Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-0549190
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One American Road
Dearborn, Michigan 48126
(Address of principal executive offices) (Zip Code)
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES
(Full title of the Plan)
J. M. Rintamaki, Esq.
Ford Motor Company
P. O. Box 1899
One American Road
Dearborn, Michigan 48126-1899
(313) 323-2260
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered* share** price** registration fee
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, 4,000,000
$1.00 par value shares $53.1875 $212,750,000.00 $56,166.00
- -------------------------- -------------------- ------------------------- ---------------------------- ======================
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*The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by Fidelity
Management Trust Company, as trustee under the Master Trust established as of
September 30, 1995, as amended, and as trustee under the Plan, during 2000 and
during subsequent years until a new Registration Statement becomes effective.
**Based on the market price of Common Stock of the Company on May 16, 2000
in accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-58701, 333-49547,
333-47445, 333-27993, 33-64605, 33-61107, 33-58255, 33-54737, 33-54283,
33-50238, 33-36043, 33-19036 and 2-95018 are incorporated herein by reference.
____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.A - Amended and Restated Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees dated October 9, 1999.
Filed with this Registration Statement.
Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30,
1995 between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.B to
Registration Statement No. 33-64605 and incorporated herein
by reference.
Exhibit 4.C - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to
Registration Statement No. 333-47443 and incorporated herein
by reference.
Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.F to
Registration Statement No. 333-58695 and incorporated
herein by reference.
Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Counsel of Ford Motor Company, with respect to the legality
of the securities being registered hereunder. Filed with
this Registration Statement.
Exhibit 5.B - Copy of Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal
Revenue Code. Filed as Exhibit 5.B to Registration Statement
No. 33-58255 and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
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-4-
Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit
24.A to Registration Statement No. 333-37396 and
incorporated herein by reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit
24.B to Registration Statement No. 333-37396 and
incorporated herein by reference.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on this 22nd day of May, 2000.
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ Sheryl Herrick
-----------------------------
Sheryl Herrick, Member
Tax-Efficient Savings Plan
for Hourly Employees Committee
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The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 22nd day of
May, 2000.
FORD MOTOR COMPANY
By: Jacques A. Nasser*
------------------------
(Jacques A. Nasser)
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
- --------- ----- ----
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Director and President and
Chief Executive Officer
Jacques A. Nasser* (principal executive officer)
- -----------------------------
(Jacques A. Nasser)
Director, Chairman of the Board and
Chairman of the Environmental and
Public Policy Committee, the Finance
Committee and the Organization
William Clay Ford, Jr.* Review and Nominating Committee
- -----------------------------
(William Clay Ford, Jr.) May 22, 2000
Director and Chairman of the
Compensation and Option
Michael D. Dingman* Committee
- -----------------------------
(Michael D. Dingman)
Edsel B. Ford II* Director
- -----------------------------
(Edsel B. Ford II)
William Clay Ford Director
- -----------------------------
(William Clay Ford)
<PAGE>
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Signature Title Date
- --------- ----- ----
Director and Chairman of
Irvine O. Hockaday, Jr.* the Audit Committee
- -----------------------------
(Irvine O. Hockaday, Jr.)
Marie-Josee Kravis* Director
- -----------------------------
(Marie-Josee Kravis)
Ellen R. Marram* Director
- -----------------------------
(Ellen R. Marram)
Homer A. Neal* Director
- -----------------------------
(Homer A. Neal)
Jorma J. Ollila* Director May 22, 2000
- -----------------------------
(Jorma H. Ollila)
Carl E. Reichardt* Director
- -----------------------------
(Carl E. Reichardt)
Robert E. Rubin Director
- -----------------------------
(Robert E. Rubin)
John L. Thornton Director
- -----------------------------
(John L. Thornton)
Group Vice President and
Chief Financial Officer
Henry D.G. Wallace* (principal financial officer)
- -----------------------------
(Henry D.G. Wallace)
<PAGE>
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Vice President and Controller
William A. Swift* (principal accounting officer)
- -----------------------------
(William A. Swift)
*By:/s/K. S. Lamping
- -----------------------------
(K. S. Lamping,
Attorney-in-Fact)
</TABLE>
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-9-
EXHIBIT INDEX
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<S> <C> <C>
Sequential Page
at which Found
(or Incorporated
by Reference)
Exhibit 4.A - Amended and Restated Ford Motor Company Tax-Efficient Savings
Plan for Hourly Employees dated October 9, 1999. Filed with
this Registration Statement
Exhibit 4.B - Copy of Master Trust Agreement dated as of September 30, 1995
between Ford Motor Company and Fidelity Management Trust Company,
as Trustee. Filed as Exhibit 4.B to Registration Statement No.
33-64605 and incorporated herein by reference.
Exhibit 4.C - Copy of Amendment dated October 25, 1997 to Master Trust
Agreement between Ford Motor Company and Fidelity Management
Trust Company, as Trustee. Filed as Exhibit 4.E to Registration
Statement No. 333-47443 and incorporated herein by reference.
Exhibit 4.D - Copy of Amendment dated March 3, 1998 to Master Trust Agreement
between Ford Motor Company and Fidelity Management Trust Company,
as Trustee. Filed as Exhibit 4.F to Registration Statement No.
333-58695 and incorporated herein by reference.
Exhibit 5.A - Opinion of Kathryn S. Lamping, an Assistant Secretary and Counsel
of Ford Motor Company, with respect to the legality of the
securities being registered hereunder. Filed with this
Registration Statement.
Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code.
Filed as Exhibit 5.B to Registration Statement No. 33-58255
and incorporated herein by reference.
Exhibit 15 - Letter from Independent Certified Public Accountants regarding
unaudited interim financial information. Filed with this Registration
Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this
Registration Statement.
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Exhibit 24.A - Powers of Attorney authorizing signature. Filed as Exhibit 24.A to
Registration Statement No. 333-37396 and incorporated herein by
reference.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature
pursuant to a power of attorney. Filed as Exhibit 24.B to Registration
Statement No. 333-37396 and incorporated herein by reference.
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Exhibit 4.A
AGREEMENT CONCERNING
TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
AND
FORD MOTOR COMPANY
TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
On this 9th day of October, 1999, at Dearborn, Michigan, Ford Motor Company, a
Delaware corporation, hereinafter designated as the Company, and the
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America, UAW, an unincorporated voluntary association, hereinafter
designated as the Union, agree as follows:
<PAGE>
AGREEMENT CONCERNING
TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
Section 1. Continuation of Plan
Subject to the approval of the Company's Board of Directors and receipt by
the Company of approval by the Internal Revenue Service as meeting the
requirements of Sections 401(a) and 401(k) of the Internal Revenue Code,
the Company will continue the Tax-Efficient Savings Plan for Hourly
Employees (hereinafter referred to as the Plan) in the form that has been
agreed to by the parties, effective, except as otherwise provided in the
Plan, January 1, 1997. In the event that an Internal Revenue Service ruling
acceptable to the Company is not obtained, the Company, within 30 days
after such disapproval, will give written notice thereof to the Union and
this Agreement shall thereupon have no force or effect. In that event, the
matters covered by this Agreement shall be the subject of further
negotiation between the Company and the Union with respect to adopting a
program adhering as closely as possible to the language and intent of the
provisions outlined in the Plan for which a favorable ruling may be
obtained.
<PAGE>
AGREEMENT CONCERNING TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
Section 2. Administration
The Plan will be maintained under provisions of Sections 401(a) and 401(k)
of the Internal Revenue Code of l986, as amended. In the event of any
conflict between the provisions of the Plan and the provisions of the
Agreement, the provisions of this Agreement will supersede the provisions
of the Plan to the extent necessary to eliminate such conflict.
<PAGE>
AGREEMENT CONCERNING TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
Section 3. Obligations During Term of This Agreement
During the term of this Agreement, neither the Company nor the Union shall
request any change, deletion from or addition to the Plan or this
Agreement, except as required to maintain qualification of the Plan under
Sections 401(a) and 401(k) of the Internal Revenue Code, and for compliance
with ERISA and any other legislation governing such plans, or be required
to bargain with respect to any provision or interpretation of the Plan or
this Agreement; and during such period no change in, deletion from or
addition to any provision, or interpretation, of the Plan or this
Agreement, nor any dispute or difference occurring in any negotiations
pursuant to Section 1 of this Agreement shall be an objective of, or a
reason or cause for, any action or failure to act, including without
limitation, any strike, slowdown, work stoppage, lockout, picketing or
other exercise of economic force, or threat thereof, by the Union or the
Company.
Section 4. Nonapplicability of Collective Bargaining Agreement Grievance
Procedure
No matter respecting the Plan as supplemented by this Agreement or any
difference arising thereunder shall be subject to the Grievance Procedure
established in the Collective Bargaining Agreement between the Company and
the Union.
<PAGE>
AGREEMENT CONCERNING TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
Section 5. Term of Agreement; Notice to Modify or Terminate
The Plan as amended will, except as otherwise provided in the Plan, be
effective January 1, 1997, and this Agreement and the Plan will continue in
effect until the termination of the Collective Bargaining Agreement dated
October 9, 1999 between the Company and the Union. The Plan shall be
renewed automatically for successive one-year periods thereafter unless
either party shall give written notice to the other at least 60 days prior
to September 14, 2003, or any subsequent anniversary date) of its desire to
amend or modify the Plan as of one of the dates specified in this Section
(it being understood, however, that the foregoing provision for automatic
one-year renewal periods shall not be construed as an endorsement by either
party of the proposition that one year is a suitable term for such a Plan).
If such notice is given, the Plan shall be open to modification or
amendment on September 14, 2003, or the subsequent anniversary date, as the
case may be.
If either party shall desire to terminate this Agreement, it may do so on
September 14, 2003, or any subsequent anniversary date, by giving written
notice to the other party at least 60 days prior to the date involved.
Anything herein which might be construed to the contrary notwithstanding,
however, it is understood that termination of this Agreement shall not have
the effect of automatically terminating the Plan.
Notwithstanding termination of this Agreement and the Plan, any profit
sharing distributions pursuant to the Ford Motor Company Profit Sharing
Plan for Hourly Employees in the United States that otherwise would be
contributed to the trust fund under this Plan with respect to calendar year
2003 shall be contributed and administered in accordance with the
provisions of this Agreement and the Plan.
Any notice under this Agreement shall be in writing and shall be
sufficient, if sent by mail addressed, if to the Union, to International
Union, UAW, 8000 East Jefferson Avenue, Detroit, Michigan 48214, or to such
other address as the Union shall furnish to the Company in writing, and if
to the Company, to Ford Motor Company, Dearborn, Michigan 48121, Attention:
Vice President-Human Resources, or to such other address as the Company
shall furnish to the Union, in writing.
<PAGE>
AGREEMENT CONCERNING
TAX-EFFICIENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
IN WITNESS WHEREOF, this Agreement is executed on behalf of each party by
its duly authorized representatives as of the date first appearing above.
FORD MOTOR COMPANY
Jacques A. Nasser Glen A. Anderson
William C. Ford, Jr. James D. Boydston
Peter J. Pestillo Richard D. Freeman
James J. Padilla James N. Gibson
Robert H. Marcin Sylvester Glover
David L. Murphy Timothy P. Hartmann
Dennis J. Cirbes Roger J. Mitchell
Robert W. Clark Rick E. Poynter
James Tucker, Jr. Thomas M. Ryan
Livio Mezza Cynthia A. Sloat
Stephen M. Kulp Peter A. Stickler
Daniel L. Greenbaum Marilyn S. Bingamen
Woodrow A. Myers, Jr. Tamara L. McDaniel
William E. Asselin Richard O. Bair
William S. Flatt Thomas J. Gorman
UAW
International Union National Ford Council
Steven P. Yokich Johnny Martin, Subcouncil #6
Ron Gettelfinger Jeff Washington, Subcouncils #2 & #3
David Curson Jerry Sullivan, Subcouncil #1
Bill Stevenson Rory Gamble, Subcouncil #1
Joseph Reilly Carl Dowell, Subcouncil #2
Paul Massaron Jerry Kline, Subcouncil #2
Frank Musick Gordon Rushlau, Subcouncil #3
Charles Hoskins Frank Walker, Subcouncil #3
Frank Howe Bill Norfleet, Subcouncil #4
Ron Hughes Tom Zmrazek, Subcouncil #4
Joseph Peters Bob Hasty, Subcouncil #5
John Talik, Subcouncil #5
Joel Goddard, Subcouncil #6
Tony White, Subcouncil #7
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
This Plan has been established by the Company to enable employees to save
and invest in a systematic manner and to provide them with an opportunity
to become stockholders of the Company.
I. Definitions
As hereinafter used:
1. "Account" shall mean, as appropriate, any one of a Member's
Tax-Efficient Savings Account, After-Tax Savings Account, or any
combination of such accounts.
2. "After-Tax Savings Contributions" shall mean amounts contributed
by an Employee to the Plan from the Employee's Wages, as provided
in Paragraph IV hereof.
3. "After-Tax Savings Account" shall mean an Account of a Member
under the Plan to which are credited After-Tax Contributions made
by such Employee and Earnings thereon.
4. "Bond Fund" shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance
with Subparagraph 3 of Paragraph XIII hereof.
5. "Bond Fund Units" shall mean the measure of a member's interest
in the Bond Fund as described in Subparagraph 3 of Paragraph XIII
hereof.
6. "Cash value of assets" shall mean the value of the assets,
expressed in dollars, in a member's account under any investment
election under the Plan or the total thereof, as the case may be,
at the close of business on the date such cash value is to be
determined.
7. "Collective Bargaining Agreement" shall mean the Collective
Bargaining Agreement dated October 9, 1999 between the Company
and the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, UAW.
8. "Committee" shall mean the Committee created by the Company
pursuant to the provisions of Paragraph XX hereof.
9. "Common Stock Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the Trustee in
accordance with Subparagraph 2 of Paragraph XIII hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
10. "Common Stock Fund Units" shall mean the measure of a member's
interest in the Common Stock Fund as described in Subparagraph 2
of Paragraph XIII hereof.
11. "Company" shall mean Ford Motor Company.
12. "Company stock" shall mean Common Stock of the Company.
13. "Composite Quotation Listing" shall mean a composite listing of
market prices of securities supplied by a reputable financial
statistical service selected by the Trustee, which listing
includes the prices at which securities are traded on national
securities exchanges located in the United States.
14. "Current Market Value" shall mean, with reference to Company
stock, the closing market price on the New York Stock Exchange on
the day in question or, if no sales were made on that date, at
the closing market price on the next preceding day on which sales
were made.
15. "Earnings" with reference to Tax-Efficient Savings Contributions
and After-Tax Savings Contributions, shall mean earnings
resulting from the investment and any reinvestment of such
contributions and any increment thereof and shall include
interest, dividends and other distributions on such investments.
16. "Employee" shall mean each person who is employed at an hourly
rate by a Participating Company and is enrolled on the active
employment rolls of such Participating Company maintained in the
United States.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
17. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
18. "Ford Stock Fund" shall mean that portion of the trust fund under
the Plan consisting of investments made by the Trustee in
accordance with Subparagraph 1 of Paragraph XIII hereof.
19. "Ford Stock Fund Units" shall mean the measure of a member's
interest in the Ford Stock Fund as described in Subparagraph 1 of
Paragraph XIII hereof.
20. "Interest Income Fund" shall mean that portion of the trust fund
under the Plan consisting of investments made by the Trustee in
accordance with Subparagraph 4 of Paragraph XIII hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
21. "Interest Income Fund Advisor" shall mean one or more persons or
companies, corporations, or other organizations appointed by the
Company to provide investment advice to the Trustee concerning
the Interest Income Fund. The Trustee may be designated an
Interest Income Fund Advisor by the Company.
22. "Member" shall mean and include (a) an employee who shall have
elected to participate in the Plan and, in the case of an
employee of a Participating Company, shall have filed a
Tax-Efficient Savings agreement then outstanding under the Plan,
and (b) a person who has assets under the Plan.
23. "Participating Company" shall mean and include the Company, AAI
Employee Services Company, L.L.C., and each Subsidiary of the
Company that shall have elected to participate in the Plan with
the consent of the Company. "Subsidiary of the Company" shall
mean a domestic corporation not less than a majority of the
voting stock of which is owned directly or indirectly by the
Company.
24. "Performance Bonus Payments" shall mean payments to members
pursuant to Article IX, Section 2 (b)(1) of the Collective
Bargaining Agreement.
25. "Plan year" shall mean, prior to the Plan Year beginning in
December 1999, a twelve-month period starting on the first day of
the first pay period beginning in a calendar year and ending on
the last day of the last pay period beginning in such calendar
year. Notwithstanding the foregoing, the 1999 Plan Year shall end
on December 30, 1999. Thereafter, the Plan Year shall be a
twelve-month period beginning December 31 and ending the
following December 30.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
26. "Profit sharing distributions" shall mean amounts distributed to
hourly employees under profit sharing plans of a Participating
Company.
27. "Subsidiary" or "Affiliate" shall mean (a) all corporations that
are members of a controlled group of corporations within the
meaning of Section 1563(a) of the Internal Revenue Code
(determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(c) of the Internal Revenue Code) and of which the
Company is then a member and (b) all trades or businesses,
whether or not incorporated, that, under the regulations
prescribed by the Secretary of the Treasury pursuant to Section
414(c) of the Internal Revenue Code, are then under common
control with the Company.
28. "Tax-Efficient Savings account" shall mean an account of a member
under the Plan to which are credited Tax-Efficient Savings
Contributions on behalf of such employee and earnings thereon.
29. "Tax-Efficient Savings election" shall mean an agreement between
an employee and the Participating Company to have the employee's
wages or profit sharing distributions reduced by an amount
specified by the employee and to have an amount equal to such
reduction contributed by the Participating Company to the Plan on
behalf of the employee, pursuant to Section 401(k) of the
Internal Revenue Code and Paragraph IV hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
30. "Tax-Efficient Savings Contributions" shall mean amounts
contributed by the Company to the Plan on behalf of an employee,
pursuant to a Tax-Efficient Savings agreement, as provided in
Paragraph IV hereof.
31. "Trustee" shall mean the trustee or trustees appointed by the
Company pursuant to the provisions of Paragraph XVI hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
I. Definitions (contd.)
32. "Wages" shall mean the regular base pay for straight time hours,
including holiday pay and vacation pay (including the related
excused absence allowance), and incentive pay, bereavement pay,
jury duty pay, and short-term military duty pay, and the straight
time portion of any overtime hours paid, up to a total of 40
hours in a week for all such payments, cost of living allowance
applicable to the foregoing, and Performance Bonus Payments to
which an employee of a Participating Company is entitled prior to
giving effect to any Tax-Efficient Savings election. Performance
Bonus payments shall qualify as wages irrespective of the 40 hour
maximum. "Wages" shall not include any other category of
compensation (e.g., overtime premium pay, Saturday and Sunday
premium pay, cost-of-living allowance not applicable to the
foregoing, call-in pay, shift premium pay, seven-day premium pay,
holiday premium pay, grievance awards, moving allowances,
supplemental unemployment benefit payments under the Company's
Supplemental Unemployment Benefit Plan (including automatic
short-week benefit payments), suggestion awards, tool allowances,
apprentice training incentives, the cost to the Participating
Company of providing Group Life Insurance and Survivor Income
Benefit coverages in excess of $50,000 (or any other imputed
income as may be designated by law), pension or retirement plan
payments, any Christmas bonus, or any other special
remuneration).
In addition, effective January 1, 1995, wages for purposes of
determining the amount of contributions that may be made to the
Plan by employees whose regularly scheduled hours are less than
40 hours as a result of the establishment of a three-shift
operation at the discretion of the Company shall be determined by
(i) multiplying the excess of 40 hours over the regularly
scheduled hours by a rate equal to the sum of the
regular straight-time rate and the applicable cost-of-
living allowance and
(ii) adding thereto straight-time pay and applicable cost-
of-living allowance for hours worked,
up to a total of 40 hours in a week for all such payments.
For years beginning after December 31, 1988, the annual
compensation of each employee taken into account for determining
all benefits provided under the Plan for any determination period
shall not exceed the amount specified in Section 401(a)(17) of
the Internal Revenue Code.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
II. Eligibility
Except as hereinafter provided, each employee of a Participating Company
shall be eligible for membership in the Plan and to make After-Tax Savings
Contributions and to have Tax-Efficient Savings Contributions made to the
Plan three months after such employee's initial date of hire (eligibility
date).
The Company may in its discretion determine, in the event of the
acquisition by a Participating Company (by purchase, merger or otherwise)
of all or part of the assets of another corporation, that the service of a
person as an employee of such other corporation shall be included in
ascertaining whether he or she has had such service as required above for
eligibility, provided that he or she shall have become an employee of a
Participating Company in connection with such acquisition.
Leased employees are not considered employees and are therefore excluded
from eligibility for membership in the Plan. The term "leased employee"
includes any person (other than an employee of the Company) who pursuant to
an agreement between the Company and any other person ("leasing
organization") has performed services for the Company (or for the Company
and related persons determined in accordance with Section 414(n)(6) of the
Internal Revenue Code) on a substantially full time basis for a period of
at least one year, and such services are performed under primary direction
or control by the Company. For purposes of this subparagraph, the term
Company shall include the Company and its subsidiaries.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
III. Membership
Membership of any employee in the Plan shall be entirely voluntary except
as otherwise provided in Paragraph XXVI hereof.
An eligible employee may elect membership in the Plan as of any pay period
commencing after such employee's eligibility date or as of the date of any
profit sharing distribution by delivering a notice of election to
participate and a Tax-Efficient Savings election in accordance with
Paragraph IV hereunder.
A newly-hired employee of a Participating Company may elect membership in
the Plan prior to the date on which such employee would otherwise become
eligible for membership in the Plan for the limited purpose of making a
rollover contribution to the Plan as hereinafter provided.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions
1. Tax-Efficient Savings Contributions
Each eligible employee, by making a Tax-Efficient Savings election in
such form and in such manner and at such time as the Committee may
prescribe, may elect to have contributed to the Plan on his or her
behalf
(a) for each pay period, a Tax-Efficient Savings Contribution in such
amount as he or she may authorize at a rate of not less than one
percent nor more than twenty (20) percent for the period
following the first pay period after January 1, 1997 through the
first pay period after January 1, 1998 and twenty-five (25)
percent thereafter, in increments of one percent, of his or her
wages for such pay period, such amounts to be rounded down to the
nearest full dollar, and
(b) for each profit sharing distribution, a Tax-Efficient Savings
Contribution in such amount as he or she may authorize at a rate
of not less than one percent nor more than 100 percent, in
increments of one percent, of such profit sharing distribution.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
1. Tax-Efficient Savings Contributions (contd.)
Subject to the foregoing provisions of this Paragraph IV, the rate of
Tax-Efficient Savings Contributions with respect to wages authorized by the
employee may be decreased, increased or stopped by him or her by delivering
notice of such change in such form and in such manner and at such time as
the Committee shall specify. If an employee shall become ineligible to have
Tax-Efficient Savings Contributions made to the Plan, his or her
Tax-Efficient Savings election shall terminate forthwith. If the
Tax-Efficient Savings election of an employee shall terminate for any
reason, the employee thereafter may, subject to the eligibility provisions
of the Plan, resume the making of Tax-Efficient Savings Contributions to
the Plan, as of the first day of any pay period by giving notice in such
form and in such manner and at such time as the Committee shall specify.
The Company shall contribute to the Plan each pay period, out of current or
accumulated earnings and profits, an amount equal to the aggregate of the
amounts of Tax-Efficient Savings Contributions to be contributed by the
Company on behalf of employees pursuant to such employees' elections under
Tax-Efficient Savings agreements with respect to such pay period.
2. After Tax Savings Contributions
Beginning January 1, 2000, or as soon as practicable thereafter, in lieu of
all or part of the contributions an employee may authorize in accordance
with Subparagraph 1 of Paragraph IV, an employee may elect in the manner
prescribed by the Committee to contribute an equivalent amount to the Plan
on an after-tax basis. Such contributions shall be allocated to the
employee's After-Tax Savings Account.
The Committee may require employees of a participating Company who elect to
make After-Tax Savings Contributions to the Plan to contribute by payroll
deductions or by such other method as the Committee may designate. If the
Committee shall designate a method other than payroll deductions, the
Committee shall adopt rules applying, as nearly as practicable, the
provisions of this Paragraph IV relating to payroll deductions to such
method of making After-Tax Savings Contributions.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
3. Limitation on Contributions
(a) Definitions. As hereinafter used in this Paragraph IV:
"Average Tax-Efficient Savings Contribution percentage" means the
average of the Tax-Efficient Savings Contribution percentages of
the eligible employees in a group.
"Tax-Efficient Savings Contribution percentage" means the ratio
(expressed as a percentage) of Tax-Efficient Savings
Contributions under the Plan on behalf of the eligible employee
for the year to the eligible employee's compensation for the
year. "Compensation" for this purpose means compensation paid by
the Company to the employee during the year which is required to
be reported as wages on the employee's Form W-2, plus
Tax-Efficient Savings Contributions. The determination of the
Tax-Efficient Savings Contribution percentage and the treatment
of Tax-Efficient Savings Contributions shall satisfy such other
requirements as may be prescribed by the Secretary of the
Treasury pursuant to the Internal Revenue Code.
The Tax-Efficient Savings Contribution percentage for any
eligible employee who is a highly compensated employee for the
year and who is eligible to have Tax-Efficient Savings
Contributions allocated to his account under two or more plans
described in Section 40l(a) of the Internal Revenue Code or
arrangements described in Section 40l(k) of the Internal Revenue
Code that are maintained by the Company or an Affiliate shall be
determined as if all such contributions were made under a single
plan.
"Average After-Tax Contribution percentage" means the average of
the After-Tax Savings Contribution percentages of the eligible
employee's in a group.
"After-Tax Contribution percentage" means the ratio (expressed as
a percentage) of After-Tax Savings Contributions under the Plan
on behalf of the eligible employee for the year to the eligible
employee's compensation for the year. "Compensation" for this
purpose means compensation paid by the Company to the employee
during the year which is required to be reported as wages on the
employee's Form W-2, plus Tax-Efficient Savings Contributions.
The determination of the After-Tax Contribution percentage and
the treatment of After-Tax Savings Contributions shall satisfy
such other requirements as may be prescribed by the Secretary of
the Treasury pursuant to the Internal Revenue Code. The After-Tax
Contribution Percentage for any eligible employee who is a Highly
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
3. Limitation on Contributions (contd.)
(a) Definitions (contd.)
compensated employee for the year and who is eligible to make
After-Tax Savings Contributions to his or her accounts under two
or more plans described in Section 401(a) of the Internal Revenue
Code or arrangements described in Section 401(m) of the Internal
Revenue Code that are maintained by the Company or an Affiliate
shall be determined as if all such contributions were made under
a single plan.
The term "highly compensated employee" includes highly
compensated active employees and highly compensated former
employees.
A highly compensated active employee includes any employee who
performs service for the Company and who, (i) was a 5 percent
owner at any time during the look-back year or determination
year, which terms are defined below, or (ii) for the look-back
year, received compensation from the Company in excess of $80,000
(as adjusted pursuant to the Internal Revenue Code) and, if the
Company so elects for the look-back year, was in the top-paid
group of employees for such look-back year.
For this purpose, the determination year shall be the plan year.
The look-back year shall be the twelve-month period immediately
preceding the determination year.
A highly compensated former employee includes any employee who
separated from service (or was deemed to have separated) prior to
the determination year, performs no service for the Company
during the determination year, and was a highly compensated
active employee for either the separation year or any
determination year ending on or after the employee's 55th
birthday.
The determination of who is a highly compensated employee,
including the determinations of the number and identity of
employees in the top-paid group, and the compensation that is
considered, will be made in accordance with Section 414 (q) of
the Internal Revenue Code and the regulations thereunder. For
this purpose, for the Plan Year beginning in 1997, "compensation"
shall mean compensation within the meaning of Section 415(c)(3)
of the Internal Revenue Code determined without regard to Section
402(e)(3) and 402(h)(1)(B) of the Internal Revenue Code, and for
Plan Years beginning after January 1, 1998, shall mean
compensation as defined in Section 415(c)(3) of the Internal
revenue Code.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
3. Limitation on Contributions (contd.)
(b) Limits on Tax-Efficient Savings Contributions
The total amount of Tax-Efficient Savings Contributions allowable
under Tax-Efficient Savings elections for any employee for any
year beginning on or after January l, l988 shall not exceed the
lesser of 1) prior to January 1, 2000, $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of
the Treasury under Section 4l5(d) of the Internal Revenue Code
and after January 1, 2000, the maximum allowed by Sections 401(a)
(30) and 402(g) of the code as from time to time in effect or as
provided by any successor provisions; or 2) twenty (20) percent
for the period following the first pay period after January 1,
1997 through the first pay period after January 1, 1998 and
twenty-five (25) percent thereafter of the employee's wages for
that year plus 100 percent of the profit sharing distributions
payable to the employee during that year.
(c) Limitations on Tax-Efficient Savings Contributions Applicable to
Highly Compensated Employees
For each employee who is a highly compensated employee for the
year the total amount of Tax-Efficient Savings Contributions
available shall not exceed the percent of the employee's wages
and profit sharing distributions for the year determined as
follows. There first shall be determined, under the following
table, an average allowable tax-efficient savings percentage, for
the eligible employees who are not highly compensated employees
for the year as a group.
If the average of the The allowable average Tax-
actual Tax-Efficient Efficient Savings
Savings Contribution Contribution percentage for
percentages of eligible eligible employees who are
employees who are not highly compensated
highly compensated employees shall not exceed:
employees for the preceding
Plan Year (or if the Company
elects in accordance with
Section 401(k)(3)(A) of the
Internal Revenue Code, including
such changes in election as many
be permitted by the Secretary of
Treasury, the current Plan Year)
is:
________________________________ ___________________________
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
3. Limitation on Contributions (contd.)
<TABLE>
<CAPTION>
<S> <C>
(a) 2% or less (a) 2.0 times the average of the
actual tax-efficient savings percentages for eligible employees
who are not highly compensated employees.
(b) over 2% but not more (b) 2.0 percentage points added to
than 8% the average of the actual tax-efficient savings percentages for
eligible employees who are not highly compensated employees.
(c) more than 8% (c) l.25 times the average of the tax-efficient savings percentages
for eligible employees who are not highly compensated employees
or, in any case, such lesser amount as the Secretary of the
Treasury shall prescribe to prevent
the multiple use of parts (a) and (b)
of this limitation with respect to any
highly compensated employee.
</TABLE>
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
3. Limitation on Contributions (contd.)
(d) Limitations on After-Tax Savings Contributions Applicable to
Highly Compensated Employees.
The After-Tax Contribution percentage for any eligible employee
who is a highly compensated employee for the year shall be
limited to the extent required under the following tables:
<TABLE>
<CAPTION>
After-Tax Contribution Percentage Limitation
<S> <C>
If the Average of the actual After- The allowable Average After-Tax
Tax Contribution percentages of Contribution percentage for the current
eligible employees who are not Plan Year for eligible employees who
highly compensated employees for are highly compensated employees shall the
Preceding Plan Year (or if the not exceed:
Company elects in accordance with
Section 401(m)(2)(A) of the
Internal Revenue Code, including
such changes in election as may be
permitted by the Secretary of
Treasury, the current Plan Year)
is:
__________________________________ ______________________________________
(a) 2% or less (a) 2.0 times the average of the actual
After-Tax Contribution percentages for
eligible employees who are not highly
compensated employees.
(b) over 2% but not more than 8% (b) 2.0 percentage points added to the
average of the actual After-Tax
Contribution percentages for eligible
employees who are not highly
compensated employees.
(c) more than 8% (c) 1.25 multiplied by the Average
After-Tax Contribution percentage for
eligible employees who are not highly
compensated employees
or, in any case, such lesser amount as
the Secretary of the Treasury shall
prescribe to prevent the multiple use
of parts (a) and (b) of this limitation
with respect to any highly compensated
employee.
</TABLE>
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions
3. Limitation on Contributions (contd.)
(e) Committee Actions to Limit Contributions
The Committee shall, to the extent necessary to conform to the
foregoing limitations, reduce the amounts of allowable After-Tax
Savings Contributions and Tax Efficient Savings Contributions,
respectively, for the year with respect to any or all eligible
employees who are highly compensated employees. Any such
reductions by the Committee shall be made in such manner as the
Committee from time to time may prescribe. For purposes of this
section, the Plan shall satisfy the requirements of Sections
401(k)(3) and 401(m) of the Code and Treas. Reg. Sections
1.401(k)-1(b) and 1.401(m)-1.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
4. Return of Contributions in Excess of Limitations
Subject to such regulations as the Committee from time to time may
prescribe, a member whose Tax-Efficient Savings Contributions to this
Plan and similar contributions to all other plans in which the member
is a participant exceed the limit of $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of the
Treasury for any year may request and receive return of such excess
Tax-Efficient Savings Contributions to this Plan for such year and
earnings thereon by submitting a request for return of such excess in
this Plan to the Committee in such form as shall be acceptable to the
Committee. Such amounts shall be returned to such member no later than
April l5, l989, and each April l5 thereafter, to members who submit
such requests to the Committee no later than the immediately preceding
March l.
Tax-Efficient Savings Contributions and earnings thereon in excess of
the limitations in this Paragraph IV applicable to such contributions
by employees shall be returned to members on whose behalf such
contributions were made for the preceding plan year at such times and
upon such terms as the Committee shall prescribe. Income on excess
contributions shall be allocated in the same manner that income is
allocated to members' accounts during the plan year, and such method
will be used consistently for all affected members. Notwithstanding
the foregoing provisions of this paragraph, for years beginning after
December 31, 1996 excess Tax-Efficient Savings Contributions and
earnings thereon shall be returned on the basis of the amount of
contributions by or on behalf of members as provided in Sections
401(k)(8)(C) of the Code.
5. Rollover Contributions
A newly-hired employee of a Participating Company who elects
membership in the Plan in accordance with Paragraph III may make a
rollover contribution, as permitted under Section 402(a)(5) of the
Internal Revenue Code, to the Plan in cash in an amount not exceeding
the total amount of taxable proceeds distributed to such employee by a
similar qualified plan maintained by his or her immediately preceding
former employer. The rollover contribution must be made by the
employee within 60 days following the receipt by the employee of such
distribution from such former employer's plan. Rollover contributions
shall be invested in accordance with the provisions of Paragraph VII
as the employee shall elect.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
5. Contributions Following Service in a Uniformed Service
A member of the Plan who is reinstated following qualified military
service, as defined in the Uniformed Services Employment and
Reemployment Rights Act, may elect to have contributions made to the
Plan from such member's wages paid following such qualified military
service that shall be attributable to the period contributions were
not otherwise permitted due to military service. Such additional
contributions shall be based on the amount of wages and profit sharing
that the member would have received but for military service and shall
be subject to the provisions of the Plan in effect during the
applicable period of military service. Such contributions shall be
made during the period beginning upon reemployment following military
service and ending at the lesser of (i) five years or (ii) the
member's period of military service multiplied by three. Such
additional contributions shall not be taken into account in the year
in which they are made for purposes of any limitation or requirement
identified in Section 414(u)(1) of the Internal Revenue code provided,
however, that such contributions, when added to contributions
previously made, shall not exceed the applicable limits in effect
during the period of military service if the member had continued to
be employed by the Company during such period. Further, payments on
any loan or loans outstanding during the period of military service
shall be extended for a period of time equal to the period of
qualified military service.
6. Recovery of Contributions
The Company may recover, without interest, the amount of its
contributions made on account of a mistake in fact, provided that such
recovery is made within one year after the date of such contribution.
Any recovery by the Company of its contributions to the Plan shall not
exceed the value at the time of recovery of assets acquired with the
Company's contributions and earnings thereon.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IV. Contributions (contd.)
In the even the deduction of the contribution made by the Company is
disallowed under Section 404 of the Internal Revenue Code, such
contribution (to the extent disallowed) must be returned to the
Company within one year of the disallowance of the deduction.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
V. Member's Account in Trust Fund
As soon as practicable after each pay period but in any event not later
than 15 days after the month of payment of wages for such pay period, the
Company shall pay to the Trustee (a) the Tax-Efficient Savings and
After-Tax Savings Contributions for such period, and (b) the amounts of
payments by members with respect to loans and interest thereon pursuant to
Paragraph XI hereof. Upon receipt of such payments by the Trustee, the
aggregate amount of such payments (and earnings thereon, as from time to
time received by the Trustee) shall be credited to the respective accounts
of the members, and the Trustee shall hold, invest and dispose of the same
as provided in the Plan.
The corpus or income of the trust may not be diverted to or used for any
purpose other than the exclusive benefit of the members or their
beneficiaries.
VI. Vesting
The assets credited to a member's account shall be fully vested and no
portion of such account shall be subject to forfeiture for any reason
whatsoever.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
VII. Member's Election as to Investment of Funds
Tax-Efficient Savings and After-Tax Savings Contributions made on behalf of
a member shall be invested as the member shall elect in one or more of the
Ford Stock Fund, the Common Stock Fund, the Bond Fund, the Interest Income
Fund, the Fidelity Magellan Fund, the Fidelity Contrafund, the Fidelity
Overseas Fund, Fidelity Asset Manager: Income, Fidelity Asset Manager,
Fidelity Asset Manager: Growth and any of the Additional Mutual Funds
listed in Appendix A, provided that the amount contributed to any
investment election shall be at least five percent of the amount
contributed; contributions in excess of five percent shall be made in
increments of one percent.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
VII. Member's Election as to Investment of Funds (contd.)
A prospectus for the Fidelity Magellan Fund, the Fidelity Contrafund,
the Fidelity Overseas Fund, the Fidelity Asset Manager: Income, the
Fidelity Asset Manager, the Fidelity Asset Manager: Growth, all of
which are mutual funds, or for any of the Additional Mutual Funds
listed in Appendix A shall be delivered promptly to any employee upon
request of such employee.
The Committee may in its discretion make additions to or deletions
from the Additional Mutual Funds listed in Appendix A.
A member's investment election hereunder shall be confirmed on his or
her Confirmation Statement. Each investment election hereunder with
respect to wages shall remain in effect until changed by the member,
and may be changed effective for any pay period in respect of
Tax-Efficient Savings and After-Tax Savings Contributions made
thereafter by delivering a notice in such form and in such manner and
at such time as the Committee shall specify. Profit sharing
distributions that members elect to have contributed to the Plan shall
be invested in accordance with a member's election in effect with
respect to weekly wages at the time profit sharing distributions are
contributed to the Plan or, if the member does not have in effect such
an election with respect to weekly wages, in accordance with the
member's latest election or, in the absence of any such election, in
the Interest Income Fund.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
VIII. Transfer of Assets to Other Investment Elections
Any member may elect, at such times, in such manner, to such extent
and with respect to such assets as the Committee from time to time may
determine, to have the value of all or part of the assets invested in
any investment election under the Plan in such member's account
transferred by being invested in such account in such other of the
ways in which After-Tax Savings Contributions and Tax-Efficient
Savings Contributions may be invested pursuant to this Paragraph VIII
as the member shall elect; provided, however, that:
(a) a member may make one (1) or more such transfer elections each
business day;
(b) a member may make such transfer elections in either a dollar
amount or a percentage of the amount invested in such investment
election from which such transfer is elected, in increments of
one percent, provided that the amount transferred is at least the
greater of five percent of the value of the assets in the
investment election from which transfer is elected or $250.00,
or, if the amount invested in the investment election from which
transfer is elected is less than $250.00, the entire value of the
assets invested in the investment election from which transfer is
elected; and
(c) all such transfer elections shall be subject to such other
regulations as the Committee may prescribe, which may specify,
among other things, application procedures, minimum and maximum
amounts that may be transferred, procedures for determining the
value of assets, the subject of a transfer election and other
matters which may include conditions or restrictions applicable
to transfer elections.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
IX. Investment of Dividends, Interest, Etc.
Cash dividends, interest, and the cash proceeds of any other distribution
in respect of any investment funds available under this Plan, shall be
invested in the respective Funds giving rise to the same; except that,
commencing with respect to Company stock with the dividend payable in the
third quarter of 1996, all or a portion of cash dividends paid on Company
stock held in the Ford Stock Fund that have not been in the Plan
continuously since January 1, 1989 shall be distributed in accordance with
the provisions of Paragraph X to members who have elected to invest in the
Ford Stock Fund unless such members elect not to receive such dividends.
Cash dividends on Company stock in the Ford Stock Fund that are not
distributed to members shall be invested on behalf of the members entitled
thereto in the Ford Stock Fund through the purchase of additional Ford
Stock Fund Units.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets
Distribution of all assets in a member's account shall be governed by the
following provisions:
1. Termination of Employment
In the case of a member's termination of employment for any reason
(whether voluntary or by discharge, with or without cause), the cash
value of assets in his or her account shall be delivered to the member
as soon as practicable after the earliest of
(i) receipt of a request for distribution made by the member at or
after termination of employment in accordance with the provisions
of Paragraph XII,
(ii) in the case of a member who has terminated employment, attained
age sixty-five (65), and requested a distribution of the cash
value of the assets in his or her account, provided that the
request for distribution is received by the end of the Plan Year
in which the member attains age sixty-five (65), the distribution
shall be made no later than the 60th day after the close of the
Plan Year in which such member attains age sixty-five (65),
(iii)attainment of age seventy and one half (70 1/2) on or after
January 1, 1988 in which event distribution of the cash value of
assets in his or her account shall begin not later than April 1
of the calendar year following the calendar year in which the
member attains age seventy and one half (70-1/2) and shall be
made over a period of fifteen (15) years or, if the member so
elects, over the life of the member or the lives of the member
and the member's beneficiary under the Plan (including the
member's spouse) in accordance with Section 401(a)(9) of the
Internal Revenue Code and with regulations prescribed by the
Secretary of the Treasury thereunder and subject to such
regulations as the Committee may prescribe, or
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets (contd.)
(iv) for accounts established on or after October 1, 1995, at
termination of employment if the value of the account is less
than $3,500 (determined within 90 days after termination) and was
less than $3,500 on the effective date of any prior withdrawal or
distribution from such member's account.
2. Dividends on Company stock in the Ford Stock Fund
All or a portion of cash dividends paid on shares of Company stock in
the Ford Stock Fund that have not been in the Plan continuously since
January 1, 1989 shall be distributed proportionately to members who
have assets in the Ford Stock Fund on the dividend record date and do
not reject such distribution. The amount of such dividends that shall
be distributed to members who do not reject distribution shall equal
the lesser of (i) the total of such dividends, or (ii) the total
amount of dividends paid on all shares held in the Ford Stock Fund
multiplied by the ratio of the number of Ford Stock Fund units in the
accounts of members who do not reject such distribution to the number
of Ford Stock Fund units in the accounts of all members, such
determination to be made as of the dividend record date. The amount of
such dividends that shall be distributed to each member who has not
rejected such distribution shall be equal to the total amount of
dividends to be distributed multiplied by the ratio of the number of
Ford Stock Fund units in the account of such member to the total
number of Ford Stock Fund units in the accounts of all members who
have not rejected such distribution, all determined as of the end of
each business day that is a trading day of the New York Stock
Exchange.
The Committee shall from time to time determine the manner in which
members shall be provided an opportunity to reject distribution of
Company stock dividends or to change a prior election with respect to
distribution.
Distribution of such dividends shall be made as soon as practicable
after receipt of such dividends by the Trustee.
A member to whom such dividends would otherwise be distributed may
reject such distribution in such manner and at such time as the
Committee shall determine.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets (contd.)
3. Death of a Member
In the event of death of a member, distribution shall be made to such
member's beneficiaries hereunder as soon as practicable after notice
of such member's death is received by the Company.
Notwithstanding the provisions of the immediately preceding sentence,
effective January 1, 2000, or as soon as is administratively feasible
thereafter, (a) if a member's beneficiary is the member's surviving
spouse, if the member has elected a distribution schedule which had
commenced by the member's date of death, the member's account shall
continue to be paid to the surviving spouse pursuant to such schedule
or, at the spouse's election at any time, in a lump sum, and (b) if
distribution of the member's account has not commenced as of the
member's date of death, the surviving spouse shall, for purposes of
the distribution requirements and options under the Plan, be deemed a
member; except that the surviving spouse shall be deemed to attain age
seventy and one half (70-1/2) on the date the member would have
attained such age.
4. Miscellaneous
For purposes of any distribution of assets in a member's account
pursuant to this Paragraph X, the cash value of assets in his or her
account shall be reduced by the balance of any loan made to such
member as provided in Paragraph XI hereof and interest thereon that is
unpaid at the effective date of such distribution.
Subject to the provisions of Paragraph XVII hereof, and subject to
such regulations as the Committee from time to time may prescribe, a
member receiving a distribution pursuant to this Paragraph X may
direct the Trustee to make distribution of the cash value of assets in
such member's Ford Stock Fund account in the form of whole shares of
Company stock and cash for any fraction of a share, such distribution
to be at a price per share equal to the current market value of
Company stock on the effective date of the distribution. The member so
directing the Trustee shall pay all applicable transfer taxes incident
to the distribution of such shares by the Trustee, and the amount
thereof may be deducted from the payment made by the Trustee to the
member.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets (contd.)
3. Death of a Member (cont'd)
Assets held for the benefit of an alternate payee pursuant to a
qualified domestic relations order as defined by section 414(p) of the
Internal Revenue Code of 1986 and section 206(d) of ERISA shall be
distributed prior to the date on which assets would be distributed to
a member if such order so requires provided that such order requires
distribution of all assets held for the benefit of such alternate
payee.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets (contd.)
4. Miscellaneous (contd.)
In the event that distribution to a member or his or her beneficiary
or beneficiaries cannot be made because the identity or location of
such member or such beneficiary or beneficiaries cannot be determined
after reasonable efforts and if the assets in such member's account
for that reason remain undistributed for a period of one year, the
Committee may direct that the assets in such member's account shall be
forfeited and all liability for the payment thereof shall terminate
provided, however, that in the event that the identity or location of
the member or beneficiary is subsequently determined, the value of the
assets in such member's account at the date of forfeiture shall be
paid by the Company to such person in a single sum. The value of the
assets so forfeited shall be applied, as soon as practicable, to
reimburse the Company for its expense in administering the Plan. For
such purposes, the value of the assets in such member's account shall
be determined as of the date of the forfeiture.
5. Rollovers
A member who would otherwise receive a distribution may elect to have
the Trustee transfer directly to an Individual Retirement Account
("IRA") of the member or to another employer's plan in which the
member is a participant all or part of the assets included in the
distribution, including Company stock, except (i) a distribution
required to be made to a member who has attained age seventy and one
half (70 1/2) to satisfy the minimum distribution requirements of
section 401(a)(9) of the Internal Revenue Code, and (ii) the portion
of the distribution that constitutes a return of the member's
after-tax contributions that were transferred from the Tax Reduction
Act Stock Ownership Plan for Hourly Employees when that Plan was
terminated in 1989. Any transfer shall be subject to such regulations
as the Committee from time to time may prescribe. The member shall
designate the IRA or other employer's plan to which assets are to be
transferred and transfer shall be made subject to acceptance by the
transferee plan or IRA.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
X. Distribution of Assets (contd.)
6. Active Employees who attained age seventy and one half (70 1/2) prior
to January 1, 1997
Distributions to active employees who attained age seventy and one
half (70 1/2) prior to January 1, 1997 shall be continued in
accordance with the provisions of the Plan and the Internal Revenue
Code as in effect prior to January 1, 1997 unless such active
employees elect to have such distributions discontinued effective
beginning with distributions that would otherwise be required to be
made for the 1997 plan year.
7. If the Committee shall find that any person to whom any payment is
payable from the Plan is unable to care for this or her affairs
because of illness, accident, or disability, or is a minor, any
payment due may be paid to the spouse, child, a parent, or a brother
or sister, or to any person deemed by the Committee to have incurred
expense for such person otherwise entitled to payment (unless a prior
claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative). In addition, the Committee
may make distributions on behalf of minors to parties it deems
appropriate under any Uniform Transfer to Minors Act. Any such payment
shall be a complete discharge of the liabilities of the Plan therefor.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XI. Borrowings with Respect to Assets Attributable to Tax-Efficient Savings
Contributions
Subject to such regulations as the Committee from time to time may
prescribe, a member prior to termination of employment may apply for and
receive a loan from the Plan provided that the aggregate of all such loans
does not exceed the lesser of
(i) fifty percent (50%) of the cash value of assets at the time of
any such loan in his or her account but not more than $50,000; or
(ii) $50,000 reduced by the difference between such member's highest
loan balance under all plans of the Company and its subsidiaries
during the previous 12 months (ending on the day before the
effective date of such loan from the Plan) and such member's loan
balance on the effective date of such loan.
The member may designate the assets to be used to provide the amount of the
loan or, if the member so elects, such loan shall be made proportionately
from each investment in such member's account under the Plan. No loan of
less than $1,000 shall be made. All loans from all plans of the Company and
other members of a group of employers described in Sections 414(b), 414(c),
414(m) and 414(o) of the Internal Revenue Code are aggregated for purposes
of the above limitation in Subparagraph (ii).
All such loans shall (i) be available to all members on a reasonably
equivalent basis, (ii) be adequately secured and (iii) bear a reasonable
rate of interest and be subject to such other requirements, including
repayment terms, as the Committee from time to time may prescribe,
provided, however, that (a) the entire amount of any such loan and all
amounts of related interest must be repaid not later than 60 months or, in
the case of a loan made for the member to buy or construct the principal
residence of the member, 120 months (or, when permitted by law, such later
date as the Committee may determine) after the month in which the loan is
effective and (b) repayments shall be made by a member from his or her
wages by payroll deductions or in such other manner as the Committee may
prescribe. In no event shall the repayment be made less frequently than
once per calendar quarter. The Committee shall determine a rate of interest
such that the Plan is provided with a return commensurate with the interest
rates charged
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XI. Borrowings with Respect to Assets Attributable to Tax-Efficient Savings
Contributions (cont.)
by persons in the business of lending money for loans which would be made
under similar circumstances. Any loan to a member shall be secured by such
member's interest in the Plan. All such requirements shall be applicable on
a uniform and non-discriminatory basis to all members who may apply for
such loans.
Amounts paid by a member, including interest payments, with respect to any
such loan shall be credited to a loan subaccount in such member's account.
Loan repayments, including interest, on loans made before October 1, 1995
shall be invested in the Interest Income Fund until the member elects to
have such assets transferred. Loan repayments, including interest, on loans
made on or after October 1, 1995 shall be invested in the latest investment
elections made on or after October 1, 1995 by the member with respect to
weekly contributions or, in the absence of such election, in the Interest
Income Fund until the member elects to have such assets transferred.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XII. Withdrawal of Assets
Prior to termination of employment a member shall not be permitted to
withdraw all or any portion of the cash value of the assets in the member's
account; provided, however, that such withdrawal shall be permitted (i) at
any time after the member shall have attained age fifty-nine and one half
(59-1/2) or (ii) prior to attaining age fifty-nine and one half (59-1/2),
if withdrawal (i) is made on account of an immediate and heavy financial
need of the member and (ii) is necessary to satisfy such financial need.
At any time or from time to time prior to termination of employment, a
member may withdraw all or part of the cash value of assets in his or her
After-Tax Savings Account that are attributable to his or her After-Tax
Savings Contributions and earnings thereon.
At any time after the member shall have terminated employment or attained
age fifty-nine and one half (59 1/2), a member may elect to withdraw all or
part of the cash value of assets in such member's account as the member may
specify. In addition, a member may elect to make a systematic withdrawal of
the cash value of assets in such member's account in monthly, quarterly,
semi-annual or annual installments over such period of time as the member
shall specify. Each such installment shall be paid in an amount equal to
the cash value of assets in such member's account at the effective date of
each such installment multiplied by a fraction the numerator of which is
one and the denominator of which is the number of installments remaining
in the period specified by the member. The cash value of each such
installment in a systematic withdrawal shall be withdrawn proportionately
from each of the investments which the member has elected under the Plan at
the effective date of each such installment. The effective date of each
such installment shall be selected by the Committee and communicated to
members of the Plan. Such systematic withdrawals shall be subject to such
further requirements as the Committee shall specify. In the event that the
systematic withdrawals specified by the member do not meet the minimum
distribution requirements beginning at age seventy and one half (70 1/2)
under section 401(a)(9) of the Internal Revenue Code as specified in
Paragraph X, then such additional amounts shall be distributed in
accordance with the provisions of Paragraph X as necessary to satisfy such
minimum distribution requirements.
An immediate and heavy financial need shall be deemed to exist if the
requirements of Treasury Regulation section 1.401(k)-1(d)(2)(ii)(B) are
met or if an expense of $500 or more is approved by the Committee as
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XII. Withdrawal of Assets (contd.)
constituting an immediate and heavy financial need. A withdrawal will be
deemed necessary to satisfy such financial need if (i) the withdrawal is
not in excess of the immediate and heavy financial need; (ii) the member
has no other distribution or nontaxable loan privileges available from any
plan maintained by the Company or its subsidiaries; (iii) the member's
contributions to the Company's savings plans are suspended for twelve
months after the withdrawal; and (iv) the annual limit on Tax-Efficient
Savings Contributions in the taxable year of enrollment following the
hardship withdrawal is reduced by the amount of Tax-Efficient Savings
Contributions made in the withdrawal year. Any withdrawal on account of
financial hardship cannot exceed the dollar amount of Tax-Efficient Savings
Contributions made to the account of the member, exclusive of earnings
thereon after December 31, 1988. Any such withdrawal of assets shall be
made as of the date specified by the Committee in its determination of the
existence of a financial hardship. The assets so withdrawn shall be
delivered to the member as soon as practicable after the effective date of
the withdrawal.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XII. Withdrawal of Assets (contd.)
Subject to the provisions of Paragraph XVII hereof, and subject to
such regulations as the Committee from time to time may prescribe, a
member requesting any such withdrawal other than an installment under
a systematic withdrawal, may direct the Trustee to make distribution
of assets in such member's Ford Stock Fund account in the form of
whole shares of Company stock, and in cash for any fractional share,
such distribution to be at a price per share equal to the current
market value of Company stock on the effective date of the withdrawal
The member so directing the Trustee shall pay all applicable transfer
taxes incident to the distribution of such shares by the Trustee, and
the amount thereof may be deducted from the payment made by the
Trustee to the member.
A member who would otherwise request a withdrawal may elect to have
the Trustee transfer directly to an Individual Retirement Account
("IRA") of the member or to another employer's plan in which the
member is a participant all or part of the assets included in the
withdrawal, including Company stock, except (i) a withdrawal made
after attainment of age seventy and one half (70 1/2) to satisfy the
minimum distribution requirements under section 401(a)(9) of the
Internal Revenue Code and (ii) the portion of the withdrawal that
constitutes a return of the member's after-tax contributions that were
transferred from the Tax Reduction Act Stock Ownership Plan for Hourly
Employees when that Plan was terminated in 1989. Any transfer shall be
subject to such regulations as the Committee from time to time may
prescribe. The member shall designate the IRA or other employer's plan
to which assets are to be transferred and transfe shall be made
subject to acceptance by the transferee plan or IRA.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds
1. Ford Stock Fund
The Trustee shall establish and administer the Ford Stock Fund in
accordance with the following:
(a) Investments
For each member who elects pursuant to Paragraph VII to have
Tax-Efficient Savings Contributions and/or After-Tax Savings
Contributions invested in the Ford Stock Fund or for whom a
transfer is made to the Ford Stock Fund as provided in
Paragraph VIII hereof, the Trustee shall invest the sums so
to be invested or transferred in accordance with
instructions of a person, company, corporation or other
organization appointed by the Company. The Trustee may be
appointed for such purpose.
Investments shall be made primarily in shares of Company
stock; a small portion shall be invested in short-term
investments to provide liquidity for daily activity. 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.
Investments of all or a portion of Ford Stock Fund assets
may be made in any common, collective or commingled fund
when, in the opinion of the Trustee, such investments are
consistent with the objective of the Ford Stock Fund.
(b) Ford Stock Fund Units Members shall have no ownership in any
particular asset of the Ford Stock Fund. The Trustee shall
be the sole owner of all Ford Stock Fund assets.
Proportionate interests in the Ford Stock Fund shall be
expressed in Ford Stock Fund Units. All Ford Stock Fund
Units shall be of equal value and no Ford Stock Fund Unit
shall have priority or preference over any other. Ford Stock
Fund Units shall be credited by the Trustee to accounts of
members as of each valuation date.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
(c) Ford Stock Fund Unit Prices
The term "Ford Stock Fund Unit Price," as used herein, shall mean
the value in money of an individual Ford Stock Fund Unit
expressed to the nearest cent. The Ford Stock Fund Unit Price as
of October 1, 1995 was $10.00 as determined by the Committee. The
number of Ford Stock Fund Units as of October 1, 1995 was
determined by dividing the market value of shares of Company
stock and cash received by the Trustee for investment in the Ford
Stock Fund by such Ford Stock Fund Unit Price. Thereafter, the
Ford Stock Fund Unit Price shall be redetermined at the end of
each business day that is a trading day of the New York Stock
Exchange. The Ford Stock Fund Unit Price for each such business
day shall be determined by dividing the net asset value of the
Ford Stock Fund on such business day by the number of Ford Stock
Fund Units outstanding on such business day. Ford Stock Fund Unit
Prices shall be determined before giving effect to any
distribution or withdrawal and before crediting contributions to
members' accounts effective as of any such business day. Net
asset value of the Ford Stock Fund shall be computed as follows:
(i) Company stock shall be valued at the closing price on the
New York Stock Exchange on such business day, or, if no
sales were made on that date, at the closing price on the
next preceding day on which sales were made.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
(c) Ford Stock Fund Unit Prices (cont.)
(ii) All other assets of the Ford Stock Fund, including any
interest in a common, collective or commingled fund, shall
be valued at the fair market value as of the close of
business on the valuation date. Fair market value shall be
determined by the Trustee in the reasonable exercise of its
discretion, taking into account values supplied by a
generally accepted pricing or quotation service or
quotations furnished by one or more reputable sources, such
as securities dealers, brokers, or investment bankers,
values of comparable property, appraisals or other relevant
information and, in the case of a common, collective or
commingled fund, fair market value shall be the unit value
of such fund for a date the same as the valuation date, or
as close thereto as practicable.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
(c) Ford Stock Fund Unit Prices (cont.)
(iii)Ford Stock Fund Units credited to members' accounts with
respect to After-Tax Savings Contributions and Tax-Efficient
Savings Contributions made during any month shall be
credited at the Ford Stock Fund Unit Price determined as of
the close of business on the day that such contributions are
received by the Trustee. Ford Stock Fund Units withdrawn or
distributed shall be valued at the Ford Stock Fund Unit
Price at the close of business on the day coinciding with
the effective date of such withdrawal or distribution.
(iv) Investment transactions, income and any expenses chargeable
to the Ford Stock Fund will be accounted for on an accrual
basis.
(d) Distribution and Withdrawal From Ford Stock Fund
The cash value of assets in the Ford Stock Fund shall be
distributed to members or may be withdrawn by members only in
accordance with Paragraphs X and XII hereof. All distributions
and withdrawals shall be in cash, except that a member making a
withdrawal or receiving a distribution may direct the Trustee to
make such withdrawal or distribution in the form of whole shares
of Company stock, based on the closing price on the New York
Stock Exchange on the effective date of such withdrawal or
distribution.
(e) Registered Name
Securities held in the Ford Stock Fund may be registered in the
name of the Trustee or its nominee.
(f) Commissions Charged to the Plan
No commission shall be charged to the Plan or any trust under the
Plan in connection with any acquisition by the Plan of Company
Stock from the Company, whether by cash purchase, exchange,
conversion or otherwise.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
2. Common Stock Fund (cont.)
(b) Common Stock Fund Units
Members shall have no ownership in any particular asset of
the Common Stock Fund. The Trustee shall be the sole owner
of all Common Stock Fund assets. Proportionate interests in
the Common Stock Fund shall be expressed in Common Stock
Fund Units. All Common Stock Fund Units shall be of equal
value and no Common Stock Fund Unit shall have priority or
preference over any other. Common Stock Fund Units shall be
credited by the Trustee to accounts of members as of such
valuation date.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
2. Common Stock Fund (contd.)
(c) Common Stock Fund Unit Prices
The term "Common Stock Fund Unit Price," as used herein, shall
mean the value in money of an individual Common Stock Fund Unit
expressed to the nearest cent. The Common Stock Fund Unit Price
as of November 30, 1988 was determined by the Committee. The
number of Common Stock Fund Units as of November 30, 1988 was
determined by dividing the total amounts received by the Trustee
for investment in the Common Stock Fund by such Common Stock Fund
Unit Price. Thereafter, the Common Stock Unit Price shall be
redetermined at the end of each business day that is a trading
day on the New York Stock Exchange. The Common Stock Fund Unit
Price for each such business day shall be determined by dividing
the net asset value of the Common Stock Fund on such business day
by the number of Common Stock Fund Units outstanding on such
business day. Common Stock Fund Unit Prices shall be determined
before giving effect to any distribution or withdrawal and before
crediting contributions to members' accounts effective as of any
such business day. Net asset value of the Common Stock Fund shall
be computed as follows:
(i) Securities listed on a national stock exchange shall be
valued at the closing price on the valuation date, or, if no
sales were made on that date, at the closing price on the
next preceding day on which sales were made, in either case
as reported on the primary exchange.
(ii) Securities traded only in over-the-counter markets shall be
valued at the mean of the closing bid and asked prices as
listed in a publication or publications selected by the
Trustee for the valuation date, or the next preceding day
for which such prices are available, if not available for
the valuation date.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
2. Common Stock Fund (contd.)
(c) Common Stock Fund Unit Prices (contd.)
(iii)All other assets of the Common Stock Fund, including
any interest in a common, collective or commingled
fund, shall be valued at the fair market value as of
the close of business on the valuation date. Fair
market value shall be determined by the Trustee in the
reasonable exercise of its discretion, taking into
account values supplied by a generally accepted pricing
or quotation service or quotations furnished by one or
more reputable sources, such as securities dealers,
brokers, or investment bankers, values of comparable
property, appraisals or other relevant information and,
in the case of a common, collective or commingled fund,
fair market value shall be the unit value of such fund
for a date the same as the valuation date, or as close
thereto as practicable.
(iv) Common Stock Fund Units credited to members' accounts
with respect to Tax-Efficient Savings Contributions
made during any month shall be credited at the Common
Stock Fund Unit Price determined as of the close of
business on the day that such contributions are
received by the Trustee. Common Stock Fund Units
withdrawn or distributed shall be valued at the Common
Stock Fund Unit Price at the close of business on the
day coinciding with the effective date of such
withdrawal or distribution.
(v) Investment transactions, income and any expenses
chargeable to the Common Stock Fund will be accounted
for on an accrual basis.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
2. Common Stock Fund (contd.)
(d) Distribution and Withdrawal From Common Stock Fund
The cash value of assets in the Common Stock Fund shall
be distributed to members or may be withdrawn by
members only in accordance with Paragraphs X and XII
hereof. All distributions and withdrawals shall be only
in cash.
(e) Voting Stock
The Trustee shall be entitled, itself or by proxy, to
vote in its discretion all shares of voting stock in
the Common Stock Fund.
(f) Registered Name
Securities held in the Common Stock Fund may be
registered in the name of the Trustee or its nominee.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
3. Bond Fund
The Trustee shall establish and administer the Bond Fund in
accordance with the following:
(a) Investments
For each member who elects pursuant to Paragraph VII to have
Tax-Efficient Savings Contributions and/or After-Tax Savings
Contributions invested in the Bond Fund or for whom a
transfer is made to the Bond Fund as provided in Paragraph
VIII hereof, the Trustee shall invest the sums so to be
invested or transferred in accordance with instructions of a
person, company, corporation or other organization appointed
by the Company. The Trustee may be appointed for such
purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and
yield performance of the Lehman Brothers Aggregate Index
(the "Lehman Aggregate Index"). Assets shall be invested in
a portfolio of the Treasury notes and bonds, corporate notes
and bonds and mortgage-backed securities and other
securities that, in the aggregate, typify the securities
that are included in the Lehman Aggregate Index.
Investments of all or a portion of Bond Fund assets may be
made in any common, collective or commingled fund maintained
by the Trustee or the person, company, corporation or other
organization appointed by the Company to manage all or a
portion of the Bond Fund when, in the opinion of the Trustee
or the person, company, corporation or other organization
appointed by the Company to manage all or a portion of the
Bond Fund, such investments are consistent with the
objective of the Bond Fund. To the extent that assets are so
invested, they shall be subject to the terms and conditions
of the Declaration of Trust of such common, collective or
commingled fund, as amended from time to time. A portion of
the funds of the Bond Fund may be held in cash or invested
in short-term obligations when deemed advisable by the
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
3. Bond Fund (contd.)
a) Investments (contd.)
Trustee or the person, company, corporation or other
organization appointed by the Company to manage all or a
portion of the Bond Fund. Securities may be sold without
regard to the length of time they have been held. A
different market index of publicly traded fixed income
securities may be selected by the Company for investments of
Bond Fund assets in the event the Lehman Aggregate Index is
discontinued or for other reasons.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
3. Bond Fund (contd.)
(b) Bond Fund Units
Members shall have no ownership in any particular asset of
the Bond Fund. The Trustee shall be the sole owner of all
Bond Fund assets. Proportionate interests in the Bond Fund
shall be expressed in Bond Fund Units. All Bond Fund Units
shall be of equal value and no Bond Fund Unit shall have
priority or preference over any other. Bond Fund Units shall
be credited by the Trustee to accounts of members as of each
valuation date.
(c) Bond Fund Unit Prices
The term "Bond Fund Unit Price," as used herein, shall mean
the value in money of an individual Bond Fund Unit expressed
to the nearest cent. The Bond Fund Unit Price as of January
31, 1994 was determined by the Committee. The number of Bond
Fund Units as of January 31, 1994 was determined by dividing
the total amounts received by the Trustee pursuant to
Paragraphs VII and VIII hereof for investment in the Bond
Fund for the month of January, 1994 by such Bond Fund Unit
Price. Thereafter, the Bond Fund Unit Price shall be
redetermined each business day that is a trading day on the
New York Stock Exchange. The Bond Fund Unit Price for each
such business day shall be determined by dividing the net
asset value of the Bond Fund on such business day by the
number of Bond Fund Units outstanding on such business day.
Bond Fund Unit Prices shall be determined before giving
effect to any distribution or withdrawal and before
crediting contributions to members' accounts effective as of
any such business day. Net asset value of the Bond Fund
shall be computed as follows:
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
3. Bond Fund (contd.)
(i) All assets of the Bond Fund, including any interest in
a common, collective or commingled fund, shall be
valued at the fair market value as of the close of
business on the valuation date. Fair market value shall
be determined by the Trustee in the reasonable exercise
of its discretion, taking into account values supplied
by a generally accepted pricing or quotation service or
quotations furnished by one or more reputable sources,
such as securities dealers, brokers, or investment
bankers, values of comparable property, appraisals or
other relevant information and, in the case of a
common, collective or commingled fund, fair market
value shall be the unit value of such fund for a date
the same as the valuation date, or as close thereto as
practicable.
(ii) Bond Fund Units credited to members' accounts with
respect to Tax-Efficient Savings Contributions made
during any month shall be credited at the Bond Fund
Unit Price determined as of the close of business on
the day that such contributions are received by the
Trustee. Bond Fund Units withdrawn or distributed shall
be valued at the Bond Fund Unit Price at the close of
business on the day coinciding with the effective date
of such withdrawal or distribution.
(iii)Investment transactions, income and any expenses
chargeable to the Bond Fund will be accounted for on an
accrual basis.
(d) Distribution and Withdrawal From Bond Fund
The cash value of assets in the Bond Fund shall be
distributed to members or may be withdrawn by members only
in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be only in cash.
(e) Registered Name
Securities held in the Bond Fund may be registered in the
name of the Trustee or its nominee.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
4. Interest Income Fund
The Trustee shall establish and manage the Interest Income Fund
in accordance with the following:
(a) Investments
For each member who elects pursuant to Paragraph VII to have
Tax-Efficient Savings Contributions and/or After-Tax Savings
Contributions invested in the Interest Income Fund or for
whom a transfer is made as provided in Paragraph VIII, the
Trustee shall invest the sums so to be invested or
transferred in accordance with instructions of one or more
persons, companies, corporations or other organizations
appointed by the Company. The Trustee may be appointed for
such purpose.
Investments shall be made with the objective of providing a
broadly diversified, stable value investment in which the
value of the member's investment does not fluctuate except
for the addition of interest credited to the member's
account. The interest rate payable on assets in the Interest
Income fund will be declared annually in advance and may be
changed each calendar year.
The Trustee shall invest the After-Tax Savings and
Tax-Efficient Savings Contributions, and earnings thereon,
received for the accounts of members who elect to invest in
the Interest Income Fund according to the advice of the
Interest Income Fund Advisor. Assets in such Fund shall be
invested in a well diversified portfolio of fixed income
securities, including investment contracts with insurance
companies and other organizations, individual fixed income
securities, and units in fixed income collective funds.
Securities may be sold without regard to the length of time
they have been held. Investments shall be subject to such
additional restrictions as from time to time shall be
provided in the agreement designating or appointing the
Interest Income Fund Advisor. To the extent that the actual
return on assets in the Fund is more or less than the
declared rate of interest for the current year, the rate of
interest declared and paid for succeeding years will be
adjusted upward or downward.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
4. Interest Income Fund (contd.)
(a) Investments (contd.)
Investments of all or a portion of Interest Income Fund
assets may be made in any common, collective or commingled
fund maintained by the Trustee or any person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Interest Income Fund when,
in the opinion of the Trustee or the person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Interest Income Fund, such
investments are consistent with the objective of the
Interest Income Fund. To the extent that assets are so
invested, they shall be subject to the terms and conditions
of the Declaration of Trust of such common, collective or
commingled fund, as amended from time to time. A portion of
the funds of the Interest Income Fund may be held in cash or
invested in short-term obligations when deemed advisable by
the Trustee or the person, company, corporation or other
organization appointed by the Company to manage all or a
portion of the Interest Income Fund.
(b) The Trustee periodically shall credit to the appropriate
Interest Income Fund accounts of members interest at the
rate declared prior to the commencement of each calendar
year.
(c) In the event that the total value of the Interest Income
Fund is reduced for any reason (other than by reason of
distributions to or withdrawals or transfers by members
pursuant to the Plan), the Trustee shall reduce the total
amount credited to the Interest Income Fund account of each
member by a proportionate amount.
(d) Cash credited to members' accounts in the Interest Income
Fund shall be distributed to members or may be withdrawn by
members only in accordance with Paragraphs X and XII hereof.
All distributions and withdrawals shall be only in cash.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
4. Interest Income Fund (contd.)
(e) Interest Income Fund Value
The term "Value" as used herein shall mean the value in
money of the net assets in the Interest Income Fund. The
Interest Income Fund Value shall be determined each business
day that is a trading day on the New York Stock Exchange.
Interest Income Fund Values shall be determined before
giving effect to any distribution or withdrawal and before
crediting contributions or transfers to members' accounts
effective as of any such business day. The Value of the
Interest Income Fund shall be computed as follows:
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
4. Interest Income Fund (contd.)
(e) Interest Income Fund Value (contd.)
(i) All assets of the Interest Income Fund shall be valued
at the fair market value as of the close of business on
the valuation date. Fair market value shall be
determined by the Trustee in the reasonable exercise of
its discretion, taking into account values supplied by
a generally accepted pricing or quotation service or
quotations furnished by one or more reputable sources,
such as securities dealers, brokers, or investment
bankers, values of comparable property, appraisals or
other relevant information.
(ii) Investment transactions, income and any expenses
chargeable to the Interest Income Fund will be
accounted for on an accrual basis.
(f) Registered Name
Securities held in the Interest Income Fund may be
registered in the name of the Trustee or its nominee.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
and Mutual Funds (contd.)
5. Mutual Funds
Each of the Mutual Funds offered as an investment election under
the Plan shall be described in a prospectus for each such Mutual
Fund and each such prospectus shall be provided to each member
of the Plan who requests such prospectus.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIV. Member's Quarterly Statement
As soon as practicable after the end of each calendar quarter of each
year, there shall be furnished to each member a statement as of the
end of each such quarter of such year of the cash value of each of the
investments in his or her account, the contributions made on behalf of
such member during the preceding calendar quarter, the investment
elections with respect to such contributions, and such additional
information as the Committee shall determine. Such statements shall be
deemed to have been accepted by the member and his or her
beneficiaries designated hereunder as correct unless written notice to
the contrary shall be received as the Company shall specify on such
statement within 30 days after the mailing of such statement to the
member.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XV. Notices, etc.
All notices, statements and other communications from the Trustee or a
Participating Company to an employee, member or designated beneficiary
required or permitted hereunder shall be deemed to have been duly given,
furnished, delivered or transmitted, as the case may be, when delivered to
(or when mailed by first-class mail, postage prepaid and addressed to) the
employee, member or beneficiary at his or her address last appearing on the
books of such Participating Company or, in the case of an employee,
delivered to the employee at his or her normal work station.
All notices, instructions and other communications from an employee or
member to the Company or Trustee required or permitted hereunder
(including, without limitation, authorizations, Tax-Efficient Savings
agreements and terminations thereof, investment and other elections,
requests for withdrawal or loans and designations of beneficiaries and
revocations and changes thereof) shall be made in such form and such manner
from time to time prescribed therefor by the Committee.
From time to time as necessary to facilitate the administration of the Plan
and the trust created thereunder, the Company, the Trustee and the
Committee shall deliver to each other copies or consolidations of such
notices, instructions or other communications in respect of the Plan or
such trust as it may receive from employees, members or beneficiaries.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XVI. Trustee
The Company shall appoint one or more individuals or corporations to act as
Trustee under the Plan, and at any time may remove the Trustee and appoint
a successor Trustee. The Company may, without reference to or action by any
employee, member or beneficiary or any other Participating Company, enter
into such Trust Agreement with the Trustee and from time to time enter into
such further agreements with the Trustee or other parties, make such
amendments to such Trust Agreement or further agreements and take such
other steps and execute such other instruments as the Company in its sole
discretion may deem necessary or desirable to carry the Plan into effect or
to facilitate its administration.
The Trustee and the Company may by mutual agreement in writing arrange for
the delegation by the Trustee to the Committee of any of the functions of
the Trustee, except the custody of assets, the voting of Company stock held
by the Trustee and the purchase and sale or redemption of securities.
The Trustee shall agree that all information concerning a member's
investment in the Plan, exchanges in or out of the investement elections,
or the voting of shares of stock represented by a member's proportionate
interest in the Ford Stock Fund or any other investment under the Plan
shall not be disclosed to any party except to the extent necessary to
administer the Plan or as required by law. The Committee shall be
responsible for ensuring that the provisions of this subparagraph are
complied with and shall have the authority to determine, in good faith,
when and to what extent disclosure shall be necessary in administering the
Plan.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XVII. Purchases of Securities by the Trustee
Tax-Efficient Savings and After-Tax Savings Contributions and earnings
thereon in the accounts of members shall be invested by the Trustee as
soon as practicable after receipt thereof by the Trustee.
The shares of Company stock from time to time required for purposes of
the Plan shall be purchased by the Trustee from the Company, or from
such other person or corporation, on such stock exchange or in such
other manner, as the Company by action of its Board of Directors or
any committee or person designated by the Board of Directors, from
time to time in its sole discretion may designate or prescribe;
provided, however, that except as required by any such designation by
the Board of Directors, such shares shall be purchased by the Trustee
from such source and in such manner as the Trustee from time to time
in its sole discretion may determine. Any shares so purchased from the
Company may be either treasury stock or newly-issued stock, and shall
be purchased at a price per share equal to the closing price on the
New York Stock Exchange on the date of purchase.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XVII. Purchases of Securities by the Trustee (contd.)
Anything herein to the contrary notwithstanding, the Trustee shall not
invest any of the funds in the Ford Stock Fund in any shares of
Company stock, unless at the time of purchase thereof by the Trustee
such shares shall be listed on the New York Stock Exchange.
The shares of Company stock held by the Trustee under the Plan shall
be registered in the name of the Trustee or its nominee, but shall not
be voted by the Trustee or such nominee except as provided in
Paragraph XVIII hereof.
In the event that any option, right or warrant shall be received by
the Trustee on Company stock, the Trustee shall sell the same, at
public or private sale and at such price and upon such other terms as
it may determine, unless the Committee shall determine that such
option, right or warrant should be exercised, in which case the
Trustee shall exercise the same upon such terms and conditions as the
Committee may prescribe.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XVIII. Voting of Company Stock
The Trustee, itself or by its nominee, shall be entitled to vote, and
shall vote, shares of Company stock represented by the proportionate
interests in the accounts of members in the Ford Stock Fund or
otherwise held by the Trustee under the Plan as follows:
1. The Company shall adopt reasonable measures to notify the member
of the date and purposes of each meeting of stockholders of the
Company at which holders of shares of Company stock shall be
entitled to vote, and to request instructions from the member to
the Trustee as to the voting at such meeting of full shares of
Company stock and fractions thereof represented by the
proportionate interest in the Ford Stock Fund account of the
member.
2. In each case, the Trustee, itself or by proxy, shall vote full
shares of Company stock and fractions thereof represented by the
proportionate interest in the Ford Stock Fund account of the
member in accordance with the instructions of the member.
3. If prior to the time of such meeting of stockholders the Trustee
shall not have received instructions from the member in respect
of any shares of Company stock represented by the proportionate
interest in the Ford Stock Fund account of the member, the
Trustee shall vote thereat such shares proportionately in the
same manner as the Trustee votes thereat the aggregate of all
shares of Company stock with respect to which the Trustee has
received instructions from members.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XIX. Cash Adjustments on Account of Fractional Interests in Securities
Any fractional interest in a share of Company stock shall not be
subject to distribution or withdrawal. Settlement for any fractional
interest in such security, upon distribution or withdrawal thereof,
shall be made in cash based on the current market value or any
applicable current redemption value of such security, as of the date
of distribution or withdrawal, as the case may be.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XX. Operation and Administration
Pursuant to ERISA, the Company shall be the sole named fiduciary with
respect to the Plan and shall have authority to control and manage the
operation and administration of the Plan.
The Vice President-Human Resources, the Vice President and Treasurer and
the Vice President-General Counsel and Secretary shall have the
authority, on behalf of the Company, to appoint and remove trustees under
the Plan, to approve policies relating to the allocation of contributions
and the distribution of assets among trustees, and to approve Plan
amendments other than Plan amendments relating to the offering of Company
stock as an investment election which amendments shall be made by the Board
of Directors.
The Vice President and Treasurer shall be authorized on behalf of the
Company to contract with the trustees under the Plan and to determine the
form and terms of the trust agreements, to allocate contributions and
distribute assets among trustees, and to appoint an auditor under the Plan,
and shall have authority to designate other persons to carry out specific
responsibilities in connection therewith; provided, however, that such
actions shall be consistent with ERISA, the policy of the Board of
Directors and officers designated in the preceding subparagraph and the
Plan.
Except as otherwise provided in this Paragraph XX or elsewhere in the
Plan, the Vice President-Human Resources and the Vice President and
Treasurer are designated to carry out the Company's responsibilities with
respect to the Plan, including, without limitation, appointment and removal
of members of the Committee and determination of prior service for
eligibility purposes under the Plan in the event of acquisition by a
Participating Company (by purchase, merger, or otherwise) of all or part of
the assets of another corporation. The Vice President-Human Resources and
the Vice President and Treasurer may allocate responsibilities between
themselves and may designate other persons to carry out specific
responsibilities on behalf of the Company.
Any Company director, officer or employee who shall have been expressly
designated pursuant to the Plan to carry out specific Company
responsibilities shall be acting on behalf of the Company. Any person or
group of persons may serve in more than one capacity with respect to the
Plan and may employ one or more persons to render advice with regard to any
responsibilities such person has under the Plan.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XX. Operation and Administration (contd.)
The Company shall create a Committee consisting of at least three
members. The Company shall from time to time designate the members of the
Committee and an alternate for each of such members, who shall have full
power to act in the absence or inability to act of such member. The
Committee shall appoint its own Chairman and Secretary, and shall act by a
majority of its members, with or without a meeting. The Secretary or an
Assistant Secretary of the Company shall from time to time notify the
Trustee of the appointment of members of the Committee and alternates and
of the appointment of the Chairman and Secretary of the Committee, upon
which notices the Trustee shall be entitled to rely.
The Committee shall have full power and authority to administer the Plan
and to interpret its provisions. Any interpretation of the provisions of
the Plan by the Committee shall be final and conclusive, and shall bind and
may be relied upon by the several Participating Companies, each of their
employees, the Trustee and all other parties in interest.
No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his or her own lack of good faith; provided, however, that nothing herein
shall be deemed to relieve any such person from responsibility or liability
for any obligation or duty under ERISA. Each director, officer, or employee
of the Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employee of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit or proceeding to which he or
she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any and
all amounts paid by him or her in settlement thereof (with the Company's
written approval) or paid by him or her in satisfaction of a judgment in
any such action, suit or proceeding, except a judgment in favor of the
Company based upon a finding of his or her lack of good faith; subject,
however, to the condition that, upon the assertion or institution of any
such claim, action, suit or proceeding against him or her, he or she shall
in writing give the Company an opportunity, at its own expense, to handle
and defend the same before he or she undertakes to handle and
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XX. Operation and Administration (contd.)
defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or her or hold him or her harmless.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XX. Operation and Administration. (contd.)
Brokerage commissions, fees and transfer taxes incurred in connection
with the purchase or sale of Company stock shall be paid by the Company.
Brokerage commissions and transfer taxes on the purchase and sale of Common
Stock Fund securities shall be paid from Common Stock Fund assets by the
Trustee, and the expenses of any collective, common, or commingled fund in
which Common Stock Fund assets may be invested pursuant to Subparagraph 2
of Paragraph XIII hereof shall be paid from the assets in such collective,
common or commingled fund. Brokerage commissions and transfer taxes on the
purchase and sale of Bond Fund securities and the expenses of the Bond Fund
including, without limitation, investment management fees shall be paid
from Bond Fund assets, and the expenses of any collective, common, or
commingled fund in which Bond Fund assets may be invested pursuant to
Subparagraph 3 of Paragraph XIII hereof shall be paid from the assets in
such collective, common or commingled fund. Earnings credited to the
account of the Trustee under the Bond Fund shall be net of such charges by
the Bond Fund Manager as may be provided in such contract. Brokerage
commissions and transfer taxes on the purchase and sale of Interest Income
Fund securities shall be paid from Interest Income Fund assets by the
Trustee and the expenses of any collective, common, or commingled fund in
which Interest Income Fund assets may be invested pursuant to Subparagraph
4 of Paragraph XIII hereof shall be paid from the assets in such
collective, common or commingled fund. All management fees, redemption fees
and all other expenses of any mutual funds offered as an investment
election under the Plan shall be paid from assets in such mutual funds or
charged to the accounts of members who elect to invest in such mutual
funds. All other expenses of administration of the Plan, including expenses
charged or incurred by the Trustee or the Company, shall be borne by the
Company. Taxes, if any, on any Ford Stock Fund Units, Common Stock Fund
Units or Bond Fund Units held by the Trustee or income therefrom which are
payable by the Trustee shall be charged against the members' accounts as
the Trustee and the Committee shall determine.
The records of the Trustee, the Committee and the several Participating
Companies shall be conclusive in respect of all matters involved in the
administration of the Plan.
The Plan shall be governed by and construed in accordance with the laws of
the State of Michigan.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXI. Termination, Suspension and Modification
The Company, by action of its Board of Directors, or officers
designated under Paragraph XX hereof, may terminate or modify the Plan
or suspend the operation of any provision of the Plan, as follows:
1. The Company may terminate the Plan at any time or may at any time
or from time to time modify the Plan, in its entirety or in
respect of the employees of one or more of the Participating
Companies. The Company may at any time or from time to time
terminate or modify the Plan or suspend for any period the
operation of any provision thereof, in respect of any employees
located in one or more states or countries, if in the judgment of
the Committee compliance with the laws of such state or country
would involve disproportionate expense and inconvenience to a
Participating Company. Any such modification that affects the
rights or duties of the Trustee may be made only with the consent
of the Trustee. Any such termination, modification or suspension
of the Plan may affect members in the Plan at the time thereof,
as well as future members, but may not affect the rights of a
member as to the continuance of investment, distribution or
withdrawal of the cash value of assets in the account of the
member as of the effective date of such termination, modification
or suspension and earnings thereon; provided, however, that the
Company may, in the event of a termination of the Plan, direct
the Trustee to distribute the assets in the accounts of members
in the Plan to such members. Any termination or modification of
the Plan or suspension of any provision thereof shall be
effective as of such date as the Company may determine, but not
earlier than the date on which the Company shall give notice of
such termination, modification or suspension to the Trustee and
to the Participating Companies any of the employees of which are
affected thereby.
2. The provisions of the foregoing Subparagraph 1 notwithstanding,
the Company, by action of its Vice President-Human Resources,
Vice President and Treasurer and Vice President-General Counsel
and Secretary, at any time or from time to time may modify any of
the provisions of the Plan in any respect retroactively, if and
to the extent necessary or appropriate in the judgment of such
officers of the Company to qualify or maintain the Plan and the
trust fund established thereunder as a plan and trust meeting the
requirements of Section 401(a) and 501(a) of the Internal Revenue
Code of 1986, as now in effect or hereafter amended, or any other
applicable provisions of Federal tax laws or other legislation,
as now in effect or hereafter amended or adopted, and the
regulations thereunder at the time in effect.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXI. Termination, Suspension and Modification (contd.)
3. Anything herein to the contrary notwithstanding, no such
termination or modification of the Plan or suspension of any
provision thereof may diminish the cash value of assets in the
account of a member as of the effective date of such termination,
modification or suspension.
4. In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each employee member,
former employee, former member, beneficiary or estate eligible
under the Plan shall, if the Plan is then terminated, receive a
benefit immediately after the merger, consolidation or transfer,
which is equal to the benefit he or she would have been entitled
to receive immediately before the merger, consolidation or
transfer if the Plan had then terminated.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXII. Conditions on Participation of Subsidiaries of the Company
The consent of the Company to the participation in the Plan of any
Subsidiary of the Company may be conditioned upon such provisions as
the Company may prescribe, including, without limitation, conditions
as to (a) the instruments to be executed and delivered by such
Participating Company to the Trustee, (b) the extent to which the
Company shall act as representative of such Participating Company
under the Plan, and (c) the rights of such Participating Company to
withdraw from participation in the Plan and the effect of such
withdrawal upon the memberships and accounts in the Plan of employees
of such Participating Company.
XXIII. Member's Rights Not Transferable
No right or interest of any member under the Plan or in his or her
account shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise, including,
without limitation, by execution, levy, garnishment, attachment,
pledge or in any other manner, except in accord with provisions of a
qualified domestic relations order as defined by section 414(p) of the
Internal Revenue Code of 1986 and section 206(d) of ERISA and further
excluding devolution by death or mental incompetency; no attempted
assignment or transfer thereof shall be effective; and no right or
interest of any member under the Plan or in his or her account shall
be liable for, or subject to, any obligation or liability of such
member.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXIV. Designation of Beneficiaries
(1) A member may file with the Company a written designation of a
beneficiary or beneficiaries with respect to all or part of the
assets in the member's account. In the case of a married member
who dies, the cash value of assets in such member's account shall
be delivered to such member's surviving spouse unless the written
designation of beneficiary designating a person or persons other
than the spouse with respect to all or part of the assets in the
member's account includes the written consent of the spouse,
witnessed by a notary public. A member, if married, with such
written consent of the spouse, may from time to time revoke or
change any such designation of beneficiary.
(2) In the case of an unmarried member who does not file a written
designation of beneficiary, such member shall be deemed to have
designated as beneficiary or beneficiaries under the Plan the
person or persons who are entitled in the event of the member's
death to receive the proceeds under the Company's Group Life and
Disability Insurance Program if the member is covered under such
Program at the date of his or her death.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXIV. Designation of Beneficiaries (contd.)
(3) In the event of the death of a member, the cash value of assets
in his or her account under the Plan shall be delivered to, as
applicable, such spouse or beneficiaries who shall survive the
member, in accordance with the applicable designation (to the
extent effective and enforceable at the time of the member's
death) and the provisions of the Plan, subject to such
regulations as the Committee from time to time may prescribe in
respect of distributions to minors; provided, however, that if
the Trustee or the Committee shall be in doubt as to the right of
any such person to receive any of the cash value of such assets,
the Trustee may deliver the same to the estate of the member, in
which case the Trustee, the several Participating Companies and
the Committee and the several members thereof and alternates for
members shall not be under any further liability to anyone.
Except as hereinabove provided, in the event of the death of a
member, cash value of assets in his or her account under the Plan
shall be delivered to his or her estate.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXV. Limitation on Contributions under Section 415 of the Internal Revenue
Code
Notwithstanding any other provision of the Plan, the sum of any
Tax-Efficient Savings and After-Tax Savings Contributions for any
limitation year shall not exceed the applicable limits set by section
415 of the Internal Revenue Code and the regulations thereunder.
Additionally, prior to January 1, 2000, the combined limitation of
section 415(e) of the Internal Revenue Code will be administered so
that a member's defined benefit plan fraction and defined contribution
plan fraction will not exceed 1.0 in any limitation year and will be
accomplished by reducing the rate of benefit accruals under the
defined benefit plan so that the sum of the fractions equals 1.0.
Thereafter, such combined limitation shall not apply. For purposes of
this Paragraph XXV, "limitation year" shall mean the 12-month period
beginning April 1.
XXVI. Transfer of Assets to or from the Plan
Notwithstanding any other provisions of the Plan, and subject to such
regulations and procedures as the Committee may prescribe, assets may
be transferred to the Plan from the Tax Reduction Act Stock Ownership
Plan for Hourly Employees in the United States or the Tax Reduction
Act Stock Ownership Plan for Salaried Employees or any other similar
plan maintained by the Company or its subsidiaries. If any cash or
securities shall be delivered to the Trustee by the trustee under any
of such plans, effective on or after April 30, 1989, the Trustee shall
receive and hold such assets in the Plan trust and shall credit them
to accounts in the Plan for employees on whose behalf such assets have
been transferred. Assets received in cash shall be invested in the
Current Interest Fund, or its successor. Thereafter all such assets
shall be subject to all provisions of the Plan applicable to any other
assets credited to the accounts of members.
A member may elect to have the Plan accept a transfer from a savings
plan of a subsidiary where the member was previously employed of any
fully vested amounts, either in the form of cash or Company stock,
provided that such acceptance would not require the Plan to provide
benefits in an amount or form not otherwise provided under the Plan in
order to preserve an accrued benefit under the transferor plan.
Amounts transferred would be invested in accordance with the member's
election among investment elections available under the Plan made at
the time of election to have assets transferred. Thereafter, all such
assets shall be subject to all provisions of the Plan applicable to
any other assets credited to the accounts of members.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXVI. Transfer of Assets to or from the Plan (contd.)
A member who is no longer eligible to contribute to the Plan may elect
to have transferred from the Plan all, but not less than all, assets
in such member's account under the Plan, either in the form of cash or
Company stock, to a savings plan of a subsidiary where the member is
currently employed, subject to acceptance by the transferee plan.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXVII. Employee Stock Ownership Plan
1. There was established in the Plan an Employee Stock Ownership
Plan ("ESOP") effective January 1, 1989. The ESOP consists of all
the shares of Company stock in the Plan at any time and from time
to time including all the shares in the Ford Stock Fund, shares
formerly allocated to members' accounts and shares held in the
suspense account as hereinafter described and all assets
attributable to contributions made after December 31, 1988.
2. The trustee of the ESOP shall be the Trustee of the Plan or such
other qualified organization as the Company shall select (the
"Trustee of the ESOP"). The Trustee of the Plan and the Trustee
of the ESOP shall hold, invest, transfer and distribute the
shares of Company stock and all other assets in the ESOP in
accordance with the provision of this Paragraph XXVII and the
Plan. In the event the Company selects an organization other than
the Trustee of the Plan to be Trustee of the ESOP, their duties
under the ESOP shall be allocated between them as hereinafter
provided or in accordance with the provisions of the trust
agreements appointing such Trustee of the Plan and Trustee of the
ESOP.
3. (i) The Trustee of the ESOP shall borrow on behalf of the ESOP
an amount not exceeding the amount of dividends estimated by
the Trustee of the ESOP, after consultation with the Trustee
of the Plan and the Treasurer of the Company, to be paid on
Company stock held continuously since January 1, 1989 in the
ESOP for such period as the Trustee of the ESOP shall
select, subject to a guarantee by the Company of payment of
any such loan.
(ii) The Trustee of the ESOP is authorized to borrow such amount
from such persons, including the Company, as the Trustee of
the ESOP shall determine. The loan shall provide for
repayment, within such period as the Trustee of the ESOP
shall have selected, and shall be payable on such other
terms as the Trustee of the ESOP in its sole discretion
shall determine. The interest rate of a loan must not be in
excess of a reasonable rate of interest.
(iii)The proceeds of any such loan shall be used by the Trustee
of the ESOP to purchase as soon as practicable shares of
Company stock in accordance with the provisions of Paragraph
XVII hereof. The Trustee of the ESOP is authorized to pledge
such stock as security for payment of such loan. The loan
shall be without recourse against the ESOP.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXVII. Employee Stock Ownership Plan (contd.)
4. The Trustee of the ESOP shall hold the shares of Company stock so
purchased in the Plan in a suspense account unallocated until
such time as all or part of the related loan and interest thereon
is paid as hereinafter provided. The Trustee of the ESOP shall
vote shares of Company stock in the suspense account in its
discretion, notwithstanding the provisions of Paragraph XVIII
hereof.
5. The Trustee of the Plan and the Trustee of the ESOP shall apply
dividends paid on Company stock held in the ESOP with respect to
which a loan was taken, including shares held in the Ford Stock
Fund, to payment of such loan made in accordance with
Subparagraph 3 hereof and interest thereon.
In the event that such dividends paid on Company stock are not
sufficient to enable the Trustee of the ESOP to make any payment
on such loan the Trustee of the ESOP shall sell shares of Company
stock held in the suspense account in an amount necessary to
permit such payment provided, however, that the Company may elect
to make an additional contribution to the Plan by making payment
to the Trustee of the ESOP in an amount sufficient to enable the
Trustee of the ESOP to make all or part of such payment without
selling shares of Company stock held in the suspense account.
In the event that such dividends paid on Company stock and the
amount realized from the sale of Company stock held in the
suspense account are not sufficient to enable the Trustee of the
ESOP to make any payment on such loan, the Company shall make an
additional contribution to the Plan by making payment to the
Trustee of the ESOP in an amount sufficient to enable the Trustee
of the ESOP to make such payment or shall pay such amount to the
lender.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXVII. Employee Stock Ownership Plan (contd.)
6. The shares held in the suspense account shall be released from the
suspense account to the Trustee of the Plan in an amount that bears
the same ratio to the total number of shares in the suspense account
as the amount of principal and interest paid on the loan bears to the
total amount of principal and interest outstanding. The Trustee of the
Plan shall allocate such shares so released to the Ford Stock Fund and
the accounts of members who have elected to invest in the Ford Stock
Fund shall be adjusted as if the dividends paid on Company stock with
respect to shares held in the Ford Stock Fund had been used to acquire
shares of Company stock in the open market on the last day of the
month preceding the date such shares are released from the suspense
account.
To the extent that the number of shares released from the suspense
account at any time is less than the number that would be required for
allocation to the Ford Stock Fund if the dividends paid on Company
stock had been used to acquire shares of Company stock in the open
market at the closing price on the New York Stock Exchange on the
dividend payment date, the Company shall make an additional
contribution to the Plan in an amount sufficient to permit the Trustee
of the ESOP to acquire additional shares so that the value at the
closing price on the dividend payment date of the shares released to
the Trustee of the Plan plus cash, if any, shall equal the dividends
paid by the Trustee of the Plan with respect to Company stock to the
Trustee of the ESOP.
To the extent that the number of shares released from the suspense
account at any time exceeds the number that would be required if the
dividend paid on Company stock had been used to acquire shares of
Company stock in the open market, the excess shall be held by the
Trustee of the ESOP and released at the end of the calendar year to
the Trustee of the Plan for an addition to the Ford Stock Fund and
allocation of additional units in the Ford Stock Fund to the accounts
of members in an amount proportional to the number of Ford Stock Fund
units in their accounts.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
XXVII. Employee Stock Ownership Plan (contd.)
7. Contributions to the ESOP for any eligible employee who is a highly
compensated employee shall be limited to the extent required under the
principles described in Paragraph IV with respect to Tax-Efficient
Savings Contributions.
8. The Committee is authorized to make such adjustments in the
administration of the Plan and the ESOP as it deems necessary,
appropriate or desirable to carry out the purposes and intents of this
Paragraph XXVII.
9. In the event that any or all of the tax benefits available under the
tax laws on the effective date hereof are restricted or eliminated, as
determined by the Company, the Trustee of the ESOP is authorized upon
direction by the Company to sell upon such terms, at such times and to
such persons, as the Trustee of the ESOP in its sole discretion shall
determine, any or all of the shares of Company stock in the suspense
account and to use the proceeds of such sale to pay all or part of the
loan balance outstanding, together with interest thereon. Any excess
shares in the suspense account at such time shall be allocated as
provided in Subparagraph 6 hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
APPENDIX A
ADDITIONAL MUTUAL FUNDS
INCOME FUNDS: INTERNATIONAL FUNDS:
Fidelity International Bond Fund Fidelity Canada Fund
Fidelity Government Income Fund Fidelity Europe Fund
Fidelity Investment-Grade Bond Fund Fidelity International Growth &
Fidelity New Markets Income Fund Income Fund
Scudder Income Fund Fidelity Pacific Basin Fund
Scudder International Bond Fund Fidelity Worldwide Fund
T. Rowe Price High Yield Fund Scudder Greater Europe Growth Fund
T. Rowe Price Spectrum Income Fund Scudder International Fund
Scudder Japan Fund
GROWTH AND INCOME FUNDS: T. Rowe Price International
Fidelity Balanced Fund Discovery Fund
Fidelity Equity-Income Fund T. Rowe Price International Stock
Fidelity Fund Fund
Fidelity Global Balanced Fund T. Rowe Price Latin America Fund
Fidelity Growth & Income Portfolio T. Rowe Price New Asia Fund
Fidelity Puritan Fund Vanguard International Value Fund
Fidelity Real Estate Investment
Portfolio ASSET ALLOCATION FUNDS:
Fidelity Utilities Fund Vanguard LifeStrategy-
Scudder Growth & Income Fund Conservative Growth Fund
T. Rowe Price Spectrum Growth Fund Vanguard LifeStrategy - Moderate
Vanguard 500 Index Fund Growth Fund
Vanguard Value Index Fund Vanguard LifeStrategy - Growth Fund
GROWTH FUNDS:
Fidelity Capital Appreciation Fund
Fidelity Dividend Growth Fund
Fidelity Growth Company Fund
Fidelity Retirement Growth Fund
Fidelity Small Cap Selector
Fidelity Stock Selector
Fidelity Trend Fund
Fidelity Value Fund
Scudder Global Fund
Scudder Global Discovery Fund
T. Rowe Price New Era Fund
T. Rowe Price New Horizons Fund
Vanguard Explorer Fund
Vanguard Growth Index Fund
[OBJECT OMITTED]
Exhibit 5.A
Ford Motor Company
One American Road
P.O. Box 1899
Dearborn, Michigan 48126-1899
May 22, 2000
Ford Motor Company
One American Road
Dearborn, Michigan 48126
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 4,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Tax-Efficient Savings Plan
for Hourly Employees (the "Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995, as amended, relating to the Plan (the "Master Trust Agreement") and as
trustee under the Plan, in accordance with the Master Trust Agreement and the
Plan will be legally issued, fully paid and non-assessable when the Registration
Statement shall have become effective and the Company shall have received
therefor the consideration provided in the Plan (but not less than the par value
thereof).
I hereby consent to the use of this opinion as Exhibit 5.A to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
Kathryn S. Lamping
Assistant Secretary and
Counsel
Exhibit 15
May 17, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated April 14, 2000 on our review of interim
financial information of Ford Motor Company (the "Company") as of and for the
period ended March 31, 2000 and included in the Company's quarterly report on
Form 10-Q for the quarter then ended is incorporated by reference in this
Registration Statement dated May 22, 2000.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 24, 2000 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
Ford Motor Company, which is incorporated by reference in Ford Motor Company's
Annual Report on Form 10-K for the year ended December 31, 1999. We also consent
to the incorporation by reference of our report dated January 24, 2000 relating
to the financial statement schedules, which appears in such Annual Report on
Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
May 17, 2000
