Registration No. 33-58861
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
_______________________________________________________
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
(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)
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PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC. PRIME ACCOUNT
______________________
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.
Exhibit 4.1 Description of Primus Automotive Financial
Services, Inc. Prime Account. Filed with this
Registration Statement.
Exhibit 4.2 Trust Agreement dated as of December 29, 1995
between Primus Automotive Financial Services,
Inc. and Fidelity Management Trust Company, as Trustee.
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 15 Letter from Independent Certified Public Accountants
regarding unaudited interim financial information.
Filed with this Registration Statement.
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Exhibit 23 Consent of Independent Certified Public Accountants.
Filed with this Registration Statement.
Exhibit 24.1* Powers of Attorney authorizing signature.
Exhibit 24.2* Certified resolutions of Board of Directors
authorizing signature pursuant to a power of
attorney.
Exhibit 24.3 Power of Attorney authorizing signature. Filed as
Exhibit 24.1 to Registration Statement No. 33-64605
and incorporated herein by reference.
________________________
* Previously filed as an Exhibit to this Registration Statement on
April 27, 1995.
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The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Franklin,
State of Tennessee, on this 23rd day of May, 1996.
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
By:/s/Dennis T. Delaney
-----------------------------------------
Dennis T. Delaney, Committee Member
Primus Automotive Financial Services, Inc.
Prime Account Committee
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-5-
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
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Dearborn, State of Michigan, on this 23rd day of May, 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 Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
Director and Chairman of the
Board of Directors, President
and Chief Executive Officer
Alex Trotman* (principal executive officer) May 23, 1996
- ---------------------
(Alex Trotman)
Michael D. Dingman* Director May 23, 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 May 23, 1996
- ----------------------
(Edsel B. Ford II)
William Clay Ford* Director May 23, 1996
- ----------------------
(William Clay Ford)
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Signature Title Date
- --------- ----- ----
William Clay Ford, Jr.* Director May 23, 1996
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(William Clay Ford, Jr.)
Roberto C. Goizueta* Director May 23, 1996
- ------------------------
(Roberto C. Goizueta)
Irvine O. Hockaday, Jr.* Director May 23, 1996
- ------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director May 23, 1996
- ------------------------
(Marie-Josee Kravis)
Drew Lewis* Director May 23, 1996
- -----------------------
(Drew Lewis)
Ellen R. Marram* Director May 23, 1996
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(Ellen R. Marram)
Carl E. Reichardt* Director May 23, 1996
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(Carl E. Reichardt)
John L. Thornton Director May 23, 1996
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(John L. Thornton)
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Signature Title Date
- --------- ----- ----
Clifton R. Wharton, Jr.* Director May 23, 1996
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(Clifton R. Wharton, Jr.)
Group Vice President and
Chief Financial Officer
John M. Devine* (principal financial officer) May 23, 1996
- ------------------------
(John M. Devine)
Director of Accounting
Daniel R. Coulson* (principal accounting officer) May 23, 1996
- ------------------------
(Daniel R. Coulson)
*By: /s/K. S. Lamping
--------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
---------------
Exhibit 4. 1 Description of Primus Automotive
Financial Services, Inc. Prime
Account. Filed with this Registration
Statement.
Exhibit 4.2 Trust Agreement dated as of December
29, 1995 between Primus Automotive
Financial Services, Inc. and Fidelity
Management Trust Company, as Trustee.
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 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 24.1* Powers of Attorney authorizing signature.
Exhibit 24.2* Certified resolutions of Board of Directors
authorizing signature pursuant to a power
of attorney.
Exhibit 24.3 Power of Attorney authorizing signature.
Filed as Exhibit 24.1 to Registration
Statement No. 33-64605 and incorporated
herein by reference.
________________________
* Previously filed as an Exhibit to this Registration Statement on
April 27, 1995.
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
December 20, 1995
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
This document is intended to satisfy the summary plan description
requirements under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), for the PRIMUS Automotive Financial
Services, Inc. Prime Account (the "Plan") and to serve as a
prospectus pursuant to certain requirements of the Securities and
Exchange Commission.
This prospectus covers shares of Ford Motor Company ("Ford")
Common Stock being offered on the basis set forth herein to
eligible participants under the Plan sponsored by Primus
Automotive Financial Services, Inc. (the "Company"). Plan
participants will be entitled to invest their own contributions
and Company matching contributions in several different
investment funds, including: the Ford Stock Fund, Fidelity
Retirement Government Money Market Portfolio, Fidelity
Intermediate Bond Fund, Fidelity Growth and Income Portfolio,
Fidelity Puritan Fund, Fidelity U.S. Equity Index Portfolio,
Fidelity Blue Chip Growth Fund, Fidelity Contrafund, Fidelity
Growth Company Fund, Fidelity Magellan Fund, Fidelity OTC
Portfolio, Fidelity International Growth And Income Fund,
Fidelity Overseas Fund, Fidelity Asset Manager, Fidelity Asset
Manager: Growth, and Fidelity Asset Manager: Income.
General Plan Information
- ------------------------
The Plan, which is maintained on a calendar year basis, was
established effective April 1, 1992, to assist eligible employees
in saving for their retirement. The trustee of the trust related
to the Plan is Fidelity Management Trust Company. The Plan
includes a retirement savings section under which employee
contributions (pre-tax and after-tax) may be matched by the
Company. Although it has not expressed any intention to do so,
the Plan Committee (the "Committee"), appointed by the Company
and which serves as the Plan administrator, has the authority to
terminate the Plan at any time. In the event of Plan
termination, the Committee will direct the trustee to distribute
the assets of the Plan to the participants, former participants,
and beneficiaries in accordance with their interests under the
Plan. In the event of termination, all participant accounts
become fully vested. The Committee also has the right to amend
the Plan; however, in no event will an amendment reduce the
interest in the Plan of any participant. The duties and
responsibilities of the Committee include, but are not limited to
the following: the right to appoint accountants, consultants,
counsel, etc. as deemed necessary to administer the Plan, the
right to determine benefits and resolve questions, and the right
to settle any claims against the Plan.
In order to obtain more information about the Plan and its
administrators, participants may call (615) 665-7939 or write to
the Committee, Primus Automotive Financial Services, Inc., One
Burton Hills Boulevard, Suite 350, P.O. Box 150395, Nashville,
Tennessee 37215 or call the Fidelity Retirement Benefits Line at
1-800-835-3361.
1
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ERISA
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The Plan is a defined contribution plan described in Section
3(34) of ERISA. As such, the Plan is subject to the applicable
provisions of Part 1 (Reporting and Disclosure), Part 2
(Participation and Vesting), Part 4 (Fiduciary Responsibility)
and Part 5 (Administration and Enforcement) of Subtitle B of
Title 1 of ERISA. The Plan is neither subject to Part 3 (Funding)
of Subtitle B of Title 1 of ERISA nor subject to any of the
provisions in Title IV (Pension Benefit Guaranty Corporation Plan
Termination Insurance) of ERISA, because those portions of ERISA
pertain to defined benefit plans described in Section 3(35) of
ERISA. Because the Plan is not subject to Title IV of ERISA,
there is no PBGC insurance for the Plan.
Employees Who May Participate in the Plan
- -----------------------------------------
A full-time employee becomes eligible to participate in the
retirement savings section of the Plan (the pre-tax and company
matching contributions) on the first day of the Plan Year quarter
that follows the completion of twelve (12) months of service
provided such employee has completed at least 1,000 hours of
service for the Company during such one year period. Eligibility
to contribute to the Plan is suspended during an unpaid leave of
absence and during the one year period following a hardship
withdrawal.
Employees Who May Not Participate in the Plan
- ---------------------------------------------
Certain employees are not eligible to participate in the Plan,
even if they satisfy the above eligibility requirements.
Employees are not able to participate if they fall into one of
the following categories: (i) members of collective bargaining
units, unless the agreement makes the Plan available to the unit,
(ii) leased employees (employees of outside contractors
performing work for Primus).
Contributing to the Retirement Savings Section of the Plan
- ----------------------------------------------------------
Generally, ERISA states that participants may contribute the
lesser of $30,000 or 25% of their annual compensation to the
Plan; this includes all contributions made by the employee and
the company. All participant contributions must be in multiples
of 1% and must be made through payroll deductions. When you
enroll in the Plan, you elect how much to save in pre-tax
contributions or after-tax contributions, or both. You can save
up to 11% as pre-tax contributions and up to an additional 4% as
after-tax contributions. Under present law, the Company must
limit the sum of contributions to the Plan (pre-tax
contributions, after-tax contributions, and Company matching
contributions) to the lower of $30,000 or 25% of your taxable
compensation.
2
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Federal law provides that the maximum amount of annual
compensation that may be used for determining participant
contributions under the Plan is $150,000, adjusted annually by
the Internal Revenue Service ("IRS") to reflect cost of living
increases.
How to Contribute
- -----------------
In order to contribute to the retirement savings section of the
Plan, eligible participants must enroll by contacting the
Fidelity Retirement Benefits Line. Participants will elect the
percentage of their annual compensation they wish to contribute.
The Fidelity Retirement Benefits Line generally provides 24-hour
access to Plan account information and permits a variety of
transactions to be initiated, toll-free, from any touch-tone
telephone. Fidelity Representatives are available 15 1/2 hours a
day from 8:30 a.m. to midnight (Eastern Time) on business days.
The Plan can be managed almost entirely over the phone with the
Fidelity Retirement Benefits Line. Forms will not be available
for most transactions.
To use the automated telephone system or speak to a
representative, you should call:
- Fidelity Retirement Benefits Line 1-800-835-3361
- From overseas, Call Collect 1-508-787-9444
- TTY Phone Line for the Hearing Impaired 1-800-610-4015
If a participant wishes to suspend contributions completely,
(except for hardship) the Plan requires that contributions remain
suspended for a period of at least one month. Your percentage
of payroll deductions will be changed or stopped as soon as
administratively feasible after notice is received by the
Fidelity Retirement Benefits Line.
Pre-Tax Contributions
- ---------------------
Pre-tax contributions are made to the retirement savings section
of the Plan by the Company on behalf of a participant pursuant to
a participant's Salary Savings Agreement. Generally,
participants may contribute up to 11% of their annual
compensation (which includes a participant's base pay, overtime
and incentive compensation) on a pre-tax basis. However, there
are some additional limitations:
Federal law limits 1996 participant contributions on a
pre-tax basis to $9,500 per year, adjusted annually by the
IRS to reflect cost of living increases. The annual limit
was $8,475 for 1991, $8,728 for 1992, $8,994 for 1993,
$9,240 for 1994, $9,240 for 1995 and is raised to $9,500
for 1996.
3
<PAGE>
Each year the Plan must pass certain nondiscrimination tests
imposed by the IRS concerning the total participant
contributions to the Plan on a pre-tax basis. In order to
pass these tests, highly compensated employees (generally,
those earning over $60,535 in 1991, over $62,345 in 1992,
over $64,245 in 1993, over $66,000 in 1994, over $66,000 in
1995 and remains unchanged at $66,000 for 1996) are limited
in the percentage they are permitted to contribute to the
Plan.
The Plan provides participants with various investment choices in
which they may invest their pre-tax contributions. These choices
under "Investment Funds" are described below.
After-Tax Contributions
- -----------------------
After-tax contributions are made to the Plan by way of payroll
deductions. After-tax contributions must pass certain
nondiscrimination tests imposed by the IRS. The Plan provides
participants with various investment choices in which they may
invest their after-tax contributions. These choices are
described herein.
Rollover Contributions
- ----------------------
The Plan accepts rollovers from prior employers' qualified plans,
provided such amounts are eligible for rollover treatment under
Federal law. The prior employer or prior plan administrator must
verify in writing to the Committee that the distribution is
eligible for favorable tax treatment and must provide
documentation that the prior plan was qualified. Also, the
rollover must be completed within 60 days from receipt of the
distribution. An individual may also accomplish a rollover to the
Plan by making a "direct rollover" from a prior employer's
qualified plan. A "direct rollover" is a direct transfer of
benefits from one plan to another, in which the individual does
not have the benefits in his or her direct possession. Rollover
contributions, if any, are not matched and will be invested in
accordance with the participant's election on the rollover
authorization form, or if no election is made, in the same manner
as the participant's current retirement savings contributions.
When you are entitled to receive a distribution of benefits from
the Plan, there are several special tax rules that you will need
to consider. These rules are briefly discussed below and will be
set forth in detail in a Special Tax Notice Regarding Plan
Payments that you will be given prior to the date on which you
decide how to receive your benefits from the Plan. If your
payment from the Plan is an "eligible rollover distribution,"
then you must decide whether to have it paid directly to you or
directly rolled over to another qualified plan or an individual
retirement account ("IRA"). Generally, all distributions to you
from the Plan will be "eligible rollover distributions," except
the following:
Non-taxable payments. In general, only the "taxable
portion" of your Plan distribution is an eligible rollover
distribution. Post-tax contributions to the Plan will be
non-taxable when they are paid to you, and they cannot be
rolled over. Note, however, that any earnings' on post-tax
contributions would be taxable when distributed to you and,
thus, would be treated as eligible rollover distributions.
4
<PAGE>
Payments spread over long periods. You cannot roll over a
payment if it is part of a series of equal (or almost equal)
payments that are made at least once a year and that will
last for your lifetime (or your life expectancy), or your
lifetime and your beneficiary's lifetime (or life
expectancies), or a period of ten years or more.
Required Minimum Payments. Beginning in the year in which
you reach age 70-1/2, a certain portion of your payment cannot
be rolled over because it is a "required minimum payment"
that must be paid to you.
With regard to your eligible rollover distribution, the tax
consequences to you will differ depending on whether you elect a
direct rollover or a payment directly to you. If you elect a
direct rollover, your payment will not be taxed in the current
year and no income tax will be withheld. Also, your payment will
be made directly to the IRA or qualified employer plan that you
specify. Your payment will be taxed at a later time when you
take it out of the IRA or the qualified employer plan.
If, on the other hand, you choose to have your Plan benefits paid
directly to you, you will receive only 80% of the payment because
the Plan administrator is required to withhold 20% of the payment
and send it to the IRS as income tax withholding to be credited
against your taxes. Your payment will be taxed in the current
year unless you decide to roll it over to an IRA or another
qualified employer plan on your own. You may be able to use
special tax rules (namely, five-year or ten-year averaging or
capital gain treatment) that could reduce the amount of tax you
owe. However, if you receive the payment before age 59-1/2, you may
also have to pay an additional 10% tax. You can roll over the
payment by contributing it to your IRA or to another qualified
employer plan that accepts your rollover within 60 days of
receiving the payment. The amount rolled over generally will not
be taxed until you take it out of the IRA or the qualified
employer plan. If you want to roll over 100% of the payment to
an IRA or a qualified employer plan, you must find other money to
replace the 20% that was withheld. If you roll over only the 80%
that you receive, you will be taxed on the 20% that was withheld
and that is not rolled over.
There is a special rule for a payment from the Plan that includes
a distribution of Ford Common Stock (see discussion below of Ford
Stock Fund). If you qualify for this special rule, you may have
the option of not paying tax on the "net unrealized appreciation"
of the stock until you sell the stock. Net unrealized
appreciation generally is the increase in the value of the Ford
Common Stock represented by Ford Stock Fund units during the time
they were credited to your Plan account. For example, if Ford
Stock Fund units were contributed to your Plan account when Ford
Common Stock was worth $l,000 but the stock was worth $1,200 when
you received it, you would not have to pay tax on the $200
increase in the value until you later sold the stock. To qualify
for this special rule regarding employer stock, you must receive,
within one year, a lump sum distribution of your entire balance
under the Plan (and other similar plans of the Company) that is
payable to you because you have reached age 59-1/2 or have separated
from service with the Company. You may also qualify for this
special rule if the Ford Common Stock included in the payment to
you is attributable to post-tax contributions you made under the
Plan.
5
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Company Matching Contributions
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The Company, at its discretion, may match the first 2% of a
participant's pre-tax and/or after-tax contributions at the rate
of 100% and the next 4% of a participant's pre-tax and/or after-
tax contributions at the rate of 50%. Matching contributions,
if any, are made at the same time as the participant's
contributions and may be invested in a choice of fifteen
investment funds and the Ford Stock Fund described below.
Investment Funds
- ----------------
The Plan provides a choice of sixteen investment funds: fifteen
presently managed by Fidelity Management and Research Company and
the Ford Stock Fund. Prospectuses or other information for these
funds may be obtained by contacting the Fidelity Service Center.
Investment returns for the investment funds available under the
Plan are shown in the Performance History Sheet. This
Performance History Sheet shall be updated quarterly. All
participant contributions are invested according to their
enrollment investment elections. Company contributions are
invested consistent with a participant's elections. When
participants originally enroll in the Plan they are sent
information describing this procedure. Change to investment
elections will be effective as of the close of business on any
business day if the request is made prior to the close of the New
York Stock Exchange (usually 4:00 p.m. Eastern Time) on that day.
If a request is made after this time or on non-business days,
such as weekends or holidays, new investment elections will be
effective as of the close of business on the next business day.
Contributions under the Plan may be invested in multiples of 1%
of the participant's pre-tax annual compensation, with a minimum
investment of 5% of the participant's contributions allocated to
any individual fund available under the Plan.
The price at which an individual has funds invested or divested
from a particular investment Fund is determined based on the unit
price of the Fund at the close of business on the day of the
contribution or request to transfer into or out of the Fund if
the request is made prior to the close of the New York Stock
Exchange on that day. Otherwise as of the close of business on
the next business day. The value of a unit of a particular Fund
is generally determined by the dividends paid on shares of stock
held by the Fund, gains or losses realized on sales of stock held
by the Fund, appreciation or depreciation in the market price of
stock held by the Fund, and interest on other investments held by
the Fund.
Responsibility Of Participants
- ------------------------------
Under the Plan, each participant is solely responsible for the
selection of the participant's investment option. Ford Motor
Company, PRIMUS, the Trustee, any appointed Fiduciary, the Plan
Administrator, the Fidelity Retirement Benefits Line, and
employees and agents of PRIMUS are not empowered to provide
investment advice. The fact that an investment option is
available for investment under the Plan should not be construed
as a recommendation for investment in that option. It should be
noted that the market price and the rate of return on each
investment option may fluctuate over time and in varying degrees.
Accordingly, the proceeds realized from such investments, if any,
will depend on the prevailing market price of the investments at
a particular time, which may be more or less than the amount
expended initially. There is no assurance that the investment
options will achieve their objectives.
6
<PAGE>
Ford Stock Fund
- ---------------
The Ford Stock Fund is essentially an investment in Ford Common
Stock. The Fund provides participants an opportunity to become
shareholders of Ford and to share in any growth in the value of
Ford Common Stock. The goal of the Fund is to provide a return
that closely corresponds to the total return on Ford Common
Stock, including price changes and dividends.
The Trustee invests Fund assets primarily in shares of Ford
Common Stock (par value $1); a small portion is invested in short-
term investments to provide liquidity for daily activity.
Normally, stock transactions require a three-day waiting period
between the day shares are sold on one of the stock exchanges and
the day the proceeds of the sale are available. The short-term
investments of the Fund provide immediate cash so that a trade
can be completed on the day it is requested rather than three
days later. On average, it is expected that about one to two
percent of the Fund will be held in short-term investments, but
the percentage may be higher or lower depending upon the expected
liquidity requirements of the Fund. The inclusion of short term
investments requires that the Fund be valued in units instead of
shares of stock. Such units represent a proportionate interest
in all of the assets of this Fund. The value of a unit of
participation, which is referred to as the Net Asset Value or
NAV, was $9.28 as of December 1, 1995.
Fund assets will be expressed in units of the Fund with each unit
representing a proportionate share of the value of the Fund.
Dividends paid on Ford Common Stock will be used by the Trustee
to acquire additional shares of Ford Stock. The number of units
in your account will be increased to reflect the acquisition by
the Trustee of those additional shares. Shares of Ford Common
Stock required for the Plan may be acquired by the Trustee
directly from Ford; or on the open market. Sales of shares of
Ford stock will be made on the open market.
Your proportionate interest in all shares of Ford Common Stock
held by this Fund will be voted by the Trustee in accordance with
such instructions as you may give to the Trustee pursuant to the
provisions of the Plan. In the absence of such instructions such
shares will be voted by the Trustee proportionately in the same
manner as it votes the aggregate of all shares as to which
instructions are received from other Plan members. Tendering of
Ford stock held by the Fund in response to a tender offer shall
be passed through to participants. A tender offer is generally
an offer to buy shares of stock by a company made directly to the
stockholders of another company.
7
<PAGE>
Participants may elect to receive the portion of their account
invested in the Ford Stock Fund in the form of stock certificates
when they are eligible for a distribution from the Plan. The
market value of the Fund will increase or decrease with the
current market value of Ford Common Stock as traded on various
stock exchanges and on dividends paid and other earnings. This
Fund does not offer the diversification or portfolio management
that mutual funds provide and as a result its value may fluctuate
more than the other fund options.
It may become necessary for the Trustee to limit or suspend
transactions in the Fund temporarily because liquidity is
insufficient to satisfy the requested volume of transactions, or
for other reasons.
Fidelity Retirement Government Money Market Portfolio
- -----------------------------------------------------
A money market mutual fund with a goal to preserve your
investment, keep a stable price and provide current income. This
fund may be appropriate for participants who are seeking high-
quality money market securities for which U. S. government or its
agencies guarantee timely payment of principal and interest.
Fidelity Intermediate Bond Fund
- -------------------------------
This is an income mutual fund with a goal to provide high current
income. It invests in U. S. and foreign bonds. Select bonds are
considered medium to high quality with an average maturity of 3-
10 years. This fund may be appropriate for someone who is
looking for income in the short term or to balance more growth-
oriented choices in a portfolio.
Fidelity Growth And Income Portfolio
- ------------------------------------
This fund is a growth and income mutual fund with a goal to
provide a high total return from a combination of current income
and capital growth. It invests primarily in U. S. and foreign
stocks that pay current dividends and show potential earnings
growth. May also invest in some bonds. May be appropriate for
the investor who is willing to ride out stock market ups and
downs to try to get potentially high long-term return.
8
<PAGE>
Fidelity Puritan Fund
- ---------------------
This fund is a growth and income mutual fund with a goal to
provide income while preserving investment. It invests in a wide
variety of U. S. and foreign securities. It includes all types
of bonds of any quality as well as common and preferred stock.
May be appropriate for someone looking for income and who plans
to invest long term.
Fidelity U.S. Equity Index Portfolio
- ------------------------------------
This fund is a growth and income mutual fund with a goal to
duplicate the composition and return of the Standard and Poor's
composite index of 500 stocks. It invests primarily in the 500
companies that make up the S&P 500. May be appropriate for
someone who wants to try to achieve roughly the same performance
as the overall U. S. stock market.
Fidelity Blue Chip Growth Fund
- ------------------------------
This fund is a growth mutual fund with a goal to increase the
value of the investment over the long term through capital
growth. It invests primarily in common stocks of well known,
established growth companies. May be appropriate for someone who
prefers stocks of "household name" companies and established
companies with strong earnings and future growth potential.
Fidelity Contrafund
- -------------------
This fund is a growth mutual fund with a goal to increase the
value of investment over the long term through capital growth.
It invests primarily in common stocks the funds manager believes
are undervalued and also in companies that are currently out of
public favor but show potential for capital growth. Such stocks
may be subject to more frequent and greater price changes. May
be appropriate for someone who wants to invest in the stock
market over the long term and who is comfortable with the ups and
downs of the stock market.
Fidelity Growth Company Fund
- ----------------------------
This fund is a growth mutual fund with a goal to increase the
value of investment over the long term through capital growth.
It invests primarily in stocks of companies with earnings or
gross sales that indicate the potential for above average growth.
May be appropriate for someone who is interested in capital
growth rather than current income and is willing to ride out
stock market ups and downs to try to get a higher return over the
long term.
Fidelity Magellan Fund
- ----------------------
This fund is a growth mutual fund with a goal to increase the
value of investment over the long term through capital growth.
It invests primarily in common stocks of small, medium and large
foreign and U.S. companies with investments that are broadly
diversified across many different kinds of companies and
industries. May be appropriate for someone who will be invested
in the fund over the long term and who is comfortable with the
ups and downs of the overall stock market.
Fidelity OTC Portfolio
- ----------------------
This fund is a growth mutual fund with a goal to increase the
value of investment over the long term through aggressive capital
growth. It invests primarily in stocks traded in the "over-the-
counter" (OTC) market, but may also include preferred stocks,
debt securities, and other types of investments. May be
appropriate for someone who has a long term investing horizon and
who is comfortable with the ups and downs of the stock market.
9
<PAGE>
Fidelity International Growth And Income Fund
- ---------------------------------------------
This fund is a growth and income mutual fund that invests
internationally with a goal to increase the value of investment
over the long term through capital growth while also providing
current income. It invests primarily in stock that the fund
manager feels have growth possibilities. It will keep at least
25% of assets invested in bonds for income. Investments may be
made in assets in one country but will generally be spread in
investments across at least six different countries. May be
appropriate for someone who wants to complement the performance
of U. S. investments with that of investments overseas which may
behave quite differently.
Fidelity Overseas Fund
- ----------------------
This fund is a growth mutual fund that invests internationally
with a goal to increase the value of investment over the long
term through capital growth. It invests primarily in stocks and
bonds of companies whose principal business activities are
outside the U. S. Sixty-five percent of the fund's total assets
will be invested in securities from at least three different
countries outside of North America. May be appropriate for
someone who wants to complement the performance of U. S.
investments with that of investments overseas which may behave
differently.
Fidelity Asset Manager
- ----------------------
This fund is an asset allocation mutual fund with a goal to
provide high total return with reduced risk over the long term.
It invests in stocks, bonds and short term instruments of U.S.
and foreign issuers including those in emerging markets. The
manager of this fund may gradually shift assets from one type to
another, based on the current outlook of the various markets.
May be appropriate for someone who wants to diversify among
stocks, bonds and short term instruments and who can tolerate ups
and downs in share price, but does not want the burden of
selecting individual securities.
Fidelity Asset Manager: Growth
- ------------------------------
This fund is an asset allocation mutual fund with a goal to
provide high total return. It invests in stocks, bonds and short
term instruments of U. S. and foreign issuers. The manager of
the fund may gradually shift assets from one type to another
based on the current outlook of various markets. May be
appropriate for someone who wants to diversify among stocks,
bonds and short-term instruments and who can tolerate ups and
downs in share price but does not want the burden of selecting
individual securities.
Fidelity Asset Manager: Income
- ------------------------------
This fund is an asset allocation mutual fund with a goal to
provide high current income. It invests in stocks, bonds and
short term instruments of U. S. and foreign issuers. The manager
of the fund may gradually shift assets from one type to another
based on the current outlook of the various markets. May be
appropriate for someone who is looking for immediate income but
who also wants the opportunity to benefit if the stock market
does well.
10
<PAGE>
Account Statements
- ------------------
Fidelity Management Trust Company, the present trustee under the
Plan, provides participants with printed statements of their
accounts approximately 20 days after the close of each calendar
quarter.
Vesting
- -------
Participants become vested in the value of all Company
contributions and earnings on those contributions based upon the
number of years of vesting service of a participant. Company
contributions are based on the pre-tax and/or after-tax
contributions of the participant.
The Company matching contributions vest according to the
following schedule:
Years of Vesting Service Vesting Percentage
------------------------ ------------------
1 year 20%
2 years 50%
3 years 100%
Participants who leave the Company prior to completing three
years of vesting service will be treated as fully vested in the
Company's contributions if one of the following occurs:
The participant becomes permanently and totally disabled and
qualifies for benefits under the Long-Term Disability Plan.
The participant dies while employed by the Company.
Generally, vesting service is measured from the starting date of
employment until the date the employee leaves the Company.
Fractional years are not counted in determining vesting service.
If an employee terminates employment with the Company and later
rejoins the Company, all service before and after the period of
absence will be added together. If a former participant is
rehired within 12 months after the date he/she terminated
employment, he/she will also be given credit for vesting service
during the period of absence.
Forfeitures of Non-Vested Amounts
- ---------------------------------
If participants terminate employment before they are fully
vested, they will forfeit their right to any non-vested balance
of the Company contributions.
11
<PAGE>
However, if they are re-employed before incurring a "five year
break in service" and have not received a distribution of their
vested account balance, the amount previously forfeited will be
credited to their account. If participants are reemployed before
incurring a five year break in service and received a
distribution of their vested account balances, they may "buy
back" the non-vested balance within five years of reemployment.
More information regarding the "buy back" process may be obtained
from Compensation / Benefits Planning and Personnel Services
Department in Nashville.
For these purposes, a "five year break in service" consists of
five consecutive 12-month periods beginning on the date an
employee terminates employment with the Company. Certain
approved leaves of absence will not cause a break in service
period to begin unless the participant does not return when the
approved leave is over.
Withdrawals While Employed
- --------------------------
The Plan allows you to make withdrawals from your Prime Account
with restrictions. Withdrawal rules vary depending on the type
of assets involved, your age, and other factors. If you withdraw
Elective Deferral Account assets and are not partially vested,
you will forfeit the related Participating Employer Contribution
account assets.
Company Matching Contribution Account
- -------------------------------------
You may withdraw all or a portion of your vested Company Matching
Contributions assets. In addition, you may withdraw all or a
portion of your earnings associated with vested Company Matching
Contributions assets.
Elective Deferral Account (Pre-Tax Contributions)
- ------------------------------------------------
You may withdraw all or a portion of your Elective Deferral
Account assets anytime after you reach the age of 59-1/2 or
terminate employment or have an approved financial hardship.
The requirements for a financial hardship are:
You must have an immediate and heavy financial need.
The distribution must be necessary to satisfy such financial
need.
The amount of hardship withdrawal cannot be in excess of the
heavy financial need.
The following expenses are deemed to constitute immediate and
heavy financial needs:
Deductible medical expenses incurred by you, your spouse, or
any of your dependents.
The purchase (excluding mortgage payments) of your principal
residence.
12
<PAGE>
Tuition for the next semester or quarter of post secondary
education for you, your spouse, children or dependents.
The payment of amounts necessary to prevent your eviction from
your principal residence, or foreclosure on the mortgage of
your principal residence.
Hardship withdrawals are limited to the value of your Elective
Deferral Account contributions made after December 31, 1988 but
not earnings on these contributions.
If your hardship is approved, you will be prohibited from making
Elective Deferral Account (pre-tax) contributions to the Plans of
the Company for 12 months, through payroll deduction or any other
type of compensation. Payroll deductions will be restarted 12
months later if you re-enroll in the Plan.
If you're considering a hardship withdrawal, contact Compensation
/ Benefits Planning and Personnel Services Department for more
information.
After-Tax Contributions
- -----------------------
You may withdraw all or a portion of your after-tax contributions
assets. There is no suspension in Plan participation for a
withdrawal of after-tax contributions.
Benefits Paid Upon Termination
- ------------------------------
Generally, any distribution of pre-tax contributions of a
participant, Company contributions or earnings credited to your
account will be subject to income tax upon your receipt of a
distribution under the Plan following termination of employment.
In addition, as a general rule, any distribution after
termination of employment of taxable amounts that are made before
age 59-1/2 will be subject to an additional penalty tax of 10%
unless rolled over into an IRA or another qualified plan. For
these reasons, participants are encouraged to consult their tax
advisor about the tax impact of a distribution. The discussion
above under the section entitled Rollover Contributions is also
relevant here.
If you separate from employment before your retirement, death or
disability, you may request early payment of the vested portion
of your Prime Account balance by submitting a written request to
the Compensation Benefits Planning and Personnel Services
Department in Nashville. If the vested portion of your Prime
Account balance at the time of termination exceeds $3,500, you
may defer the payment of your benefit until April 1 of the
calendar year following the calendar year during which you attain
age 70-1/2. Even if you initially elect to defer your benefit
payment, you may change your election at any time and request
immediate payment of the vested portion of your Prime Account
balance. The Company has the option to pay immediately any
vested portion of your Prime Account balance not in excess of
$3,500. The portion of your Prime Account balance to which you
are not vested is called a "forfeiture" and remains in the Plan
to reduce future employer contributions to the Plan. The value
of the benefit and the manner and time of payment are determined
by the following rules:
13
<PAGE>
The participant may elect to receive this balance as a lump-sum
distribution. 20% of the taxable portion of the distribution
will be withheld to cover Federal income taxes.
The participant may elect to directly roll over the taxable
portion of the distribution into an IRA or another qualified
plan.
The participant may elect to receive part of the distribution
paid directly to him/her (with 20% of the taxable portion of
the distribution withheld for Federal income taxes) and elect
to directly roll over the remaining taxable portion of the
distribution to an IRA or another qualified plan.
The participant may elect to receive Ford common stock
certificates representing the portion of their account
invested in the Ford Stock Fund.
The participant may elect to defer payment until age 65.
Generally, the amount of the distribution (i.e., the value of
the account) will be determined at the time the payment is
processed.
Participants with outstanding loan balances at termination should
read the section below entitled "Loans From the Plan."
Death Benefits
- --------------
Beneficiaries are designated on a form provided by Compensation /
Benefits Planning and Personnel Services Department in Nashville.
If participants are married, they must designate their spouse
unless the spouse consents in writing to the naming of another
beneficiary. If no designated person survives, the beneficiary
will be the estate of the participant. The beneficiary will be
able to choose the payment in cash, whole shares or a
combination. The account balance will be paid to the beneficiary
as soon as administratively possible. Compensation / Benefits
Planning and Personnel Services Department must receive a
distribution form and death certificate to process the
distribution.
Loans From the Plan
- -------------------
Participants may obtain a loan from the Plan, but the total of
all a participant's loans may not exceed the lesser of:
a. 1/2 of the vested balance in the participant's Prime
Account, or
b. $50,000
14
<PAGE>
The Plan also requires the minimum amount of any loan to be at
least $1,000. The number of loans outstanding at any time is
limited to two.
The term of any loan is from one to five years. However, if the
proceeds of the loan are to be used to purchase a primary
residence, the term of the loan may be extended to 10 years. For
terms over five years, participants are required to submit
complete documentation regarding the purchase of the home.
Loan interest rates are set monthly but will not change during
the term of the loan. The interest rate will be the prime rate
as quoted in The Wall Street Journal in the "Money Rates" section
of the paper as of the last business day of the month preceding
the month in which the loan is taken. If more than one rate is
quoted in The Wall Street Journal on the day the loan rate is
set, the lowest rate will be used. Every loan applicant will
receive a clear statement of charges involved in each loan
transaction. This statement will include the dollar amount and
interest rate of the finance charge.
The loan repayments (principal plus interest) are deducted from
the participant's paycheck and deposited into the participant's
loan account as provided in the Plan. Participants may pay off
their loans in full at any time without penalty. No partial
prepayments are allowed. Missed payments must be made up in one
of two ways:
1.) Payments may be made through payroll deductions;
2.) By payment in full by the participant of a lump-sum
amount.
Upon termination of employment, the outstanding loan balance will
be automatically deducted from the final distribution, but the
participant may owe taxes on all or part of this amount.
The amount of the loan is funded from the participant's Elective
Deferral Account. The outstanding account balance following
distribution of the loan proceeds will not be invested in any of
the investment options, but rather will be earning interest for
the participant's account at the stated interest rate until
repaid in full or total account liquidation. Loan proceeds and
repayments are taken from and repaid to the participant's
Elective Deferral Account on a pro-rata basis.
A loan from the Plan is generally not taxable. However, if the
participant does not make the payments as scheduled, the loan may
be considered in default. In addition, Federal laws require that
the Plan treat certain defaults as distributions from the Plan,
which may have tax and penalty implications for the participant.
If the participant leaves the Company before the loan is fully
repaid, the outstanding loan balance will be added to the present
Prime Account balance and will be subject to taxes and possibly
early distribution penalties, even though the loan balance was
not paid in cash to the participant at the time of the
participant's termination.
15
<PAGE>
Participants may obtain loans by calling the Fidelity Retirement
Benefits Line. Terms of the loan will be discussed at that time.
You must speak with a Fidelity Retirement Benefits representative
if you wish to specify the order in which your assets will be
sold proportionately from each investment option. Your loan will
be effective as of the close of business on any business day if
your request is made prior to the close of the New York Stock
Exchange (usually 4:00 p.m. Eastern Time) on that day. A
business day is any day that the New York Stock Exchange is open.
Plan Administration
- -------------------
Contributions to the Plan are placed in an independent trust
fund, which is administered by the Trustee. It is the
responsibility of the Trustee, currently Fidelity Management
Trust Company, to administer all funds under the Plan. These
funds are then invested for the benefit of the Plan participants.
All or a portion of the contributions made by the Company for
Plan participants who do not become fully entitled to (i.e., 100%
vested in) a benefit remain in the trust fund to reduce Plan
costs.
Neither the Plan nor the Plan administrator will be responsible
for errors in contribution percentage or allocation of
investments designated by the employee unless Compensation /
Benefits Planning and Personnel Services Department in Nashville
is notified within 60 days after receipt by the participant of
the applicable confirmation or regular periodic statement,
whichever is earlier, which contains the error. No errors in
contributions may be corrected after the close of the tax year
applicable to such contributions.
The Plan is a self-directed Plan, meaning that each participant
directs the investment of his or her account among the authorized
investment funds. Neither the Trustee nor the Company will be
responsible for losses on investments.
Tax Consequences to the Company
- -------------------------------
The Company is currently entitled to deduct on its tax return the
amounts that it contributes as Company matching contributions to
the Plan because of the Plan's qualified status under Section
401(a) of the Internal Revenue Code of 1986, as amended.
Benefits and Claim Procedure
- ----------------------------
Benefits under the Plan are solely for participants, and
generally a participant may not assign or hypothecate his or her
interest in the Plan. Also, a participant may not create a lien
on any funds, securities, or other property held by the Plan.
However, the Plan must honor qualified domestic relations orders
in assigning benefits for a divorce settlement or for child
support payments.
The Committee may request that participants file written claims
and provide certain information before they receive benefits. If
the Committee denies the claim in whole or in part, the Committee
will send the participant or participant's beneficiary a notice
that will include:
16
<PAGE>
Specific reasons for denial;
Specific references to plan provisions that were considered in
the denial;
A description of additional material or information needed and
why it is needed to approve the request; and
Information about how to request a review (described below).
The notice will be sent within 90 days after the claim is
received. If the notice is not received within this time, a
participant may request to have the Committee review the
decision.
When a claim has been denied by the Committee, the participant or
the participant's beneficiary may:
Submit a written application to have the claim reviewed;
Review any documents that may have affected the Committee's
decision; or
Submit issues and comments in writing.
The participant or the participant's beneficiary must submit the
review application within 60 days after the claim has been
denied. The written application should be sent to Compensation /
Benefits Planning and Personnel Services Department in Nashville
at:
Primus Automotive Financial Services, Inc.
One Burton Hills Boulevard
P.O. Box 150395
Suite 350
Nashville, Tennessee 37215
Compensation / Benefits Planning and Personnel Services
Department will answer any questions the participant or the
participant's beneficiary may have and forward the application to
the Committee.
The Committee will normally consider claim reviews at its next
scheduled meeting; however, if the application is received less
than 30 days prior to the next meeting, then the review will be
made at the second meeting after receipt of the application. If
a hearing is required, the Committee will consider the review at
its next meeting after the hearing, but not later than the third
quarterly meeting
17
<PAGE>
after the application is received. When the Committee requires
an extension of time, the participant or the participant's
beneficiary will be notified of such in writing. The extension
will not be longer than the original period for review. Once the
Committee has made a decision on the review, the participant or
the participant's beneficiary will be notified of such in
writing. This notice will include specific reasons (and
references to plan provisions) for the denial, and will be sent
as soon as reasonably possible, but generally within 30 days of
the date the Committee has made a decision on the review.
If after the above has taken place the participant or beneficiary
feels he or she was wrongly denied benefits, he or she may file
suit in the appropriate court.
Other Information Required by Securities Laws
The following documents filed or to be filed with the Securities
and Exchange Commission are incorporated herein by reference:
Ford's and the Plan's latest annual reports filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contain, either directly or by
incorporation by reference, certified financial statements for
Ford's latest fiscal year for which such statements have been
filed.
All other reports filed pursuant to Sections 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the
annual report referred to in the preceding paragraph.
The description of Ford's Common Stock contained in
Registration No. 33-43085 filed by Ford under the Securities
Act of 1933.
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 de-registers all securities then
remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such
documents.
Ford will provide without charge to each individual to whom a
copy of this material is delivered, upon written or oral request
of such individual, a copy of any and all of the information that
has been incorporated by reference in this material (not
including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by
reference into the information that this material incorporates)
and any other documents required to be delivered to participants.
Written or telephone requests for such information should be
directed to:
Ford Motor Company
Stockholder Relations Department
P.O. Box 1899
Dearborn, Michigan 48121-1899
Telephone (313) 845-8540.
18
<PAGE>
Trustee And Recordkeeper
- ------------------------
The Plan Trustee is Fidelity Management Trust Company, and the
recordkeeping and administrative services will be provided by
Fidelity Institutional Retirement Services Company, Inc. Their
address are:
Fidelity Management Trust Company
400 Puritan Way
Marlborough, MA 01752
Fidelity Institutional Retirement Services
Company, Inc.
300 Puritan Way
Marlborough, MA 01752
Administrative Charges Against Investment Funds and/or Plan
- -----------------------------------------------------------
There are no fees for any of the investment options at the time
of purchase, and any normal sales charge or "load" of any fund
offered under the Plan will be waived. However, all of the
investment options have management fees and other operating
expenses associated with them. PRIMUS will pay all fees and
expenses of the Ford Stock Fund relating to the Plan. All other
fees and expenses are deducted from the assets of the particular
fund. The management fees, operating expenses, and other charges
associated with the mutual funds are explained in each of the
fund's individual prospectus. Participants should request and
read the mutual fund's prospectus prior to making a decision
involving that fund. You may obtain a prospectus by contacting
the Fidelity Retirement Benefits Line at 1-800-835-3361.
Other ERISA Information
- -----------------------
The Plan is subject to certain provisions of the Employee
Retirement Income Security Act (ERISA) of 1974, as amended,
including generally, the reporting and disclosure, participation
and vesting, fiduciary responsibility, and administration and
enforcement provisions in Title I of ERISA. The Plan is also
qualified under Section 401 (a) of the Internal Revenue Code of
1986, as amended.
The Plan is intended to constitute a plan described in Section
404 (c) of ERISA. The fiduciaries of the Plan are relieved of
liability for any losses which are the direct and necessary
result of investment instructions given by participants in the
Plan.
As a participant in the Plan you are entitled to certain rights
and protection under ERISA. ERISA provides that all participants
shall be entitled to:
19
<PAGE>
Examine, without charge, at the Plan administrator's office and
at other specified locations all Plan documents, including any
insurance contracts and copies of all documents filed by the
Plan with the U.S. Department of Labor, such as detailed
annual reports and Plan descriptions.
Obtain copies of all Plan documents and other Plan information
upon written request to the Plan administrator. The
administrator may make a reasonable charge for the copies.
Receive a summary of the Plan's annual financial report. The
Plan administrator is required by law to furnish each
participant with a copy of this summary annual report.
Obtain a statement telling you whether you have a right to
receive a pension at normal retirement age under the plan (age
65) and if so, what your benefits would be at normal
retirement age if you stop working now. If you do not have a
right to a pension, the statement will tell you how many more
years you have to work to receive a pension. This statement
must be requested in writing and is not required to be given
more than once a year. The Plan must provide the statement
free of charge.
The only entity sponsoring the Plan is the Company. If you are
uncertain of whether an entity sponsors the Plan, you may contact
Compensation / Benefits Planning and Personnel Services
Department in Nashville for clarification. The Company's employer
identification number (EIN) is 16-0998154, and the Plan number is
002. The Committee is the agent for service of legal process
and the address on page 1 hereof is to be used for such service.
Service of legal process may also be made on the trustee or the
Plan administrator.
In addition to creating rights for participants, ERISA imposes
duties upon the people who are responsible for the operation of
the Plan. The people who operate the Plan, called "fiduciaries"
of the Plan, have a duty to do so prudently and in the interest
of you and other Plan participants and beneficiaries. No one,
including the Company or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from
obtaining a pension benefit or exercising your rights under
ERISA. If your claim for a pension benefit is denied in whole or
in part you must receive a written explanation of the reason for
the denial.
You have the right to have the Committee review and reconsider
your claim. Under ERISA, there are steps you can take to enforce
the above rights. For instance, if you request materials from
the Committee and do not receive them within 30 days, you may
file suit in a Federal court. In such a case, the court may
require the Plan administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of
the administrator. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit. If it
should happen that Plan fiduciaries misuse the investments made
under the Plan, or if you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will
decide who should pay court costs and legal fees. If you are
successful the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is
frivolous. If you have any questions about your Plan, you should
contact the Plan administrator. If you have any questions about
this statement or about your rights under ERISA, you should
contact the nearest Area office of the U.S. Labor-Management
Services Administration, Department of Labor.
Public Disclosure Room, N 5507
Pension & Welfare Benefit Administration
U.S. Department of Labor
200 Constitution Avenue, NW
Washington DC, 20210
21
<PAGE>
TRUST AGREEMENT
Between
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
And
FIDELITY MANAGEMENT TRUST COMPANY
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
PRIME ACCOUNT
TRUST
Dated as of December 29, 1995
<PAGE>
-i-
TABLE OF CONTENTS
Section Page
1. Definitions...................................................... 2
2. Trust............................................................ 4
(a) Establishment of Trust
(b) Trust Property
3. Exclusive Benefit and Reversion of Company Contributions......... 5
4. Investment of Trust.............................................. 5
(a) Selection of Investment Options
(b) Available Investment Options
(1) Fidelity Mutual Funds
(2) Ford Stock Fund
(3) Loans to Participants
(c) Trustee Powers
5. Participant Directions.......................................... 10
(a) Investments
(b) Disbursements
6. Recordkeeping and Administrative Services to Be Performed....... 11
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
(f) Allocation of Plan Interests
7. Compensation and Expenses....................................... 12
8. Directions and Responsibility................................... 13
(a) Directions from Company or Administrator
(b) Conduct
(c) Co-Fiduciary Liability
(d) Responsibility
(e) Survival
9. Resignation or Removal of Trustee............................... 15
(a) Resignation
(b) Removal
<PAGE>
-ii-
TABLE OF CONTENTS
(Continued)
Section Page
10. Successor Trustee.............................................. 15
(a) Appointment
(b) Acceptance
(c) Corporate Action
11. Termination................................................... 16
12. Resignation, Removal, and Termination Notices................. 16
13. Duration...................................................... 16
14. Amendment or Modification...................................... 16
15. General........................................................ 17
(a) Performance by Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings
16. Governing Law.................................................. 18
(a) Massachusetts Law Controls
(b) Which Agreement Controls
17. Plan Qualifications........................................... 18
Schedules
A. Recordkeeping and Administrative Services
B. Fee Schedule
C. Investment Options
D. IRS Determination Letter or Opinion of Counsel
E. Telephone Exchange Guidelines
F. Signature Authorization
<PAGE>
-1-
TRUST AGREEMENT, dated as of the 29th day of December,
1995, between PRIMUS Automotive Financial Services, Inc., a
New York corporation, having an office at One Burton Hills
Blvd., Suite 350, Nashville, Tennessee 37215 (the
"Company"), and FIDELITY MANAGEMENT TRUST COMPANY, a
Massachusetts trust company, having an office at 82
Devonshire Street, Boston, Massachusetts 02109 (the
"Trustee").
WITNESSETH:
WHEREAS, the Company is the sponsor of the PRIMUS
Automotive Financial Services, Inc. Prime Account (the
"Plan") and the PRIMUS Automotive Financial Services, Inc.
Prime Account Committee (the "Named Fiduciary") is the named
fiduciary (within the meaning of Section 402(a) of ERISA),
for the Plan; and
WHEREAS, the Trustee has been appointed as Trustee by
the Company under the Plan; and
WHEREAS, the Company desires to establish a Trust for
the purpose of holding and investing Plan assess under the
Plan for the exclusive benefit of participants in the Plan
and their beneficiaries; and
WHEREAS, the Company may in the future adopt savings
plans and subsidiaries and affiliates of the Company may
adopt, in the future, savings plans under which assets may
appropriately be included in the Trust with the consent of
the Company and the Trustee; and
WHEREAS, the Trustee is willing to hold and invest such
assets of the Plan and of other such plans in the future;
and
NOW THEREFORE, in consideration of the foregoing
premised and the mutual covenants and agreements set forth
below the Company and the Trustee agree as follows:
<PAGE>
-2-
Section 1. Definitions. The following terms as used in
this Trust Agreement have the meaning indicated unless the
context clearly requires otherwise:
(a) "Administrator" shall mean, with respect to the Plan,
PRIMUS Automotive Financial Services, Inc.
(b) "Agreement" shall mean this Trust Agreement, as the
same may be amended and in effect from time to time.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
it has been or may be amended from time to time.
(d) "Company" shall mean PRIMUS Automotive Financial
Services, Inc., or any successor to all or
substantially all of its businesses which, by
agreement, operation of law or otherwise, assumes the
responsibility of the Company under this Agreement.
(e) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as it has been or may be amended
from time to time.
(f) "Fidelity Mutual Fund" shall mean any investment
company advised by Fidelity Management & Research
Company (or any of its affiliates) which is listed on
Schedule "A".
(g) "Ford Stock" shall mean the publicly-traded common
stock of the Ford Motor Company which meets the
requirements of section 407(d)(5) or ERISA with respect
to the Plan.
(h) "Ford Stock Fund" shall mean the investment option in
which investments of Ford Stock are made.
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(i) "Investment Manager" shall mean (i) an investment
adviser registered under the Investment Advisers Act of
1940 (ii) a bank, as defined in that Act or (iii) an
insurance company qualified to perform investment
management service under the laws of more than one
state.
(j) "Trust" shall mean the trust established by the Company
and the Trustee pursuant to the provisions of this
Agreement.
(k) "Trustee" shall mean Fidelity Management Trust Company,
a Massachusetts trust company and any successor to all
or substantially all of its trust business as described
in Section 10(c). The term Trustee shall also include
any successor trustee appointed pursuant to Section 10
to the extent such successor agrees to serve as Trustee
under this Agreement.
(l) "Participant" shall mean, with respect to the Plans,
any employee (or former employee) with an account under
the Plan, which has not yet been fully distributed
and/or forfeited, and shall include the designated
beneficiary(ies) with respect to the account of any
deceased employee (or deceased former employee) until
such account has been fully distributed and/or
forfeited, or any other person entitled to benefits
with respect to the Plans.
(m) "Participant Recordkeeping Reconciliation Period" shall
mean the period beginning on the date of the initial
transfer of assets to the Trust and ending on the date
of the completion of the reconciliation of Participant
records.
(n) "Plan" shall mean the PRIMUS Automotive Financial
Services, Inc.'s qualified plan designated in the
recitals and shall include such other qualified defined
contribution plans which are maintained by the Company
or any of its subsidiaries or affiliates for the
benefit of their eligible employees as may be
designated by the Company in writing to the Trustee as
a Plan hereunder. Each reference to "a Plan" or "the
Plans" in this Agreement shall mean and include the
Plan or Plans to which the particular provision of this
Agreement is being applied or all Plans, as the context
may require.
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(o) "Reporting Date" shall mean the last day of each
calendar quarter, the date as of which the Trustee
resigns or is removed pursuant to Section 9 hereof and
the date as of which this Agreement terminates pursuant
to Section 11 hereof.
Section 2. Trust.
(a) Establishment of Trust. The Company hereby
establishes the PRIMUS Automotive Financial Services, Inc.
Prime Account Trust (the "TRUST") with the Trustee. The
Company hereby appoints the Trustee as trustee and the
Trustee hereby accepts the trust on the terms and conditions
hereinafter set forth. In accepting the Trust, the Trustee
shall be accountable for the assets received by it, subject
to the terms and conditions of this Agreement.
(b) Trust Property. The Trust shall consist of money
or other property acceptable to the Trustee, in its sole
discretion, that (i) are transferred to it by Comerica Bank,
predecessor trustee under the Plan (ii) are paid to it by
the Company in the forms of additional sums of money or Ford
Stock or other property acceptable to the Trustee, (iii) are
paid to it by the Company or by participants to the Plan as
contributions to the Plan or that may be rolled over in cash
by an eligible employee from the plan of such employee's
prior employer of from a "conduit IRA", pursuant to the
provisions of any plan participating in the Trust and the
provisions of the Summary Plan Description applicable to
such plan, and (iv) all earnings and payments that are made
by the Trustee as provided herein.
Section 3. Exclusive Benefit and Reversion of Company
Contributions.
Except as provided under applicable law and the
provisions of each of the plans participating in the Trust,
no part of the Trust allocable to the Plan participating in
the Trust may be used for, or diverted to, purposes other
than the exclusive benefit of the Participants in such Plan
or their beneficiaries or other person entitled thereto
prior to the satisfaction of all liabilities with respect to
the Participants and their beneficiaries.
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Section 4. Investment of Trust.
(a) Selection of Investment Options. The Trustee
shall have no responsibility for the selection of investment
options under the Trust, and shall not render investment
advice to any person in connection with the selection of
such options.
(b) Available Investment Options. The Company shall
direct the Trustee as to what investment options: (i) the
Trust shall be invested during the Participant Recordkeeping
Reconciliation Period, and (ii) the investment options in
which Participants may invest in the following such period,
subject to the limitations described in this Section 4.
The Company may determine to offer as investment
options: (i) Fidelity Mutual Funds, (ii) Ford Stock, (iii)
Notes evidencing loans to Participants in accordance with
the terms of the Plan. The investment options selected by
the Company are identified on Schedule "A" attached hereto
and in the Summary Plan Description provided to plan
Participants. The Company may add, delete or substitute
additional investment options upon mutual amendment of this
Trust Agreement and the Schedules thereto to reflect such
additions.
(1) Fidelity Mutual Funds. The Company hereby
acknowledges that it has received from the Trustee a copy of
the prospectus for each Fidelity Mutual Fund selected by the
Company as a Plan investment option. Trust investments in
Fidelity Mutual Funds shall be subject to the following
limitations:
(i) Execution of Purchases and Sales. Purchases
of Fidelity Mutual Funds with contributions made by the
Company or Participants (other than for exchanges) shall be
made on the date on which the Trustee receives from the
Company in good order the information and documentation
necessary to accurately effect such purchases or, if later,
the date on which the Trustee has received a wire transfer
of funds necessary to make such purchase. Exchanges or
sales of Fidelity Mutual Funds shall be made at the
direction of Participants in accordance with the Telephone
Exchange Guidelines attached hereto as Schedule "E".
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(ii) Voting. At the time of mailing of notice of
each annual or special stockholders' meeting of any Fidelity
Mutual Fund, the Trustee shall send a copy of the notice and
all proxy solicitation material to each Participant who has
shares of the Fidelity Mutual Fund credited to the
Participant's accounts, together with a voting directions
form for return to the Trustee or its designee. The
participant shall have the right to direct the Trustee as to
the manner in which the Trustee is to vote the shares
credited to the Participant's accounts (both vested and
unvested). The Trustee shall vote the shares only as
directed by the Participant. With respect to all rights
other than the right to vote, the Trustee shall follow the
directions of the Participant.
(2) Ford Stock Fund. To the extent that the Named
Fiduciary selects Ford Motor Company stock as an investment
option, the Company hereby directs the Trustee to invest and
participate in the Ford Stock Fund maintained under and in
accordance with the Ford Defined Contributions Plans Master
Trust dated as of September 30, 1995, subject to the
consents of Ford Motor Company. The Trustee hereby
acknowledges and consents to such direction, and agrees to
provide Company with written notice of any change in the
Ford Stock Fund. The Trustee shall provide the Company with
a monthly Trial Balance Report which presents the amount of
Ford Stock allocable to the Company's Plan.
(i) Voting. Notwithstanding any other provision
of this Agreement, the provisions of this Section shall
govern the voting of Ford Stock. The Company, after
consultation with the Trustee, shall provide and pay for all
printing, mailing, tabulation and other costs associated
with the voting of Ford Stock.
(a) When the Company prepares for any annual
meeting, the Company shall notify the Trustee thirty (30)
days in advance of the intended record date and shall cause
a copy of all proxy solicitation materials to be sent to the
Trustee. Based on these materials the Trustee shall prepare
a voting instruction form. At the time of mailing of notice
of each annual or special stockholders' meeting of the
issuer of the Ford Stock, the Trustee shall cause a copy of
the notice and all proxy solicitation materials to be sent
to each Participant, together with the foregoing voting
instruction form to be returned to the Trustee or its
designee. The form shall show the number of full and
fractional shares of Ford Stock attributable to the
Participant's interest in the Ford Stock Fund.
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(b) Each Participant shall have the right to
direct the Trustee as to the manner in which the Trustee is
to vote that number of shares of Ford Stock attributable to
the Participant's interest in the Ford Stock Fund.
Directions from a Participant to the Trustee concerning the
voting of Ford Stock shall be communicated in writing, or by
mailgram or similar means as determined by the Trustee.
These directions shall be held inconfidence by the Trustee
and shall not be divulged to the Company, or any officer or
employee thereof, or any other person. Upon its receipt of
the directions, the Trustee shall vote the shares of Ford
Stock as directed by the Participant. The Trustee shall
vote shares of Ford Stock credited to a Participant's
accounts for which it has received no directions from the
Participant in the same proportion on each issue as it votes
those shares credited to participants' accounts for which it
received voting directions from Participants.
(ii) General. With respect to all rights other
than the right to vote, in the case of Ford Stock credited
to a Participant's accounts, the Trustee shall follow the
directions of the Participant.
(iii) Conversion. All provisions in this
Section 4(b)(2) shall also apply to any securities received
as a result of a conversion of Ford Stock.
(3) Loans to Participants
(i) To originate a Participant loan, the Plans
participant shall direct the Trustee as to the term and
amount of the loan to be made from the Participant's
individual account. Such directions shall be made by Plan
Participants by use of the telephone exchange system
maintained for such purpose by the Trustee or its agent.
The Trustee shall determine, based on the current value of
the Participant's account on the date of the request and any
guidelines provided by the Company, the amount available for
the loan. Based on the interest rate supplied by the
Company in accordance with the terms of the Plan the Trustee
shall advise the Participant of such interest rate, as well
as the installment payment amounts. In the case of Participant
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residential loans, the Trustee shall forward the loan
document for the Participant for execution and submission
for approval to the Trustee. The Trustee shall distribute
the loan note with the proceeds check to the Participant.
The Trustee also shall distribute truth-in-lending
disclosure to the Participant. To facilitate recordkeeping,
the Trustee may destroy the original of any promissory note
made in connection with a loan to a Participant under the
Plans, provided that the Trustee first creates a duplicate
by a photographic or optical scanning or other process
yielding a reasonable facsimile of the promissory note and
the Plan Participant's signature thereon, which duplicate
may be reduced or enlarged in size from the actual size of
the original promissory note.
(ii) Principal and interest payments on
Participant loans shall be remitted to the Trustee (1) by
the Company in the case of active employees, (2) directly
from former employees in other cases.
(iii) The Administrator shall continue to
hold Participant loan notes issued before the effective date
of this Agreement as agent for the Trustee.
(c) Trustee Powers. The Trustee shall have
the following powers and authority:
(i) Subject to the limitations imposed by
this Section 4, to sell, exchange, convey, transfer, or
otherwise dispose of any property held in the Trust, by
private contract or at public auction. No person dealing
with the Trustee shall be bound to see to the application
for the purchase money or other property delivered to the
Trustee or to inquire into the validity, expediency, or
propriety of any such sale or other disposition.
(ii) Subject to the limitations of this
Section 4, and short term investments (including interest
bearing accounts with the Trustee or money market mutual
funds advise by affiliates of the Trustee) and in collective
investment funds maintained by the Trustee for qualified
plans, in which case the provisions of each collective
investment fund in which the Trust is invested shall be
deemed adopted by the Company and the provisions thereof
incorporated as a part of this Trust as long as the fund
remains exempt from taxation under Sections 401(a) and
501(a) of the Internal Revenue Code of 1986, as amended.
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(iii) To cause any securities or other
property held as part of the Trust to be registered in the
Trustee's own name, in the name of one or more of its
nominees, or in the Trustee's account with the Depository
Trust Company of New York and to hold any investments in
bearer form, but the books and records of the Trustee shall
at all times show that all such investments are part of the
Trust.
(iv) To borrow funds from a ban not
affiliated with the Trustee in order to provide sufficient
liquidity to process Plan transactions in a timely fashion,
provided that the cost of such borrowing shall be allocated
in a reasonable fashion to the investment funds(s) in need
of liquidity.
(v) To make, execute, acknowledge, and
deliver any and all documents of transfer or conveyance and
to carry out the powers herein granted.
(vi) Subject to consultation with and
approval by the Company, to settle, compromise, or submit to
arbitration any claims, debts, or damages due to or arising
from the Trust; to commence or defend suits or legal or
administrative proceedings; to represent the Trust in all
suits and legal administrative hearings; and to pay all
reasonable expenses arising from any such action, from the
Trust if not paid by the Company.
(vii) To do all other acts although not
specifically mentioned herein, as the Trustee may deem
necessary to carry out any of the foregoing powers and the
purposes of the Trust.
Section 5. Participant Directors.
(a) Investments. Each Participant shall be
responsible for directing the Trustee in which investment
option(s) to invest the assets in the Participant's
individual accounts. Such directions may be made by
Participants by use of the telephone exchange system
maintained for such purposes by the Trustee or its agent, in
accordance with written Telephone Exchange Guidelines
attached hereto as Schedule "E". In the event that
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the Trustee fails to receive a proper direction, the assets
shall be invested in the Fidelity Retirement Government
Money Market Portfolio while the Trustee seeks a proper
direction. The Trustee shall not be liable for any loss, or
by reason of any breach, which arises from the Participant's
exercise or non-exercise of rights under this Agreement over
the assets in the Participant's accounts.
(b) Disbursements. Each Participant shall be
responsible for directing the Trustee to make benefit
payments or Participant loans in accordance with the
procedures set forth on Schedule "A". The Trustee shall not
be responsible for any disbursement properly made in
accordance with such procedures (other than tax withholding
and reporting obligations assumed under this Agreement).
Section 6. Recordkeeping and Administrative Services to be
Performed.
(a) General. The Trustee or Fidelity Investments
Retirement Services Company, an affiliate of the Trustee,
shall perform those recordkeeping and administrative
functions described in Schedule "A" attached hereto. These
recordkeeping and administrative functions shall be
performed within the framework of the Company's written
directions regarding the Plan's provisions, guidelines and
interpretations.
(b) Accounts. The Trustee shall keep accurate accounts
of all investments, receipts, disbursements, and other
transactions hereunder, and shall report the value of the
assets held in the Trust as of each Reporting Date. Within
thirty (30) days following each Reporting Date or within
sixty (60) days in the case of a Reporting Date caused by
the resignation or removal of the Trustee, or the
termination of this Agreement, the Trustee shall file with
the Company a written account setting forth all investments,
receipts, disbursements, and other transactions effected by
the Trustee between the Reporting Date and the prior
Reporting Date, and setting forth the value of the Trust as
of the Reporting Date. Except as otherwise reburied under
ERISA, upon the expiration of eight (8) months from the date
of filing such account with the Company, the Trustee shall
have no liability or further accountability to anyone with
respect to the propriety of its acts or transactions shown
in such account, except with respect to such acts or
transactions as to which the Company shall within such eight
(8) month period file with the Trustee written objections.
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(c) Inspection and Audit. All records generated by
the Trustee in accordance with paragraphs (a) and (b) shall
be open to inspection and audit, during the Trustee's
regular business hours prior to the termination of this
Agreement, by the Company or any person designated by the
Company. Upon the resignation or removal of the Trustee or
the termination for this Agreement, the Trustee shall
provide to the Company, at no expense to the Company, in the
format regularly provided to the Company, a statement of
each Participant's accounts as of the resignation, removal,
or termination, and the Trustee shall provide to the Company
or the Plan's new recordkeeper such further records as are
reasonable, at the Company's expense.
(d) Effect of Plan Amendment. The Trustee's provision
of the recordkeeping and administrative services set forth
in this Section 6 shall be conditioned on the Company
delivering to the Trustee a copy of any amendment to the
Plan as soon as administratively feasible following the
amendment's adoption, with, if requested, an IRS
determination letter or an opinion of counsel substantially
in the form of Schedule "D" covering such amendment, and on
the Company providing the Trustee on a timely basis with all
the information the Company deems necessary for the Trustee
to perform the recordkeeping and administrative services and
such other information as the Trustee may reasonable
request.
(e) Returns, Reports and Information. The Company
shall be responsible for the preparation and filing of all
returns, reports, and information required of the Trust or
Plan by law. The Trustee shall provide the Company with
such information as the Company may reasonably request to
make these filings.
(f) Allocation of Plan Interests. All transfers to,
withdrawals from or other transactions regarding the Trust
shall be conducted in such a way that the proportionate
interest in the Trust of the Plan and the fair market value
of the interest may be determined at any time.
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Section 7. Compensation and Expenses. Within thirty (30)
days of receipt of the Trustee's bill, which shall be
computed and billed in accordance with Schedule "B" attached
hereto and made a part hereof, as amended from time to time,
the Company shall send to the Trustee a payment in such
amount or, to the extent that the Plan may permit, the
Company may direct the Trustee to deduct such amount from
Participant's account. All expenses of the Trustee relating
directly to the acquisition and disposition of investments
constituting part of the Trust, and all taxes of any kind
whatsoever that may be levied or assessed under existing or
future laws upon or in respect of the Trust or the income
thereof, shall be a charge against and paid from the
appropriate investment option.
Section 8. Directions and Responsibility.
(a) Directions from Company or Administrator. The
Company shall from time to time designate the persons
authorized to act on its behalf under the provisions of this
Agreement. Such designation shall be made in communication
signed by the Vice President Human Resources, the Secretary,
or an Assistant Secretary of the Company and shall include
the signature of the persons so designated, as attached
hereto as Schedule "F". Whenever the Company or
Administrator provides a direction to the Trustee, the
Trustee shall not be liable for any loss, or by reason of
any breach, arising from the direction if the direction is
contained in a writing (or is oral and immediately confirmed
in a writing) signed by any individual whose name and
signature have been submitted and not withdrawn) in wirting
to the Trustee by the Company, provided the Trustee
reasonably believes the signature of the individual to be
genuine. Such direction may also be made via electronic
date transfer in accordance with procedures agreed to by the
Company and the Trustee; provided, however, that the Trustee
shall be fully protected in relying on such direction as if
it were a direction made in writing by the Company. The
Trustee shall have no responsibility to ascertain any
direction's (i) accuracy, (ii) compliance with applicable
law, or (iii) effect for tax purposes (other than tax
withholding and reporting obligations assumed under this
Agreement).
(b) Conduct. The Trustee hereby agrees not to take
any action contrary to the Plan (as communicated to the
Trustee) or the Summary Plan Description provided to
Participants (as communicated to the Trustee). The Trustee
hereby acknowledges that it has received from the Company a
draft of the Summary Plan Description.
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(c) Co-Fiduciary Liability. In any other case, the
Trustee shall not be liable for any loss, or by reason of
any breach, arising from any act or omission of another
fiduciary under the Plans except as provided in section
405(a) of ERISA. Without limiting the foregoing, the
Trustee shall have no liability for the acts or omissions of
any predecessor or successor trustee.
(d) Responsibility. The Company and the Trustee
agree that they will cooperate with each other in the event
of litigation or other dispute to determine the response
that is appropriate to any claim made against the Company or
the Trustee or both and the apportionment of the resulting
expenses (including reasonable attorney's fees) and
liability, if any, in connection with such claim. The
Company and the Trustee acknowledge that some claims may be
made against either both parties even though only one of the
parties would be responsible under the Plan and the
Agreement for the action, or inaction, gives rise to the
claim may not always be clear. The parties agree that, in
general, claims arising by reason of interpretation of the
Plan provisions or by reason of Company directions or the
directions of an Investment Manager will be defended by the
Company and the Company will be responsible for any expenses
or liability therefor; and claims arising from the
administration and operation of the Trust will be defended
by the Trustee and the Trustee will be responsible for any
expenses or liability therefor. In any event, each will
give notice to the other of any controversy and each will
cooperate with the other to resolve such controversy.
(e) Survival. The provisions of this Section 8
shall survive the termination of this Agreement.
Section 9. Resignation or Removal of Trustee.
(a) Resignation. The Trustee may resign at any item
upon sixty (60) days' notice in writing to the Company,
unless a shorter period of notice is agreed upon by the
Company.
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(b) Removal. The Company may remove the Trustee at
any time upon sixty (60) days' notice in writing to the
Trustee, unless a shorter period of notice is agreed upon by
the Trustee.
Section 10. Successor Trustee.
(a) Appointment. If the office of Trustee becomes
vacant for any reason, the Company may in writing appoint a
successor trustee under this Agreement. The successor
trustee shall have all of the rights, powers, privileges,
obligations, duties, liabilities, and immunities granted to
the Trustee under this Agreement. The successor trustee and
predecessor trustee shall not be liable for the acts or
omissions of the other with respect to the Trust.
(b) Acceptance. When the successor trustee accepts
its appointment under this Agreement, title to and
possession of the Trust assets shall immediately vest in the
successor trustee without any further action on the part of
the predecessor trustee. The predecessor trustee shall
execute all instruments and do all acts that reasonably may
be necessary or reasonably may be requested in writing by
the Company or the successor trustee to vest title to all
Trust assets in the successor trustee or to deliver all
Trust assets to the successor trustee.
(c) Corporate Action. Any successor of the Trustee
or successor trustee, through sale or transfer of the
business or trust department of the Trustee or successor
trustee, or though reorganization, consolidation, or merger,
or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this
Agreement.
Section 11. Termination.
This Agreement may be terminated at any time by the
Company upon sixty (60) days' notice in writing to the
Trustee. On the date of the termination of this Agreement,
the Trustee shall forthwith transfer and deliver to such
individual or entity as the Company shall designate, all
cash and assets then constituting the Trust. If, by the
termination date, the Company has not notified the Trustee
in writing as to whom the assets and cash are to be
transferred and delivered, the Trustee may bring
<PAGE>
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an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The
Trustee shall be reimbursed by the Company for all costs and
expenses of the action or proceeding including, without
limitation, reasonable attorneys' fees and disbursements.
Section 12. Resignation, Removal, and Termination Notices.
All notices of resignation, removal, or termination
under this Agreement must be in writing and mailed to the
party to which the notice is being given by certified or
registered mail, return receipt requested, to the Company
c/o Mr. Dennis Delaney, Vice President, PRIMUS Automotive
Financial Services, Inc., One Burton Hills Blvd., Suite
350, Nashville, Tennessee 37215, and to the Trustee c/o John
M. Kimpel, Fidelity Investments, 82 Devonshire Street, C8A,
Boston, Massachusetts 02109, or to such other addresses as
the parties have notified each other of in the foregoing
manner.
Section 13. Duration.
This Trust shall continue in effect without limit as to
time, subject, however, to the provisions of this Agreement
relating to amendment, modification, and termination
thereof.
Section 14. Amendment of Modification.
This Agreement may be amended or modified at any time
and from time to time only by an instrument executed by both
the Company and the Trustee. Nothwithstanding the foregoing
and not before January 1, 1998, to reflect increased
operating costs the Trustee may once each calendar year
amend Schedule "B" with the Company's consent upon ninety
(90) days' written notice to the Company, whose consent
shall not be unreasonably withheld.
Section 15. General.
(a) Performance by Trustee, its Agents or Affiliates.
The Company acknowledges and authorizes that the services to
be provided under this Agreement shall be provided by the
Trustee, its agents or affiliates, including Fidelity
Investments Institutional Operations Company or its
successor, and that certain of such services may be provided
pursuant to one or more other contractual agreements or
relationships. The Trustee acknowledges and agrees that it
shall remain fully responsible for the performance of all
services or duties performed under this Agreement by its
affiliates.
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(b) Entire Agreement. This Agreement contains all of
the terms agreed upon between the parties wit respect to the
subject matter hereof.
(c) Waiver. No waiver by either party of any failure
or refusal to comply with an obligation hereunder shall be
deemed a waiver of any other or subsequent failure or
refusal to so comply.
(d) Successors and Assigns. The stipulations in this
Agreement shall inure to the benefit of, and shall bind, the
successors and assigns of the respective parties.
(e) Partial Invalidity. If any term or provision of
this Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or
circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
(f) Section Headings. The headings of the various
sections and subsections of this Agreement have been
inserted only for the purposes of convenience and are a part
of this Agreement and shall not be deemed in any manner to
modify, explain, expand or restrict any of the provisions of
this Agreement.
Section 16. Governing Law.
(a) Massachusetts Law Controls. This Agreement is
being made in the Commonwealth of Massachusetts, and the
Trust shall be administered as a Massachusetts trust. The
validity, construction, effect, and administration of this
Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts, except
to the extent those laws are superseded under section 514 of
ERISA.
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(b) Which Agreement Controls. The Trustee is not a
party to the Plans. In the event of any conflict between
the provision of the Plans and the provisions of this
Agreement, the provisions of the Plan shall control,
provided that nothing shall increase or expand the
responsibilities or duties of the Trustee beyond those set
forth in this Agreement without the written consent of the
Trustee.
Section 17. Plan Qualification.
The Company shall be responsible for verifying that
while any assets of a particular Plan are held in the Trust,
the Plan (i) shall upon application to the Internal Revenue
Service for qualification and subject to the receipt by
Company of a letter of qualification from the Internal
Revenue Service, be qualified within the meaning of section
401(a) of the Code. In any Plan ceases to be qualified
within the meaning of section 401(a) of the Code, the
Company shall notify the Trustee as promptly as is
reasonable. Upon receipt of such notice, the Trustee shall
promptly segregate and withdraw from the Trust, the assets
which are allocable to such disqualified Plans, and shall
dispose of such assets in the manner directed by the
Company.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers
as of the day and year first above written.
PRIMUS AUTOMOTIVE FINANCIAL SERVICES, INC.
Attest:/s/Terri Spencer By:/s/
------------------ -----------------------------------
Vice President - Human Resources
FIDELITY MANAGEMENT TRUST COMPANY
Attest:/s/ By:/s/
------------------ ----------------------------------
Vice President
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Schedule "A"
RECORDKEEPING AND ADMINISTRATIVE SERVICES
-----------------------------------------
Administration
- --------------
Establishment and maintenance of participant account
and election percentages.
Maintenance of sixteen (16) plan investment options:
Investment Options
- ------------------
1. Ford Motor Company Unitized Stock Fund
2. Fidelity Magellan Fund
3. Fidelity Contrafund
4. Fidelity Overseas Fund
5. Fidelity Asset Manager: Income
6. Fidelity Asset Manager
7. Fidelity Asset Manager: Growth
8. Fidelity Puritan Fund
9. Fidelity Growth & Income Portfolio
10. Fidelity Growth Company Fund
11. Fidelity International Growth and Income Fund
12. Fidelity Retirement Government Money Market Portfolio
13. Fidelity Intermediate Bond Fund
14. Fidelity U.S. Equity Index Portfolio
15. Fidelity Blue Chip Growth Fund
16. Fidelity OTC Portfolio
* Maintenance of the following money classifications:
Employee Pre-Tax
Employee After-Tax
Employer Match
Rollover
<PAGE>
-21-
The trustee will provide only the recordkeeping and
administrative services set forth on this Schedule "A" and
as detailed in the Plan Administrative Manual and no others.
A) Participant Telephone Services
1. Fidelity registered representatives are
available from 8:30 a.m. - 8:00 p.m. Eastern Time,
to provide toll free telephone service for
Participant inquiries and transactions.
Additionally, participants have 24-hour account
balances inquiry access utilizing our automated
voice response system.
2. For security purposes, all calls are
recorded. In addition, several levels of security
are available including the verification of a
Personal Identification Number (PIN) and/or any
other indicative data resident on the system.
3. Through our telephone services, Fidelity provides the
following services:
- Provide mutual fund investment information.
- Allow Participants to establish a new
Personal Identification Number (PIN) on Fidelity's
VRS.
- Maintain plan specific provisions.
- Process exchanges between all investment
options on a daily basis.
- Maintain and process changes to Participants'
payroll/spillover elections on a daily basis.
- Consult with Participants in various loan
scenarios and generate all documentation.
- Process all Participant loan and withdrawal
requests according to plan provision on a daily
basis.
- Process in-service withdrawals via telephone
due to certain circumstances previously approved
by the Company.
- Process hardship withdrawals and ten-year
loans via telephone according to guidelines
previously approved by the Company.
B) Plan Accounting
1. Process payroll contributions according to
your payroll frequency via electronic data
transfer (EDT). The data format will be provided
by Fidelity.
<PAGE>
-22-
2. Provide plan and Participant level accounting
for up to four (4) money classifications for the
Plan.
3. Value, audit and reconcile the Plans and
participant accounts daily.
4. Provide daily plan and Participant level
accounting for up to sixteen investment options,
including Fidelity-managed investment funds and
Ford Stock.
5. Reconcile and process Participant withdrawal
requests as approved and directed by the Company.
All requests are paid based on the current market
values of Participants' accounts, not advanced or
estimated values. A distribution report will
accompany each check.
6. Track individual Participant loans,
administer all loans outstanding as of the
conversion date, process loan withdrawals, re-
invest loan repayments, and prepare and deliver
comprehensive reports to assist in the
administration of Participant loans. Promissory
notes for existing loans will continue to be the
responsibility of the Company.
7. Qualify hardship requests and ten-year loans
in accordance with written guidelines provided by
the Company. Process Participant hardship
requests on a daily basis (assumes receipt of
request in "good order:).
8. All withdrawals and distributions will be
processed on a daily basis. All requests will be
paid based upon the current market value of a
Participant's account.
9. Maintain and process changes to Participant's
investment elections on a daily basis via
Fidelity's toll-free telephone service.
10. Accept written processing instructions from
the Company with regard to Qualified Domestic
Relations Orders. The instructions may include
freezing Participant's accounts, splitting account
balances, and distributing QDRO accounts.
<PAGE>
-23-
C) Participant Reporting
Note: The Company will be responsible for researching
Participant's inquiries on a timely basis involving
activities that occurred prior to Fidelity becoming the full-
service provider.
1. Mail confirmation to Participants of all
transactions initiated via Fidelity Telephone
Services within three (3) to five (5) business
days of the transaction.
2. Prepare and distribute to each plan
Participant (with a balance or activity during the
period) a detailed Participant statement
reflecting all activity of the Participant on FPRS
as of the last business day of March, June,
September and December. Statements will be mailed
four (4) times per year within approximately
twenty (20) days following the end of each
calendar quarter in the absence of unusual
circumstances.
D) Plan Reporting
1. Prepare, reconcile and deliver a monthly
Trail Balance Report for the Plan presenting all
money classes and investments. This report is
based on the market value as of the last business
day of the month. The report will be mailed
within approximately twenty (20) days following
the end of each month in the absence of unusual
circumstances.
2. Provide on-line access to the Fidelity
recordkeeping system through personal computers
located at the Company. This feature allows the
ability to access plan and Participant level
information for inquiry purposes.
E) Government Reporting
- Process 1099R year-end tax reports for Participants with balances,
as well as provide financial reporting to the Company.
F) Communication Services
1. Provide employee communications describing
available investment options, including multimedia
informational materials and group presentations.
<PAGE>
-24-
G) Discrimination Testing
Perform up to four (4) discrimination tests per year
for the Company. Additional test(s) may be requested
at additional fee(s). To obtain this service, the
Company will be required to provide the information
identified in the Fidelity Discrimination Testing
Package Guidelines.
The above mentioned services will be phased in during a
transition period to Fidelity. Comerica Bank, as the
terminating trustee and recordkeeper will perform their
last valuation of the Plan for the period ending
December 31, 1995. The transition period is scheduled
to begin on January 1, 1996, with a projected
completion dated of March 31, 1996. This projection is
based upon several critical path items, one of which is
the receipt of the final valuations from Comerica Bank
on January 29, 1996. The Company and Fidelity have
agreed that there will be a suspension of recordkeeping
services during the transition period except for
contributions, loan repayments for the Plan and
enrollments. It is the goal of both parties that the
transition period be as short as possible.
<PAGE>
-25-
Schedule "B"
FEE SCHEDULE
------------
Annual Participant Fee: $16.00 per Participant*,
subject to a $15,000 per year
minimum, billed and payable
quarterly.
Enrollments by Phone: $5.00 per non-active employee
residing on Fidelity's
Participant recordkeeping
system.
Loan Fee: Establishment fee of $35.00
per loan account; annual fee
of $15.00 per loan account.
Minimum Required Distribution: $25.00 per Minimum Required Distribution
recipient per year.
In-Service Withdrawals by Phone: $15.00 per withdrawal.
Remote Access: $1,000 per year, plus a monthly charge
of $3-$5 per hour for TYMNET usage.
Installation of one remote
access provided free of
charge; installation of each
additional terminal is $1,500.
Return of Excess Contribution Fee: $25.00 per Participant, one-time charge
per calculation and check generation.
* This fee will be imposed pro rata for each calendar
quarter, or any part thereof, that it remains necessary
to keep a Participant's account(s) as part of the
Plan's records, e.g., vested, deferred, forfeiture, top-
heavy and terminated Participants who must remain on
file through calendar year-end for 1099R reporting
purposes.
Trustee Fee
- -----------
- - To the extent that assets are invested in Ford Stock,
.25% of such assets in the Trust payable pro rata
quarterly on the basis of such assets as of the
calendar quarter's last valuation date, but no less
than $10,000 nor more than $25,000.
<PAGE>
-26-
Other Fees
- ----------
- - Separate charges for optional non-discrimination
testing, extraordinary expenses resulting from large
numbers of simultaneous manual transactions or from
errors not caused by Fidelity, or for reports not
contemplated in this Agreement. The Administrator may
withdraw reasonable administrative fees from the Trust
by written direction to the Trustee.
<PAGE>
-27-
Schedule "C"
INVESTMENT OPTIONS
In accordance with Section 4(b), the Named Fiduciary
hereby directs the Trustee that Participants' individual
accounts may be invested in the following investment
options:
INVESTMENT OPTIONS (16)
1. Ford Motor Company Unitized Stock Fund
2. Fidelity Magellan Fund
3. Fidelity Contrafund
4. Fidelity Overseas Fund
5. Fidelity Asset Manager: Income
6. Fidelity Asset Manager
7. Fidelity Asset Manager: Growth
8. Fidelity Puritan Fund
9. Fidelity Growth & Income Portfolio
10. Fidelity Growth Company Fund
11. Fidelity International Growth and Income Fund
12. Fidelity Retirement Government Money Market Portfolio
13. Fidelity Intermediate Bond Fund
14. Fidelity U.S. Equity Index Portfolio
15. Fidelity Blue Chip Growth Fund
16. Fidelity OTC Portfolio
<PAGE>
-28-
Schedule "D"
(Law Firm Letterhead)
Ms. Carolyn Redden
Fidelity Institutional Retirement
Services Company
82 Devonshire Street - ZZ4
Boston, MA 02109
(Name of Plan)
Dear Ms. Redden:
In accordance with your request, this letter sets forth
our opinion with respect to the qualified status under
section 401(a) of the Internal Revenue Code of 1986
(including amendments made by the Employee Retirement Income
Security Act of 1974) (the "Code"), of the (name of plan),
as amended to the date of this letter (the "Plans").
The material facts regarding the Plans as we understand
them are as follows. The most recent favorable
determination letter as to the Plans' qualified status under
section 401(a) of the Code was issued by the (location of
Key District) District Director of the Internal Revenue
Service and was dated (date) (copy enclosed). The version
of the Plans submitted by (name of company) (the "Company")
for the District Director's review in connection with this
determination letter did not contain amendments made
effective as of (date). These amendments, among other
matters, (brief description of amendments). (Subsequent
amendments were made on (date) to amend the provisions
dealing with (brief description of amendments).)
The Company has informed us that it intends to submit
the Plans to the (location of Key District) District
Director of the Internal Revenue Service and to request from
him a favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code. The
Company may have to make some modification s to the Plans at
the request of the Internal Revenue service in order to
obtain this favorable determination letter, but we do not
expect any of these modifications to be material. The
Company has informed us that it will make these
modifications.
Based on the foregoing statements of the Company and
our review of the provisions of the Plans, it is our opinion
that the Internal Revenue Service will issue a favorable
determination letter as to the qualified status of the
Plans, as modified at the request of the Internal Revenue
Service, under section 401(a) of the Code, subject to the
customary condition that continued
<PAGE>
-29-
qualification of the Plans, as modified, will depend on its
effect in operation.
Furthermore, in that the assets are in part invested in
common stock issued by the Company or an affiliate, it is
our opinion that the Plans is an "eligible individual
account plan" (as defined under Section 407(d)(3) of ERISA)
and that the shares of common stock of the Company held and
to be purchased under the Plans are "qualified employer
securities" (as defined under Section 407(d)(5) of ERISA).
Finally, it is our opinion that interests in the Plans are
not required to be registered under the Securities Act of
1933, as amended, or, if such registration is required, that
such interests are effectively registered under said Act.
Sincerely,
(name of law firm)
By: (signature)
(name of partner)
<PAGE>
-30-
Schedule "E"
TELEPHONE EXCHANGE GUIDELINES
The following telephone exchange guidelines are currently
employed by Fidelity Institutional Retirement Services
Company (FIRSCO).
Telephone exchange hours are 8:30 a.m. (ET) to 8:00 p.m.
(ET) on each business day. A "business day" is any day on
which the New York Stock Exchange is open.
FIRSCO reserves the right to change these telephone exchange
guidelines at its discretion.
Exchanges Between Investment Options
Participants may call on any business day to exchange
between the investment options. If the request is
received before 4:00 p.m. (ET), it will receive that
day's trade date. Calls received after 4:00 p.m. (ET)
will be processed on a next day basis.
Exchange Restrictions
Investments in the Ford Stock Fund will consist
primarily of shares of Ford Stock. In order to satisfy
daily participant requests for exchanges, loans and
withdrawals, the Ford Stock Fund will also hold cash or
other short-term liquid investments in an amount that
has been agreed to in writing by the Ford Motor Company
and the Trustee. The Trustee will be responsible for
ensuring that the percentage of these investments falls
within the agreed upon range over time. However, if
there is insufficient liquidity in the Ford Stock Fund
to allow for such activity, the Trustee will sell
shares of Ford Stock in the open market. Exchange and
redemption transactions will be processed as soon as
proceeds from the sale of Ford Stock are received.
<PAGE>
-31-
Schedule "F"
SIGNATURE AUTHORIZATION
PRIMUS Automotive Financial Services, Inc.
PRIME Account Committee
Ms. Carolyn Redden
Fidelity Institutional Retirement Services Company
82 Devonshire Street - MM3H
Boston, Massachusetts 02109
PRIMUS Automotive Financial Services, Inc.
PRIME Account
Dear Ms. Redden:
This letter is sent to you in accordance with Section
8(a) of the Trust Agreement, dated as of _______________,
between PRIMUS Automotive Financial Services, Inc. and
Fidelity Management Trust Company. We hereby designate
Dennis T. Delaney, Rene Ramirez, and Toby N. Hynes as the
individuals who may provide directions upon which Fidelity
Management Trust Company shall be fully protected I relying.
only one such individual need provide any direction. The
signature of each designated individual is set forth below
and certified to be such.
You may rely upon each designation and certification
set forth in this letter until we deliver to you written
notice of the termination of authority of a designated
individual.
Very truly yours,
PRIMUS Automotive Financial
Services, Inc.
PRIME Account Committee
/s/Dennis T. Delaney
Dennis T. Delaney
Vice President
/s/Dennis T. Delaney
Dennis T. Delaney
/s/Rene Ramirez
Rene Ramirez
/s/Toby N. Hynes
Toby N. Hynes
<PAGE>
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MI 48121
May 23, 1996
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S
8, as amended (the "Registration Statement") 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 100,000 shares of Common Stock, par value
$1.00 per share, of the Company ("Common Stock"), relating
to the Primus Automotive Financial Services, Inc. Prime
Account (the "Plan") of Primus Automotive Financial
Services, Inc.
As an Assistant Secretary and Counsel of the Company, I
am familiar with the Certificate of Incorporation and the
ByLaws 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 the Trustee
under the Plan in accordance with the Plan will be legally
issued, fully paid and
<PAGE>
-2-
non-assessable when the Registration Statement shall have
become effective and the Company shall have received
therefor the consideration provided in the Plan (but not
less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit
5.1 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
FORD MOTOR COMPANY
THE AMERICAN ROAD
DEARBORN, MI 48121
May 23, 1996
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8, as amended
(the "Registration Statement") 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
Primus Automotive Financial Services, Inc. Prime Account (the "Plan") of
Primus Automotive Financial Services, Inc.
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 the provisions of the
Plan, as amended and subsequently modified if necessary to obtain a
favorable determination letter from the Internal Revenue Service, will comply
with the requirements of ERISA pertaining to such provisions.
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
<PAGE>
Exhibit 15
COOPERS & LYBRAND L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
Re: Ford Motor Company Amendment No. 1 to Registration Statement
No. 33-58861 on Form S-8
We are aware that our report dated April 15, 1996 accompanying the unaudited
interim financial information of Ford Motor Company and Subsidiaries for
the periods ended March 31, 1996 and 1995, and included in the Ford Motor
Company Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
is incorporated by reference in this Registration Statement. Pursuant
to Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of the Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
May 21, 1996
Exhibit 23
COOPERS & LYBRAND L.L.P.
Ford Motor Company
The American Road
Dearborn, Michigan
CONSENT OF COOPERS & LYBRAND L.L.P.
Re: Ford Motor Company Amendment No. 1 to Registration Statement
No. 33-58861 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 1995 Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
400 Renaissance Center
Detroit, Michigan 48243
May 21, 1996
