Registration No. 333-
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
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
BENEFIT EQUALIZATION PLAN
-------------------------
(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
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(Name, address and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Proposed maximum Amount of
Title of securities to Amount to maximum offering aggregate offering registration
be registered be registered price per obligation price** fee
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<S> <C> <C> <C> <C>
Benefit
Equalization Plan
Obligations* $7,000,000 100% $7,000,000 $2,413.81
- ------------------------------------------------------------------------------------------------------------
</TABLE>
* The Benefit Equalization Plan Obligations are unsecured
obligations of Ford Motor Company to pay compensation in the
future in accordance with the terms of the savings plan
portion of the Ford Motor Company Benefit Equalization Plan.
** Estimated solely for the purpose of determining the registration fee.
<PAGE>
FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN
---------------------
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 4. Description of Securities.
The Ford Motor Company Benefit Equalization Plan (the
"Plan") is an unfunded, nonqualified employee benefit plan for
eligible employees of Ford Motor Company (the "Company") and
certain of its domestic subsidiaries. The objective of the
savings plan portion of the Plan is to preserve certain benefits
of employees under the Company's tax qualified Savings and Stock
Investment Plan for Salaried Employees ("SSIP") by providing
equalization benefits under the Plan in place of benefits which
cannot be provided under the SSIP because of limitations imposed
by Sections 415 and 401(a)(17) of the Internal Revenue Code (the
"Code").
Amounts are credited pursuant to the Plan by book entry to a
participant's savings account under the Plan initially in the
form of phantom units in the Ford Stock Fund, an investment
option offered under the SSIP which is based primarily on Ford
Common Stock. Thereafter, the participant may redesignate
savings Plan account balances among any of the investment
options currently available under the SSIP.
As discussed above, credits to the participant's savings
Plan account are intended to make up for any Company matching
contributions that would have been made to the participant's SSIP
account but for the limitations imposed by Sections 415 and
401(a)(17) of the Code. Generally the Company matching
contribution under the SSIP is $.60 for every $1.00 contributed
by the participant to the SSIP up to 10% of his or her salary.
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Each participant will have the status of a general unsecured
creditor of the Company with respect to his or her Plan savings
account. The value of a participant's Plan savings account will
be based on the performance of the investment options applicable
to the account for purposes of accounting (as if the credited
amounts had been so invested), and not for actual investment.
Unless the participant redesignates all or part of his or her
account balance among other investment options, the account is
valued based upon the performance of the Ford Stock Fund. A
participant may redesignate amounts initially credited to his or
her Plan savings account in units of the Ford Stock Fund among
other investment options available under the Plan on a daily
basis.
The obligations of the Company under the Plan (the
"Obligations") will be unsecured general obligations of the
Company to pay in the future the value of the participants' Plan
savings accounts based on the measurement investment options
applicable to the accounts. The Obligations will rank pari passu
with the other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.
Distribution of all or any part of a participant's Plan
savings account shall be made by the Company as soon as
practicable after the participant's death, retirement or other
termination of employment.
A participant's interest in his or her Plan savings account,
and thus his or her right to the Obligations, generally cannot be
assigned, transferred, garnished, pledged or encumbered. The
Obligations are not subject to redemption, in whole or in part,
prior to the distribution payment date, at the option of the
Company or through the operation of a mandatory or optional
sinking fund or analogous provision.
The Board of Directors of the Company has the right to
amend, modify, discontinue or terminate the Plan, in whole or in
part, at any time and from time to time, except that no such
action shall adversely affect the right of each participant to
the amounts credited to or accrued in his or her Plan savings
account at the time of such amendment, modification or
termination to the extent that such participant's rights to such
amounts have become vested under the Plan.
The Obligations are not convertible into securities of the
Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part
of the Company. No trustee has been appointed having the
authority to take action with respect to the Obligations and each
participant will be responsible for acting independently with
respect to, among other things, the giving of notices, responding
to any requests for consents, waivers, or amendments pertaining
to the Obligations, enforcing covenants and taking action upon a
default.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides
as follows:
145. Indemnification of officers, directors, employees and
agents; insurance -
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum,
or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
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(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this section
with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this section.
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(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Certificate of Incorporation of Ford includes the following
provisions:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. Limitation on Liability of Directors. A director of the
corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to
the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General
Corporation
Law or
(iv) for any transaction from which the director derived
an improper personal benefit.
If the Delaware General Corporation Law is amended after approval
by the stockholders of this subsection 5.1 of Article NINTH to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. Effect of any Repeal or Modification of Subsection 5.1.
Any repeal or modification of subsection 5.1 of this Article
NINTH by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
5.3. Indemnification and Insurance.
5.3a. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director, officer or employee of the corporation or is or was
serving at the request of the corporation as a director, officer
or employee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer or employee or in any other capacity
<PAGE>
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while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights than
said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including
penalties, fines, judgments, attorneys' fees, amounts paid or to
be paid in settlement and excise taxes or penalties imposed on
fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably
incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased
to be a director, officer or employee and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person (other than pursuant
to subsection 5.3b of this Article NINTH) only if such proceeding
(or part thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this
subsection 5.3a of Article NINTH shall be a contract right and
shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this subsection 5.3a of Article NINTH or
otherwise.
5.3b. Right of Claimant to Bring Suit. If a claim which the
corporation is obligated to pay under subsection 5.3a of this
Article NINTH is not paid in full by the corporation within 60
days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or
its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.
5.3c. Miscellaneous. The provisions of this Section 5.3 of
Article NINTH shall cover claims, actions, suits and proceedings,
civil or criminal, whether now pending or hereafter commenced,
and shall be retroactive to cover acts or omissions or alleged
acts or omissions which heretofore have taken place. If any part
of this Section 5.3 of Article NINTH should be found to be
invalid or ineffective in any proceeding, the validity and effect
of the remaining provisions shall not be affected.
<PAGE>
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5.3d. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in
this Section 5.3 of Article NINTH shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, By-
Law, agreement, vote of stockholders or disinterested directors
or otherwise.
5.3e. Insurance. The corporation may maintain insurance,
at its expense, to protect itself and any director, officer,
employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation
Law.
5.3f. Indemnification of Agents of the Corporation. The
corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and
rights to be paid by the corporation the expenses incurred in
defending any proceeding in advance of its final disposition, to
any agent of the corporation to the fullest extent of the
provisions of this Section 5.3 of Article NINTH with respect to
the indemnification and advancement of expenses of directors,
officers and employees of the corporation.
Pursuant to underwriting agreements filed as exhibits to
registration statements relating to underwritten offerings of
securities issued or guaranteed by Ford, the underwriters have
agreed to indemnify Ford, each officer and director of Ford and
each person, if any, who controls Ford within the meaning of the
1933 Act, against certain liabilities, including liabilities
under the 1933 Act.
Pursuant to most of Ford's employee benefit plans, including
the Deferred Compensation Plan, the Supplemental Compensation
Plan, the Savings and Stock Investment Plan, the Long-Term
Incentive Plans and the Stock Option Plans, directors, officers
and employees of Ford are indemnified against all loss, cost,
liability or expense resulting from any claim, action, suit or
proceeding in which such persons are involved by reason of any
action taken or failure to act under such plans.
Ford is insured for liabilities it may incur pursuant to its
Certificate of Incorporation relating to the indemnification of
its directors, officers and employees. In addition, directors,
officers and certain key employees are insured against certain
losses which may arise out of their employment and which are not
recoverable under the indemnification provisions of Ford's
Certificate of Incorporation.
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Item 8. Exhibits.
Exhibit 4.1 Ford Motor Company Benefit Equalization Plan. Filed with
this Registration Statement.
Exhibit 5.1 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 5.2 Opinion of F. C. King, a Senior Attorney of Ford Motor
Company, with respect to compliance requirements of the
Employee Retirement Income Security Act of 1974.
Filed with this Registration Statement.
Exhibit 23 Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.1 Powers of Attorney authorizing signature.
Filed with this Registration Statement.
Exhibit 24.2 Certified resolutions of Board of Directors
authorizing signature pursuant to a power of attorney.
Filed with this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934
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(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 22nd day of April, 1996.
FORD MOTOR COMPANY
By:Alex Trotman*
-------------------
(Alex Trotman)
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<s <C> <C>
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) April 22, 1996
- ------------------------
(Alex Trotman)
Colby H. Chandler* Director April 22,1996
- ------------------------
(Colby H. Chandler)
Michael D. Dingman* Director April 22, 1996
- ------------------------
(Michael D. Dingman)
Director and Vice
President, Ford Motor Company,
and Director and President
and Chief Operating Officer,
Edsel B. Ford II* Ford Motor Credit Company April 22, 1996
- -----------------------
(Edsel B. Ford II)
William Clay Ford* Director April 22, 1996
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(William Clay Ford)
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Signature Title Date
--------- ----- ----
Director and Chairman
William Clay Ford, Jr.* of the Finance Committee April 22, 1996
- ------------------------
(William Clay Ford, Jr.)
Roberto C. Goizueta* Director April 22, 1996
- ------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director April 22, 1996
- ------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director April 22, 1996
- ------------------------
(Marie-Josee Kravis)
Drew Lewis* Director April 22, 1996
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(Drew Lewis)
Ellen R. Marram* Director April 22, 1996
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(Ellen R. Marram)
Kenneth H. Olsen* Director April 22, 1996
- ------------------------
(Kenneth H. Olsen)
Carl E. Reichardt* Director April 22, 1996
- ------------------------
(Carl E. Reichardt)
John L. Thornton* Director April 22, 1996
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(John L. Thornton)
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Signature Title Date
--------- ----- ----
Clifton R. Wharton, Jr.* Director April 22, 1996
- --------------------------
(Clifton R. Wharton, Jr.)
Group Vice President
and Chief Financial Officer
John M. Devine* (principal financial officer) April 22, 1996
- ------------------------
(John M. Devine)
Director of Accounting
Daniel R. Coulson* (principal accounting officer) April 22, 1996
- ------------------------
(Daniel R. Coulson)
*By: /s/K. S. Lamping
-----------------
(K. S. Lamping
Attorney-in-Fact)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
at Which Found
(or Incorporated
by Reference)
----------------
<S> <C> <C>
Exhibit 4.1 Ford Motor Company Benefit
Equalization Plan. Filed with
this Registration Statement.
Exhibit 5.1 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 5.2 Opinion of F. C. King, a Senior Attorney
of Ford Motor Company, with respect to compliance
requirements of the Employee Retirement
Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 Consent of Independent Certified Public
Accountants. Filed with this Registration Statement.
Exhibit 24.1 Powers of Attorney authorizing signature.
Filed with this Registration Statement.
Exhibit 24.2 Certified resolutions of Board of Directors
authorizing signature pursuant to a power
of attorney. Filed with this Registration
Statement.
</TABLE>
FORD MOTOR COMPANY
BENEFIT EQUALIZATION PLAN
(as amended as of January 1, 1989)
Section 1. Purpose.
The purpose of this Plan is to preserve certain benefits of employ
ees under the Company's tax qualified General Retirement Plan and
Savings and Stock Investment Plan for Salaried Employees by providing
appropriate Equalization Benefits under this Plan in place of
benefits which cannot be provided under such tax qualified plans
because of limitations imposed by Section 415 and Section
401(a)(17) of the Internal Revenue Code.
Section 2. Definitions.
As used in this Plan, the following terms shall have the following
meanings, respectively:
2.01 "BEP Salary Reductions" shall mean that portion of salary
at the basic salary rate which would have been credited to an
employee's account before January 1, 1985 pursuant to a salary
reduction agreement under paragraph V-2 of the SSIP but which by
reason of Section 4l5 of the Code, exceeds salary reduction
contributions that can be made by the Company on an employee's
behalf under the Tax-Efficient Savings Program of the SSIP.
2.02 "Company" shall mean Ford Motor Company.
2.03 "Committee" shall mean the committee authorized to
administer and interpret the Plan as provided in Section 6.
2.04 The term "Contributory Service" shall have the meaning
given that term in the GRP. "Distribution", "account" and "current
market value" as used in Section 3.02 of this Plan shall have the
meanings given those terms as used in the SSIP.
2.05 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.
2.06 "General Retirement Plan" or "GRP" shall mean the Ford
Motor Company General Retirement Plan for Salaried and Certain
Other Employees, as amended from time to time.
2.07 "Internal Revenue Code" or "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
2.08 "Limitations" shall mean the limitations on benefits
and/or contributions imposed on qualified plans by Section 415 and
Section 401(a)(17) of the Code.
2.09 "PBGC" shall mean the Pension Benefit Guaranty
Corporation.
2.10 "Savings and Stock Investment Plan" or "SSIP" shall mean
the Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees, as amended from time to time.
<PAGE>
-2-
Section 3. Equalization of Benefits.
3.01 GRP Equalization Benefits.
(a) A Periodic GRP Equalization Benefit shall be provided
for and associated with each payment of a GRP benefit that
is subject to the Limitations.
(b) The Periodic GRP Equalization Benefit shall be equal
in amount to the difference between the GRP benefit and
the corresponding benefit that would be payable under the
GRP without regard to the Limitations. In determining the
amount of the Periodic GRP Equalization Benefit, the
member's salary shall be the member's salary (as that
term is defined in the GRP) plus BEP Salary Reductions for
periods before January 1, 1985 which are credited under
this Plan pursuant to Section 3.02(a)(ii)(C) below, but
the member shall not make contributions hereunder based on
such BEP Salary Reductions.
The Periodic GRP Equalization Benefit shall be paid by the
Company to the person receiving payment of the
corresponding GRP benefit and, as nearly as practicable,
at the same time.
(c) As an alternative to the GRP Periodic Equalization
Benefit, the Company and an employee eligible for the
Periodic GRP Equalization Benefit under this Section 3.0l
may agree on payment of the actuarial equivalent in a lump
sum of such Periodic GRP Equalization Benefit, subject to
the following conditions and such other conditions as may
be determined by the Vice President-Finance and Treasurer,
the Vice President-General Counsel and the Vice President-
Employee Relations:
(i) The actuarial equivalent shall be
determined on the basis of the interest rates and
mortality tables, which would be used by the PBGC for
determining the present value of liability for
pensioners' benefits in the case of a terminated
retirement plan under Title IV of ERISA and which are
in effect in the month prior to the month when the
employee's GRP benefit begins.
(ii) The agreement must be entered into (A)
prior to the year in which the employee's retirement
occurs and (B) not later than six months before the
actual retirement date; provided, however, that the
requirement contained in Subsection (B) immediately
above shall not apply to such an agreement entered
into in l984 by the Company and an eligible employee
who retires before July l, l985.
(iii) The agreement once entered is irrevocable.
(iv) Evidence of good health at the time of the
agreement will be required.
Payment under such lump sum agreement shall be
made by the Company as soon as practicable after payment
of the GRP benefit begins.
<PAGE>
-3-
3.02 Savings and Stock Investment Plan Equalization Benefits.
(a) Pre-1985 Subaccount.
The provisions of this Subsection 3.02(a) shall apply in
determining that part of an eligible employee's SSIP
Equalization Benefit subaccount based on periods of
service until December 31, 1984.
(i) For an employee who made the election
regarding payroll deductions provided in this
Subsection, or who elected to have credited under
this Plan BEP Salary Reductions, a SSIP Equalization
Benefit shall be provided with respect to any class
or classes of the SSIP before January 1, 1985 with
respect to which Company or employee contributions
were subject to the Limitations.
(ii) If at any time during a plan year ending
before January 1, 1985 it appeared that contributions
by or on behalf of an employee (including any related
Company matching contributions) to the SSIP would be
subject to the Limitations, such an employee may have
elected to have the Company retain in its general
funds and have credited for purposes of computing a
member's subaccount of the SSIP Equalization Benefit
under this Section 3.02(a):
(A) by payroll deduction authorization under this Plan
that portion of the amount the employee had elected to
contribute as employee regular savings contributions to
the SSIP for such pay period (by a payroll deduction
authorization in effect for such pay period under
paragraph IV of the SSIP) which, when added to all
other actual and projected Annual Additions as defined
under paragraph XXXI of the SSIP during such plan
year, exceeded the Limitations.
(B) that portion of regular savings and related earnings
which have been returned to the employee pursuant to the
provisions of paragraph XXXI of the SSIP, and
(C) the employee's BEP Salary Reductions.
(iii) There has been established for each eligible employee a
subaccount for periods of participation under this Section
3.02(a) under the SSIP Equalization Benefit Account. This
subaccount shall be equal to the amounts retained by the
Company pursuant to Section 3.02(a)(ii) of this Plan adjusted
on the basis of investment performance and the member's
election as to investment of funds under paragraph VIII
and transfer of the value of employee and Company contributions
under paragraph IX of the SSIP as though contributions and
credits to the member's account hereunder had been so invested
less any withdrawals pursuant to Section 3.02(a)(iv) of
this Plan; provided, however, that an election by a
Company officer of investment in Company common stock
shall not apply under this Plan with respect to
contributions pursuant to Section 3.02(a)(ii) of this
Plan (other than related Company matching
contributions) which were made or credited hereunder
by or on behalf of such Company officer; and the
officer will be required to make any other investment
election permitted under paragraph VIII of the SSIP
with respect to such amounts.
<PAGE>
-4-
(iv) An employee may not withdraw any amounts in
excess of the member's regular savings contributions
under this Plan and may not borrow against the
subaccount of the member's SSIP Equalization Benefit.
(v) The SSIP Equalization Benefit under this
Section 3.02(a) shall be equal to the amount at the
time of distribution credited to the employee's subac
count of the SSIP Benefit Equalization Account as
determined under Section 3.02(a)(iii) above.
(b) Post-1984 Subaccount.
The provisions of this Subsection 3.02(b) shall apply in
determining an eligible employee's SSIP Equalization
Benefit subaccount based on periods of service beginning
January l, l985.
(i) If at any time during a plan year beginning
on or after January l, l985 contributions by or on
behalf of an employee and related Company matching
contributions to the SSIP are subject to the
Limitations there shall be credited for purposes of
computing a member's SSIP Equalization Benefit under
this Section 3.02(b) an amount equal to the Company
matching contributions which would have been made
under the SSIP based upon the employee's SSIP
elections except that such Company matching contribu
tions cannot be made because of the Limitations.
(ii) There shall be established for each
eligible employee a subaccount for periods of
participation under this Section 3.02(b) under the
SSIP Equalization Benefit Account. This subaccount
shall be equal to the amounts credited by the Company
pursuant to Section 3.02(b)(i) of this Plan adjusted
on the basis of investment performance and any
election by the member to transfer the value of
matured Company matching contributions under
paragraph IX of the SSIP, as though credits to the
member's account hereunder had been so invested.
(iii) An employee may not withdraw any
amounts credited under this Section 3.02(b) and may
not borrow against this subaccount of the member's
SSIP Equalization Benefit.
(iv) The SSIP Equalization Benefit under this
Section 3.02(b) shall be equal to the amount at the
time of distribution credited to the employee's subac
count of the SSIP Benefit Equalization Account as
determined under Section 3.02(b)(ii) above.
(c) Payment of SSIP Equalization Benefit.
The SSIP Equalization Benefit shall be paid in cash by the
Company to the employee, or if the employee is deceased,
to the employee's beneficiary under the SSIP, and shall be
made as soon as practicable after death, retirement or
other termination of employment.
<PAGE>
-5-
Section 4. Equalization Benefits Not Funded.
The Company's obligations under this Plan shall not be funded and
Equalization Benefits under this Plan shall be payable only out of
the general funds of the Company.
Section 5. Amendment, Termination, Etc.
The Board of Directors of the Company shall have the right at any
time to amend, modify, discontinue or terminate this Plan in whole
or in part; provided, however, that no such action shall deprive
any person of an Equalization Benefit under this Plan in respect of
any GRP benefit or any SSIP benefit to which the member's rights
shall have become vested (under the vesting provisions of the
applicable Plans, without regard to any provisions limiting
benefits or contributions) prior to the date of such action by the
Board of Directors.
Section 6. Administration and Interpretation of the Plan.
Full authority to administer and interpret this Plan shall be
vested in the Compensation and Option Committee of the Board of
Directors of the Company. The Committee is authorized from time to
time to establish such rules and regulations as it may deem
appropriate for the proper administration of the Plan, and to make
such determinations under, and such interpretations of, and to take
such steps in connection with, the Plan as it may deem necessary or
advisable. Each determination, interpretation, or other action by
the Committee shall be in its sole discretion and shall be final,
binding and conclusive for all purposes and upon all persons.
References to Articles, Sections or paragraphs of the Code or of
the GRP or of the SSIP shall be applicable to any corresponding
provision of the Code or of the applicable plans containing
essentially the same Limitations, in the event that the applicable
Code or plan provisions shall be renumbered.
<PAGE>
BENEFIT EQUALIZATION PLAN AMENDMENT
-----------------------------------
The Benefit Equalization Plan (the "BEP") has recently been amended
to provide that the Company matching contributions that would otherwise
have been made either to the Savings and Stock Investment Plan for
Salaried Employees ("SSIP") or credited to the employee's BEP savings plan
account if the employee had not elected a base salary deferral under the
terms of the recently adopted Deferred Compnesation Plan ("DCP") will be
provided under the BEP. The unfunded BEP was amended to provide the benefit
because amounts of base salary that an employee elects to defer under the
DCP cannot under the Internal Revenue Code be used to determine the amount
of the benefit under the tax-qualified SSIP.
The BEP has also been amended to allow employees to make investment
elections in their BEP savings plan account that are independent of investment
elections made with respect to their SSIP accounts. Previously, BEP accounts
were adjusted to reflect elections made by employees under the SSIP. Such
employees may elect to have their "phantom" accounts under the unfunded
BEP based on any of the investment elections offered under the SSIP.
Exhibit 5.1
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 22, 1996
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 the obligations of the Company under the
savings plan portion of the Company's Benefit Equalization
Plan (the "Plan") to pay in the future the value of the
participants' Plan savings accounts based on the measurement
investment options applicable to the accounts, in accordance
with the terms of the Plan (the "Obligations").
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 Obligations being registered
under the Registration Statement, and all such Obligations
issued in accordance with 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.
<PAGE>
-2-
I hereby consent to the use of this opinion as Exhibit
5.1 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
Exhibit 5.2
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
April 22, 1996
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"),
relating to the savings plan portion of the Benefit
Equalization Plan (the "Plan").
As a Senior Attorney of the Company, I am familiar with
the affairs of the Company, including the action taken by the
Company in connection with the Plan. I have examined, or
caused to be examined, the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")
and the provisions of the Plan. I also have examined or
caused to be examined such other documents and instruments
and have made such further investigation as I have deemed
appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that in general
the Plan is exempt from ERISA's requirements. However, to the
extent a limited statement to the United States Department of
Labor (the "DOL") is required to meet the reporting and
disclosure requirements under ERISA regulations, that statement
has been filed with the DOL.
I hereby consent to the use of this opinion as Exhibit
5.2 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/F. C. King
F. C. King
Senior Attorney
Exhibit 23
Coopers & Lybrand
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Registration Statement on Form S-8
We consent to the incorporation by reference in this
Registration Statement of our report dated January 26, 1996
on our audits of the consolidated financial statements of
Ford Motor Company at December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993, which
report is included in Ford's Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
April 18, 1996
Exhibit 24.1
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING DEBT SECURITIES, LEASE SECURITIES, GUARANTEES
AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director or officer of FORD MOTOR
COMPANY (the "Company"), appoints each of J. M. Devine, M. S.
Macdonald, E. S. Acton, J. W. Martin, Jr., J. M. Rintamaki, L. J.
Ghilardi, K. S. Lamping and P. J. Sherry, Jr., his or her true
and lawful attorney and agent to do any and all acts and things
and execute any and all instruments which the attorney and agent
may deem necessary or advisable in order to enable the Company to
register the above-captioned Securities for issuance and sale
under, and otherwise to comply with, the Securities Act of 1933
and any requirements of the Securities and Exchange Commission
(the "Commission") in respect thereof, including but not limited
to, power and authority to sign his or her name (whether on
behalf of the Company, or otherwise) to one or more Registration
Statements and any amendments thereto, or any of the exhibits,
financial statements and schedules, or the prospectuses, filed
therewith, and to file them with the Commission, all as
authorized at a meeting of the Board of Directors of the Company
held on April 11, 1996. Each of the undersigned ratifies and
confirms all that any of the attorneys and agents shall do or
cause to be done by virtue hereof. Any one of the attorneys and
agents shall have, and may exercise, all the powers conferred by
this instrument.
Each of the undersigned has signed his or her name as of the
11th day of April, 1996.
/s/Alex Trotman /s/Colby Chandler
- ------------------------- --------------------------
(Alex Trotman) (Colby H. Chandler)
/s/Michael D. Dingman /s/Edsel B. Ford II
- ------------------------- --------------------------
(Michael D. Dingman) (Edsel B. Ford II)
/s/William Clay Ford /s/ William Clay Ford, Jr.
- ------------------------- -------------------------
(William Clay Ford) (William Clay Ford, Jr.)
/s/Roberto C. Goizueta /s/Irvine O. Hockaday, Jr.
- -------------------------- --------------------------
(Roberto C. Goizueta) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis /s/Drew Lewis
- --------------------------- ---------------------------
(Marie-Josee Kravis) (Drew Lewis)
<PAGE>
- 2 -
/s/ Ellen R. Marram /s/Kenneth H. Olsen
- ------------------------ -----------------------
(Ellen R. Marram) (Kenneth H. Olsen)
/s/Carl E. Reichardt /s/John L. Thornton
- ------------------------- -----------------------
(Carl E. Reichardt) (John L. Thornton)
/s/Clifton R. Wharton, Jr. /s/John M. Devine
- --------------------------- ------------------------
(Clifton R. Wharton, Jr.) (John M. Devine)
/s/Daniel R. Coulson
- ---------------------------
(Daniel R. Coulson)
Exhibit 24.2
FORD MOTOR COMPANY
Certificate of an Assistant Secretary
-------------------------------------
The undersigned, T. J. DeZure, an Assistant Secretary
of Ford Motor Company, a Delaware corporation (the
"Company"), DOES HEREBY CERTIFY that attached hereto are
true and correct copies of excerpts of resolutions adopted by
the Board of Directors of the Company at a meeting duly called
and held on April 11, 1996, and the same are in full force and
effect on the date hereof.
WITNESS my hand and the seal of the Company this 22nd
day of April, 1996.
/s/T. J. DeZure
-------------------------
T. J. DeZure
Assistant Secretary
(Corporate Seal)
<PAGE>
FORD MOTOR COMPANY
Excerpts of Resolutions Adopted by
the Board of Directors of Ford Motor
Company on April 11, 1996
----------------------------------------
RESOLVED, That the proposals described in the
communication dated April 11, 1996, signed by M. S.
Macdonald and addressed to the members of the Board of
Directors, entitled "1996 Annual Report on Financing Plans
and Investments", presented to and discussed at this
meeting, be and hereby are approved.
RESOLUTIONS RELATING TO ISSUANCE OF DEBT
SECURITIES AND LOAN AGREEMENTS
Public Offerings
- ----------------
RESOLVED, That the Company be and hereby is authorized
to issue and sell, in one or more public offerings, debt
securities, to be denominated when issued in U.S. dollars or
any foreign currency or currencies, consisting of notes,
debentures, warrants, Company obligations under unfunded
employee benefit plans, guarantees or other securities, or
any combination thereof ("Debt Securities"), in an aggregate
principal amount not to exceed U.S. $2,000,000,000 or the
equivalent thereof, with such maturity dates, in such
relative principal amounts, in such currencies, at such
interest rates (either on a fixed or floating basis) or
original issue discounts, as applicable, and upon such
additional terms and conditions (including, without
limitation, provisions for subordination) as may be fixed by
the Chairman of the Board of Directors, President and Chief
Executive Officer, the Group Vice President and Chief
Financial Officer, or the Treasurer, and that each such
officer be and hereby is authorized to determine the terms
of the Debt Securities, including, without limitation, the
respective maturity dates, the relative principal amounts,
the respective currencies, the stated rates of interest
(either on a fixed or floating basis) to be borne by, or the
original issue discounts applicable to, the Debt Securities,
any provisions for subordination of the Debt Securities, any
provisions for conversion of the Debt Securities into other
Debt Securities or into securities of one or more affiliates
of the Company, the terms and the price or prices for any
prepayment or redemption of the Debt Securities pursuant to
a sinking fund or otherwise, and the purchase prices to be
paid by any underwriters or any firm, institution,
partnership or other person purchasing the Securities.
Private Offerings
- -----------------
RESOLVED, That the Company be and hereby is authorized
to issue and sell, in one or more private offerings, debt
securities, to be denominated when issued in U.S. dollars or
any foreign currency or currencies, consisting of notes,
debentures, warrants, guarantees or other securities, or any
combination thereof ("Privately-placed Securities"), in an
aggregate principal amount not to exceed U.S. $2,000,000,000
<PAGE>
-2-
or the equivalent thereof, in such relative principal amounts, with
such maturity date or dates, at such interest rate or rates,
at such redemption price or prices, at such purchase price
or prices to be paid by the purchasers thereof and upon such
additional terms and conditions as may be fixed by the
Chairman of the Board of Directors, President and Chief
Executive Officer, the Group Vice President and Chief
Financial Officer, or the Treasurer; and such officers be
and hereby are authorized to embody such determinations in
the Privately-placed Securities, in one or more Note
Agreements, Purchase Agreements or Loan Agreements or in any
other agreement, instrument or document, as any such officer
shall determine.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to
execute and deliver such Privately-placed Securities, Note
Agreements, Loan Agreements, Purchase Agreements or other
agreements or instruments and documents as may be approved
pursuant to the next preceding resolution.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take
any action (including, without limitation, the payment of
expenses) and to execute and deliver any and all
certificates, instruments and documents (under the corporate
seal of the Company or otherwise) as such officer or
officers may deem necessary, appropriate or desirable in
order to carry out the purposes and intents of each and all
of the foregoing resolutions.
Euro-Currency, Euro-Dollar and Foreign Currency Offerings
- ---------------------------------------------------------
RESOLVED, That the Company be and hereby is authorized
to issue and sell, in one or more public or private
offerings in the Euro-Dollar market, or in Europe, Japan or
elsewhere outside the United States, through underwriters or
otherwise, debt securities payable in U.S. dollars or in any
European or other foreign currency, in an aggregate
principal amount not to exceed U.S. $2,000,000,000 or the
equivalent thereof, consisting of notes, debentures,
warrants, guarantees or other securities, or any combination
thereof ("Foreign Securities"), in such principal amounts,
at such rates of interest, with such maturities and on such
other terms and conditions as may be approved by the
Chairman of the Board of Directors, President and Chief
Executive Officer, the Group Vice President and Chief
Financial Officer, or the Treasurer, and, in connection
therewith, each such officer, and also the Secretary, any
Assistant Secretary and any Assistant Treasurer, and each of
them, be and hereby is authorized, in the name and on behalf
of the Company, to execute (by manual or facsimile
signature) and deliver one or more Notes, Underwriting
Agreements, Note Agreements, Purchase Agreements, Loan
Agreements, Fiscal Agency Agreements, Indentures,
Prospectuses, Offering Circulars, Listing Applications and
any other agreements or instruments and documents as any
such officer shall determine.
<PAGE>
-3-
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take
any action (including, without limitation, the payment of
expenses) and to execute (by manual or facsimile signature)
and deliver any and all certificates, instruments and
documents (under the corporate seal of the Company or
otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes
and intents of the next preceding resolution.
Loan Agreements
- ---------------
RESOLVED, That the Company be and hereby is authorized
to borrow from banks, trust companies, affiliates of the
Company or other persons, under and pursuant to loan
agreements or other borrowing arrangements ("Loan
Agreements"), an aggregate amount not to exceed at any one
time outstanding the sum of U.S. $2,000,000,000 or the
equivalent thereof, in such principal amounts, at such rates
of interest, with such maturities and on such other terms
and conditions as may be approved by the Chairman of the
Board of Directors, President and Chief Executive Officer,
the Group Vice President and Chief Financial Officer, or the
Treasurer.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Treasurer and any Assistant Treasurer, and each of them, be
and hereby are authorized, in the name and on behalf of the
Company, to execute and deliver Loan Agreements between the
Company and such banks, trust companies, affiliates or other
persons, respectively, providing for, among other things,
loans to the Company on such terms as may be approved
pursuant to the next preceding resolution and containing
such other terms and provisions as the officer or officers
executing such Loan Agreements may deem necessary,
appropriate or desirable, as conclusively evidenced by his,
her or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company (a) to
execute and deliver promissory notes of the Company
("Promissory Notes") pursuant to the terms and conditions of
the Loan Agreements evidencing the indebtedness of the
Company to such banks, trust companies, affiliates or other
persons and containing such other terms and provisions as
the officer or officers executing such Promissory Notes may
deem necessary, appropriate or desirable, as conclusively
evidenced by his, her or their execution thereof and (b) to
take any other action (including, without limitation, the
payment of expenses) and to execute and deliver any and all
other certificates, instruments and documents (under the
corporate seal of the Company or otherwise) as such officer
or officers may deem necessary, appropriate or desirable in
order to carry out the purposes and intents of the foregoing
resolutions.
<PAGE>
-4-
Industrial Development Revenue Bonds
- ------------------------------------
RESOLVED, That up to U.S. $2,000,000,000 in aggregate
cost of equipment, machinery, structures and related
property and facilities installed or to be installed at any
assembly plant or any other facility of the Company be and
hereby is authorized to be financed by the Company through
one or more offerings of serial and/or term industrial
development revenue bonds or other types of debt securities
("Bonds"), to be issued by governmental authorities
authorized to issue Bonds in the relevant locations.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, the Group Vice
President and Chief Financial Officer, and the Treasurer,
and each of them, be and hereby are authorized to approve,
with respect to each offering of Bonds, (i) the terms of
such Bonds, including, without limitation, the principal
amount thereof; the stated rate or rates of interest to be
borne thereby; the maturity date or dates thereof; the
respective proportions thereof which shall be serial Bonds
and term Bonds; and the price or prices for redemption
thereof pursuant to any sinking fund or otherwise; (ii) the
issuer or issuers and the form, terms and provisions of one
or more letters of credit relating to payment of such Bonds
or of any of the Company's obligations in connection
therewith and the form, terms and provisions of any
reimbursement agreements pertaining to such letters of
credit; (iii) the Trustee or Trustees to serve under and the
form, terms and provisions of one or more indentures
("Indentures") covering such Bonds; (iv) the paying agent or
paying agents for such Bonds; and (v) the form, terms and
provisions of any purchase agreement or underwriting
agreement ("Underwriting Agreement") relating to such Bonds,
including the purchase price or prices to be paid by the
purchasers or the underwriters ("Underwriters") thereunder
and the sale price or prices or the initial public offering
price or prices of such Bonds.
RESOLVED, That, in connection with each offering of
Bonds, preparation of one or more official statements
("Official Statements") containing information with respect
to such Bonds and the governmental issuer of such Bonds and
information with respect to, and financial statements of,
the Company, be and hereby is authorized and approved; that
the appropriate officer or officers of the Company, and each
of them, be and hereby are authorized to prepare (and if it
shall appear necessary, appropriate or desirable to such
officers, sign and execute in their own behalf, or in the
name and on behalf of the Company, or both, as the case may
be) any such Official Statement, containing such information
(including, without limitation, any amendments, attachments,
exhibits and other documents relating thereto or required by
law, regulation or practice in connection therewith), as the
officer or officers executing the related letter of
representation may deem necessary, appropriate or desirable;
and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause any such
Official Statement to be delivered to the Underwriters named
in the related Underwriting Agreement for use in connection
with such offering.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company, to
<PAGE>
-5-
purchase, to arrange for the purchase of, or to direct the Trustee
under any Indenture to purchase, Bonds in connection with
any sinking fund under the provisions of any Indenture.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to
take any and all action which such officers, or any of them,
may deem necessary, appropriate or desirable in order to
obtain a permit for, register or qualify all or part of each
offering of Bonds for issuance and sale, or to request an
exemption from registration of such securities, or to
register or obtain a license for the Company as a dealer or
broker under the securities laws of such states of the
United States of America as such officers, or any of them,
may deem necessary, appropriate or desirable, and in
connection with such registrations, permits, licenses,
qualifications and exemptions to execute, acknowledge,
verify, deliver, file and publish all such applications,
reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments
as may be required under such laws, and to take any and all
further action which such officers, or any of them, may deem
necessary, appropriate or desirable in order to maintain
such registration in effect for so long as such officers, or
any of them, may deem to be in the best interests of the
Company.
RESOLVED, That the appropriate officers of the
Company, and each of them, be and hereby are authorized, in
the name and on behalf of the Company, to take any action
(including, without limitation, the payment of expenses) and
to execute (by manual or facsimile signature) and deliver
any and all letters, agreements, documents or other writings
(including a letter of representation, an installment sales
contract, a lease or a loan agreement and a promissory
note), that such officer or officers may deem necessary,
appropriate or desirable in order to facilitate any offering
of Bonds and otherwise carry out the purposes and intents of
each and all of the foregoing resolutions.
Overall Limitation on Indebtedness
- ----------------------------------
RESOLVED, That notwithstanding the provisions of the
preceding resolutions relating to Public Offerings; Private
Offerings; Foreign Currency Offerings; Loan Agreements; and
Industrial Development Revenue Bonds; the aggregate
principal amount of Debt Securities, Privately-placed
Securities, Foreign Securities, Loan Agreements with or
Promissory Notes issued to persons other than affiliates of
the Company and Bonds issued and sold pursuant to such
resolutions shall not exceed U.S. $2,000,000,000 or the
equivalent thereof, less such amount as shall have been
allocated for foreign automotive operations pursuant to the
recital and resolution next following.
<PAGE>
-6-
* * * *
RESOLUTIONS RELATING TO THE REGISTRATION OF
SECURITIES, THE LISTING OF SECURITIES ON STOCK EXCHANGES
AND RELATED MATTERS
RESOLVED, That the Company be and hereby is authorized
to register with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"), Debt Securities, Lease Securities,
guarantees to be executed and delivered on behalf of the
Company (the "Guarantees") in connection with the offering
or offerings from time to time of debt securities issued by
any Company subsidiary, consisting of notes, debentures,
warrants or other securities, or any combination thereof,
and other securities which may be issued by the Company,
including, without limitation, subordinated debt securities,
preferred stock and related depositary shares, common stock,
and warrants to purchase any of the foregoing ("Other
Securities") (such Debt Securities, Lease Securities,
Guarantees and Other Securities are collectively referred to
as "Securities").
RESOLVED, That the preparation by the Company of one
or more Registration Statements on Form S-3 or such other
form as may be appropriate covering the Securities,
including prospectuses, exhibits and other documents, to be
filed with the Commission for the purpose of registering the
offer and sale of the Securities, be and it hereby is in all
respects approved; that the directors and appropriate
officers of the Company, and each of them, be and hereby are
authorized to sign and execute in their own behalf, or in
the name and on behalf of the Company, or both, as the case
may be, any such Registration Statement, with such changes,
if any, therein, including amendments to the prospectus and
the addition or amendment of exhibits and other documents
relating thereto or required by law or regulation in
connection therewith, all in such form as such directors and
officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof, and that
the appropriate officers of the Company, and each of them,
be and hereby are authorized to cause any such Registration
Statement, so executed, to be filed with the Commission;
and, prior to the effective date of any such Registration
Statement and if the Vice President - General Counsel or the
Secretary deems it advisable, the appropriate officers of
the Company are directed to use their best efforts to
furnish each director and each officer signing such
Registration Statement with a copy of such Registration
Statement, and if, prior to the effective date of any such
Registration Statement, material changes therein or material
additions thereto are proposed to be made, other than
changes and additions of a type authorized under these
resolutions to be approved by officers of the Company, and
if the Vice President - General Counsel or the Secretary
deems it advisable, the appropriate officers of the Company
are directed to use their best efforts to furnish each
director, and each officer signing any such Registration
Statement, with a copy of such Registration Statement and
each amendment thereto as filed with the Commission, or a
description of such changes or additions, or a combination
thereof, in as complete and final form as practicable and in
sufficient time to permit each director and each such
officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
<PAGE>
-7-
RESOLVED, That the directors and appropriate officers
of the Company, and each of them, be and hereby are
authorized to sign and execute in their own behalf, or in
the name and on behalf of the Company, or both, as the case
may be, any and all amendments (including post-effective
amendments) to any Registration Statement, including
amendments to the prospectus and the addition or amendment
of exhibits and other documents relating thereto or required
by law or regulation in connection therewith, all in such
form, with such changes, if any, therein, as such directors
and officers may deem necessary, appropriate or desirable,
as conclusively evidenced by their execution thereof, and
that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause such amendment
or amendments, so executed, to be filed with the Commission;
and if, prior to the effective date of each such post-
effective amendment, material changes or material additions
are proposed to be made in or to any such Registration
Statement or any amendment thereto in the form in which it
most recently became effective, other than changes and
additions of a type authorized under these resolutions to be
approved by officers of the Company, and if the Vice
President - General Counsel or the Secretary deems it
advisable, the appropriate officers of the Company are
directed to use their best efforts to furnish each director,
and each officer signing such post-effective amendment, with
a copy of such post-effective amendment or a description of
all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in
sufficient time to permit each director and each such
officer so desiring to object to any part of such post-
effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be
required to sign and execute any such Registration Statement
or any amendment thereto or document in connection therewith
(whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is
authorized to execute a power of attorney appointing J. M.
Devine, M. S. Macdonald, E. S. Acton, J. W. Martin, Jr., J.
M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J.
Sherry, Jr., and each of them, severally, his or her true
and lawful attorney or attorneys to sign in his or her name,
place and stead in any such capacity any such Registration
Statement and any and all amendments (including post-
effective amendments) thereto and documents in connection
therewith, and to file the same with the Commission, each of
said attorneys to have power to act with or without the
other, and to have full power and authority to do and
perform, in the name and on behalf of each of said officers
and directors who shall have executed such a power of
attorney, every act whatsoever which such attorneys, or any
of them, may deem necessary, appropriate or desirable to be
done in connection therewith as fully and to all intents and
purposes as such officers or directors might or could do in
person.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take
any and all action which such persons, or any of them, may
deem necessary, appropriate or desirable in order to obtain
a permit, register or qualify the Securities for issuance
and sale or to request an exemption from registration of the
Securities or to register or obtain a license for the
Company as a dealer or broker under the securities laws of
such of the states of the United States of America as such
persons, or any of them, may
<PAGE>
-8-
deem necessary, appropriate or desirable, and in connection
with such registrations, permits, licenses, qualifications
and exemptions to execute, acknowledge, verify, deliver,
file and publish all such applications, reports,
resolutions, irrevocable consents to service of process,
powers of attorney and other papers and instruments as may
be required under such laws, and to take any and all further
action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to maintain
such registrations in effect for as long as such persons, or
any of them, may deem to be in the best interests of the
Company.
RESOLVED, That the Chairman of the Board of Directors,
President and Chief Executive Officer, any Executive Vice
President, any Group Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are
authorized to designate any licensed California broker-
dealer as the Company's attorney-in-fact for the purpose of
executing and filing one or more applications and amendments
thereto on behalf of the Company, under applicable
provisions of the California Corporate Securities Law of
1968, for the registration or qualification of part or all
of the Securities (whether or not subordinated) for offering
and sale in the State of California.
RESOLVED, That any and all haec verba resolutions
which may be required by the Blue Sky or securities laws of
any state in which the Company intends to offer to sell the
Securities be, and they hereby are, adopted; that the proper
officers of the Company be, and they hereby are, authorized
to certify that such resolutions were duly adopted at this
meeting; and that the Secretary of the Company shall cause a
copy of each resolution so certified to be attached to the
minutes of this meeting.
* * * *
RESOLVED, That the appropriate officers of the
Company, and each of them, be and hereby are authorized and
empowered, in the name and on behalf of the Company, to take
any action (including, without limitation, (i) the
appointment of Registrars, Issuing Agents, Paying Agents and
other agents, (ii) the payment of expenses and (iii)
purchases and sales of securities to support the Company's
obligations under the Ford Motor Company Deferred
Compensation Plan, the Ford Motor Company Benefit
Equalization Plan and similar unfunded employee benefit
plans or programs) and to execute (by manual or facsimile
signature) and deliver any and all agreement, certificates,
instruments and other documents documents (under the
corporate seal of the Company or otherwise) that such
officer or officers may deem necessary, appropriate or
desirable to carry out the purposes and intents of each and
all of the foregoing resolutions.
* * * *
