relating to the Plan (the "Master Trust
Agreement") and as trustee under the Plan, in accordance with the Master
Trust Agreement and the Plan will be legally issued, fully paid and
non-assessable when the Registration Statement shall have become effective and
the Company shall have received therefor the consideration provided in the Plan
(but not less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Thomas J. DeZure
Thomas J. DeZure
Assistant Secretary and
Counsel
<PAGE> 1
EXHIBIT 15
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Registration Statements Nos. 33-54735, 33-54275,
33-50194, 33-36061, 33-14951 and 2-95020 on Form S-8
We are aware that our reports dated April 19, 1995, July 19, 1995 and October
18, 1995 accompanying the unaudited interim financial information of Ford Motor
Company and Subsidiaries for the periods ended March 31, 1995 and 1994, June
30, 1995 and 1994, and September 30, 1995 and 1994, and included in the Ford
Motor Company Quarterly Reports on Form 10-Q for the quarters ended ended March
31, 1995, June 30, 1995, and September 30, 1995, respectively, are incorporated
by reference in the above Registration Statements. Pursuant to Rule 436(c)
under the Securities Act of 1933, this report should not be considered a part
of the Registration Statements prepared or certified by us within the meaning
of Sections 7 and 11 of the Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 27, 1995
<PAGE> 1
EXHIBIT 23
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statements Nos. 33-54735,
33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 on
Form S-8
We consent to the incorporation by reference in the above Registration
Statements of our report dated January 27, 1995 on our audits of the
consolidated financial statements of Ford Motor Company at December 31, 1994
and 1993, and for the years ended December 31, 1994, 1993 and 1992,
which report is included in, or incorporated by reference in, Ford's 1994
Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
November 27, 1995
