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 SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED 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
- -------------------------- -------------------- ------------------------- ---------------------------- ----------------------
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Common Stock, 20,000,000
$1.00 par value shares $52.5313 $1,050,626,000.00 $277,365.27
- -------------------------- -------------------- ------------------------- ---------------------------- ======================
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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 15, 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.
<PAGE>
- 2 -
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
______________________
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statements Nos. 333-86127, 333-58695,
333-49545, 333-47443, 333-28181, 33-64607, 33-54735, 33-54275, 33-50194,
33-36061, 33-14951 and 2-95020 are incorporated herein by reference.
____________________
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for Salaried
Employees (as amended effective January 1, 1997) with amendments
through January 26, 2000. 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. 333-28181 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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-3-
Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this Registration
Statement.
Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a
power of attorney. Filed with this Registration Statement.
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<PAGE>
-4-
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 19th day of May, 2000.
FORD MOTOR COMPANY SAVINGS AND STOCK
INVESTMENT PLAN FOR SALARIED EMPLOYEES
By:/s/ Sheryl Herrick
-------------------------------
Sheryl Herrick, Member
Savings and Stock Investment Plan Committee
<PAGE>
-5-
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on this 19th 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 19, 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 19, 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)
Vice President and Controller
William A. Swift* (principal accounting officer)
- -----------------------------
(William A. Swift)
<PAGE>
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*By:/s/K. S. Lamping
- -----------------------------
(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
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Sequential Page
at Which Found
(or Incorporated
by Reference)
Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (as amended effective January 1, 1997)
with amendments through January 26, 2000. 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. 333-28181 and incorporated herein by
reference.
Exhibit 15 - Letter from Independent Certified Public Accountants
regarding unaudited interim financial information. Filed
with this Registration Statement.
Exhibit 23 - Consent of Independent Certified Public Accountants. Filed
with this Registration Statement.
Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this
Registration Statement.
<PAGE>
Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature
pursuant to a power of attorney. Filed with this Registration
Statement.
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Exhibit 4.A
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(As amended effective January 1, 1997)
1-26-2000
Including Amendments through
12-4-99 and
12-21-99
1
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SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(As amended effective January 1, 1997)
Table of Contents
-----------------
ARTICLE PAGE
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I. Definitions I-1-6
II. Eligibility II-1
2.1 Eligibility Date II-1
2.2 Participation II-1
a After-Tax and Pre-Tax Contributions II-1
b. Rollover Contributions II-1
2.3 Service Included in Connection with
Certain Transactions II-1
2.4 Certain Leaves of Absence II-1
III. Contributions III-1
3.1 Types of Contributions III-1
a. After-Tax Contributions III-1
b. Pre-Tax Contributions III-2
c. Company Matching Contributions III-3
d. Rollover Contributions III-3
e. Direct Transfer of Assets from Another
Qualified Plan III-3
3.2 Transfer of Assets from Savings Plan of a Subsidiary
by Which Participant Was Formerly Employed III-3
3.3 Contributions Following Qualified Military Service III-4
3.4 Limitations on Contributions III-4
a. Definitions III-4
b. Limitation on Compensation Taken Into Account III-5
c. Annual Limit on Pre-Tax Contributions III-5
d. Limitations on Contributions Applicable to
Highly Compensated Employees III-6
e. Limitations on Contributions under Section 415
of the Internal Revenue Code III-7
1. Limitation III-7
2. Annual Addition III-7
3. Limitation Year III-8
4. Compensation III-8
5. Order of Application of Limitations III-8
6. Participants in Plans of Subsidiaries or
Affiliated Employer III-9
7. Combined Limitation III-9
3.5 Return of Contributions in Excess of Limitations III-10
3.6 Delivery of Contribution to Trustee III-11
3.7 Participant's Rights Not Transferable III-11
IV. Investment Elections IV-1
2
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4.1 Participant's Election As to Investment of Funds IV-1
4.2 Transfer of Assets to Other Investment Elections IV-2
(i)
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PAGE
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V. Vesting and Forfeiture of Assets Attributable to Company
Matching Contributions V-1
5.1 Vesting V-1
a. Pre-Tax Contributions and After-Tax Contributions V-1
b. Company Matching Contributions V-1
c. Assets Transferred from Savings Plan of a
Subsidiary V-1
d. Matching Contributions Attributable to PRIMUS
Automotive Financial Services, Inc. V-2
5.2 Forfeiture V-2
a. Termination of Employment V-2
b. Withdrawal of Assets V-2
VI. Loans to Participants VI-1
VII. Withdrawals, Distributions and Transfers VII-1
7.1 Withdrawal by Participants of Assets Prior
to Termination of Employment VII-1
a. Pre-Tax Contributions VII-1
b. After-Tax Contributions VII-1
c. Company Matching Contributions VII-1
d. Systemic Withdrawals of Pre-Tax Contributions,
After Tax Contributions and Company Matching
Contributions After Attainment of Age 59-l/2 VII-2
e. Pre-Tax Contributions, After-Tax Contributions
and Company Matching Contributions After
Attainment of age 70-l/2 VII-2
f. Assets Attributable to a Rollover into PRIMUS
Automotive Financial Services, Inc. Prime Account VII-2
7.2 Withdrawal by Participant of Assets at or After
Termination of Employment VII-2
a. General VII-2
b. Ordinary Withdrawals VII-2
c. Systematic Withdrawals VII-2
d. Withdrawals Over Life Expectancy VII-3
7.3 Mandatory Distributions VII-3
a. General VII-3
b. Termination of Employment VII-3
c. Attainment of Age 70-1/2 by an Employee Who
Has Not Terminated Employment VII-4
d. Dividends on Stock in the Ford Stock Fund
and Associates Stock Fund VII-5
e. Death of a Participant VII-5
7.4 Conditions Applicable to Withdrawals and
Distributions VII-6
a. Effective Date of Withdrawal VII-6
b. Assets Delivered VII-6
c. Distribution and Delivery VII-6
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d. Form of Distribution from Ford Stock Fund and
Associates Stock Fund VII-7
1. Whole Shares VII-7
2. Fractional Interests VII-7
(ii)
PAGE
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e. Forfeiture VII-7
f. Redeposits VII-7
g. Direct Rollovers VII-8
h. Reduction for Loans VII-9
i. Assets Held for Benefit of Alternate Payee VII-9
j. Amounts payable to Incompetents or Minors VII-9
k. Forfeiture Upon Inability to Locate or Identify
Participant or Beneficiary VII-9
l. Termination of Employment VII-10
7.5 Transfer of Assets to Savings Plan of a Subsidiary
by Which Participant is Employed VII-10
VIII. Investment Options VIII-1
8.1 Ford Stock Fund VIII-1
a. Investments VIII-1
b. Ford Stock Fund Units VIII-1
c. Ford Stock Fund Unit Prices VIII-1
d. Distribution and Withdrawal From Ford Stock
Fund VIII-2
e. Registered Name VIII-3
f. No Commission VIII-3
8.2 Associates Stock Fund VIII-3
a. Investments VIII-3
b. Associates Stock Fund Units VIII-3
c. Associates Stock Fund Unit Prices VIII-4
d. Distribution and Withdrawal from Associates
Stock Fund VIII-5
e. Registered Name VIII-5
f. Cessation of Associates Stock Fund VIII-5
8.3 Nondisclosure Requirements VIII-5
8.4 Common Stock Fund VIII-5
a. Investments VIII-5
b. Common Stock Fund Units VIII-6
c. Common Stock Fund Unit Prices VIII-6
d. Distribution and Withdrawal from Company
Stock Fund VIII-7
e. Voting Stock VIII-7
f. Registered Name VIII-8
8.5 Bond Fund VIII-8
a. Investments VIII-8
b. Bond Fund Units VIII-8
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c. Bond Fund Unit Prices VIII-8
d. Distribution and Withdrawal from Bond Fund VIII-9
e. Registered Name VIII-9
8.6 Interest Income Fund VIII-9
a. Investments VIII-9
b. Crediting of Interest VIII-10
c. Reduction in Fund Value VIII-11
d. Distribution from Fund and Withdrawals from
Interest Income Fund VIII-11
e. Interest Income Fund Value VIII-11
f. Registered Name VIII-11
8.7 Income Fund VIII-12
a. Subaccounts VIII-12
(iii)
PAGE
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b. Creating Accounts VIII-12
c. Reduction in Fund Value VIII-12
d. Distributions and Withdrawals from Income Fund VIII-12
e. Income Fund Contracts VIII-12
8.8 Mutual Funds VIII-12
8.9 Investment of Dividends, Interest, Etc. VIII-12
IX. Trustee IX-1
9.1 Appointment of Trustee IX-1
9.2 Purchases of Securities by the Trustee IX-1
9.3 Voting of Company Stock and Associates Stock IX-2
X. Application of Forfeited Company Matching Contributions X-1
XI. Operation and Administration XI-1
11.1 Named Fiduciary XI-1
11.2 Power of Company Officers and Designees XI-1
a. Appointment and Renewal of Trustees and
Investment Advisors, Plan Amendments, and
Suspension of Plan XI-1
b. Trust Agreements, Investment Advisor
Agreements, Etc. XI-1
c. Appointment of Administration Committee,
Determinations of Service in Connection
with Certain Corporate Transactions, and
Allocations of Responsibility XI-1
d. Company Action and Title Capacities XI-2
11.3 Administration Committee XI-2
a. Appointment of Administration Committee XI-2
b. Powers of Administration Committee XI-2
11.4 Investment Process Committee XI-2
11.5 Indemnification XI-3
11.6 Payment of Expenses XI-4
11.7 Records XI-4
11.8 Participants' Statements, Notices, Etc. XI-4
<PAGE>
a. Participants' Quarterly Statements XI-4
b. Notices, Etc. XI-5
11.9 Governing Law XI-5
XII. Termination, Suspension and Modification XII-1
12.1 General XII-1
12.2 Scope of Action XII-1
12.3 Effect of Termination XII-1
12.4 Retroactive Amendment XII-2
12.5 Limitations of Effects of Actions XII-2
12.6 Special Rule for Mergers, Consolidations and
Asset Transfers XII-2
XIII. Top-Heavy Rules XIII-1
13.1 Definitions XIII-1
13.2 Minimum Allocation XIII-3
13.3 Nonforfeitability XIII-3
13.4 Compensation Limitation XIII-3
(iv)
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13.5 Vesting XIII-3
13.6 Combined Limitation XIII-4
XIV. Designation of Beneficiaries XIV-1
14.l General XIV-1
14.2 Married Participants XIV-1
XV. Employee Stock Ownership Plan XV-1
15.1 Description of ESOP XV-1
15.2 ESOP Trustee XV-1
15.3 Borrowing on Behalf of ESOP XV-1
15.4 Suspense Account XV-1
15.5 Application of Dividends XV-1
15.6 Release of Shares from Suspense Account XV-2
15.7 Limitation on Contributions for Highly
Compensated Employees XV-2
15.8 Administration Committee Authority XV-3
15.9 Sale of Company Stock in Suspense Account XV-3
XVI. Conditions on Participation of Subsidiaries of
the Company XVI-1
APPENDIX A Additional Mutual Funds
APPENDIX B Participating Employers
<PAGE>
(v)
<PAGE>
FORD MOTOR COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
FOR SALARIED EMPLOYEES
(As amended and restated effective January 1, 1997)
This Plan has been established by the Company to encourage and
facilitate systematic savings and investment by Eligible
Employees and to provide them with an opportunity to become
stockholders of the Company.
That portion of the Plan described in Article XV is intended to
be an "Employee Stock Ownership Plan," as that term is defined
by the Code and, as such, is designed to invest primarily in
Company Stock.
This Plan document is an amendment and restatement of the Plan
effective January 1, 1997, and incorporates certain amendments
made subsequent to such date and prior to the approval hereof, as
well as amendments reflected for the first time herein.
Notwithstanding the effective date of this amendment and
restatement, the provisions of this Plan as reflected in the
amendments dated February 26, 1998, and March 4, 1998, shall be
deemed effective throughout the period from February 26, 1998,
through May 1, 1998, even though not set forth herein.
<PAGE>
ARTICLE I
Definitions
-----------
As hereinafter used:
1.1 "Account" shall mean, as appropriate, any one of a Participant's
Pre-Tax Contribution Account, After-Tax Contribution Account, Company
Matching Contribution Account, or any combination of such accounts.
1.2 "Administration Committee" shall mean the committee created by the
Company pursuant to the provisions of Section 11.3 hereof.
1.3 "Affiliated Employer" shall mean the Company, Ford Global
Technologies, Inc., AAI Employee Services Company, L.L.C., and, when
approved by the Committee as an Affiliated Employer, (a) any other
corporation not less than a majority of the voting stock of which is
owned, directly or indirectly, by the Company and (b) any other type
of business organization in or of which the Company owns or controls,
directly or indirectly, a majority interest. Any entity that was prior
to June 1, 1997, an Affiliated Employer within the meaning of this
Plan prior to the amendments effective January 1, 1997, and reflected
in this document, shall continue to be an Affiliated Employer upon a
change in form of business association from corporation to limited
liability company.
1.4 "After-Tax Contributions" shall mean amounts contributed by an
Employee to the Plan from the Employee's Salary, as provided in
Section 3.1(a) hereof.
1.5 "After-Tax Contributions Account" shall mean an Account of a
Participant under the Plan to which are credited After-Tax
Contributions made by such Employee and Earnings thereon.
1.6 "Associates Stock" shall mean Class A Company Stock of Associates
First Capital Corporation.
1.7 "Associates Stock Fund" shall mean that portion of the Trust Fund
consisting of investments made by the Trustee in accordance with
Section 8.2 hereof.
1.8 "Associates Stock Fund Units" shall mean the measure of a
Participant's interest in the Associates Stock Fund as described in
Section 8.2 hereof.
1.9 "Bond Fund" shall mean that portion of the Trust Fund consisting of
investments made by the Trustee in accordance with Section 8.5 hereof.
<PAGE>
1.10 "Bond Fund Units" shall mean the measure of a Participant's interest
in the Bond Fund as described in Section 8.5 hereof.
1.11 "Cash Value of Assets" shall mean the value of the assets, expressed
in dollars, in a Participant'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.
I-1
1.12 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.13 "Common Stock Fund" shall mean that portion of the Trust Fund
consisting of investments made by the Trustee in accordance with
Section 8.4 hereof and related cash.
1.14 "Common Stock Fund Units" shall mean the measure of a Participant's
interest in the Common Stock Fund as described in Section 8.4 hereof.
1.15 "Company" shall mean Ford Motor Company.
1.16 "Company Matching Contributions" shall mean amounts contributed by the
Company to the Trust Fund, as provided in Subsection 3.1(c) hereof.
1.17 "Company Matching Contributions Account" shall mean an Account of a
Participant to which is credited Company Matching Contributions in
accordance with Section 3.1(c).
1.18 "Company Stock" shall mean Company Stock of the Company.
1.19 "Current Market Value" shall mean, with reference to Company Stock and
Associates 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, the closing market price on the next preceding day on which
sales were made.
1.20 "Earnings," with reference to After-Tax Contributions, Company
Matching Contributions or Pre-Tax Contributions, as the case may be,
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.
1.21 "Eligible Employee" shall mean each Employee of a Participating
Employer who has satisfied the service and other requirements of
Article II, except that the term "Eligible Employee" shall not include
any Employee who
1. is included in a unit of Employees covered by a negotiated
collective bargaining agreement which does not provide for
participation in the Plan, except that, upon approval of the
Company, the foregoing provisions of this clause shall not affect
the eligibility of such Employee to make After-Tax Contributions
<PAGE>
or to have Pre-Tax Contributions made under the Plan if such
Participating Employer shall have requested and received from
such labor organization a waiver, in terms acceptable to such
Participating Employer, of all rights of and claims of right by
such labor organization to bargain collectively with respect to
the Plan or any substantially similar plan or program or to
compel such Participating Employer to do so, but only so long as
such waiver shall remain in effect, or
I-2
2. is a leased employee. The term "leased employee" means any person
who is not an employee who provides services to the Company if:
(i) such services are provided pursuant to an agreement between
the Company and any leasing organization;
(ii) such person has performed services for the Company
on a substantially full-time basis for at least one year;
and
(iii)such services are performed under the primary direction or
control by the Company.
An individual who has become an Eligible Employee shall cease to be
an Eligible Employee upon ceasing to be an Employee and upon
becoming an individual described in subparagraphs 1 or 2 of this
Section 1.21.
1.22 "Employee" shall mean each person who is employed on a salaried basis
by a Participating Employer or by an Affiliated Employer and is
enrolled on the active employment rolls of such Participating
Employer, or of such Affiliated Employer, maintained in the United
States, including without limitation any such person who also is an
officer or director of a Participating Employer or of an Affiliated
Employer; provided that the term "Employee," as defined above, shall
not include any International Service Employee on Effective Position
in Range who is on the Company's U.S. operations active employment
rolls for a limited purpose, for a period limited in advance, or for
a period that is not expected to continue indefinitely.
1.23 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.24 "Flexible Benefits Plan" shall mean the Company's cafeteria plan
under Section 125 of the Code for Salaried Employees.
<PAGE>
1.25 "Ford Stock Fund" shall mean that portion of the Trust Fund consisting
of investments made by the Trustee in accordance with Section 8.1
hereof.
1.26 "Ford Stock Fund Units" shall mean the measure of a Participant's
interest in the Ford Stock Fund as described in Section 8.1 hereof.
1.27 "Income Fund" shall, through June 30, 1998, mean that portion of the
Trust Fund consisting of investments made by the Trustee in accordance
with Section 8.7 hereof.
1.28 Income Fund Contract" shall mean an arrangement under which (a) an
Income Fund Manager receives amounts of cash from the Trustee and
invests such amounts primarily in such fixed income securities as may
be selected by such Income Fund Manager in its discretion with the
objective of conservation of principal and the realization of a
reasonable rate of return consistent therewith, and (b) such Income
Fund Manager pays to the Trustee such amounts of principal and
accumulated earnings and gains as are to be distributed to or
transferred or withdrawn by Participants pursuant to the Plan and such
other amounts as to which the Trustee may be entitled under the
arrangement.
I-3
1.29 "Income Fund Manager" shall mean an insurance company or other
organization which has entered into an Income Fund Contract with the
Company pursuant to Section 8.7 hereof.
1.30 "Interest Income Fund" shall mean that portion of the Trust Fund
consisting of investments made by the Trustee in accordance with
Section 8.6 hereof and related cash.
1.31 "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.
1.32 "Investment Process Committee" shall mean the committee created by the
Company pursuant to the provisions of Section 11.4 hereof.
1.33 "Participant" shall mean and include (a) an Eligible Employee who
shall have elected to participate in the Plan and, in the case of an
Employee of a Participating Employer, shall have completed a payroll
deduction authorization or a Salary Reduction Agreement then
outstanding under the Plan, or, in the case of an Employee of an
Affiliated Employer, shall have filed an election then outstanding
under the Plan to make After-Tax Contributions or to have Pre-Tax
Contributions made under the Plan by such method as the Administration
Committee may have designated, and (b) a person who has assets in an
Account under the Plan.
<PAGE>
1.34 "Participating Employer" shall mean and include the Company, Ford
Global Technologies, Inc., AAI Employee Services Company, L.L.C., and
(a) any domestic corporation not less than a majority of the voting
stock of which is owned, directly or indirectly, by the Company and
(b) any other type of domestic business organization in or of which
the Company owns or controls, directly or indirectly, a majority
interest, and, in the case of both (a) and (b), that shall have
elected to participate in the Plan with the consent of the Company.
Any entity that was prior to June 1, 1997, a Participating Employer
within the meaning of this Plan prior to the amendments effective
January 1, 1997, and reflected in this document, shall continue to be
a Participating Employer upon a change in form of business
organization from corporation to limited liability company.
1.35 "Performance Bonus Plan" shall mean, effective January 1, 2000, the
Company's Performance Bonus Plan for Salaried Employees.
1.36 "Plan" shall mean this Savings and Stock Investment Plan for Salaried
Employees of Ford Motor Company.
1.37 "Plan Year" shall mean prior to the Plan Year beginning January 1,
1998, a calendar year. For the Plan Year beginning January 1, 1998,
the Plan Year shall be a period from January 1, 1998, through December
30, 1998. Thereafter, the Plan Year shall be the twelve (12) month
period beginning December 31 and ending the immediately following
December 30.
I-4
1.38 "Pre-Tax Contributions" shall mean amounts contributed by the Company
to the Plan that have been allocated on behalf of an Employee pursuant
to a Salary Reduction Agreement, as provided in Subsection 3.1(b)
hereof, or pursuant to an election with respect to amounts from the
Performance Bonus Plan for Salaried Employees, the Ford Credit
Rewarding Performance Management Incentive Plan (for Employees who are
not bonus eligible), or FCA Dollars or Bonus Flex Dollars under the
Flexible Benefits Plan of the Company.
1.39 "Pre-Tax Contributions Account" shall mean an Account of a Participant
under the Plan to which are credited Pre-Tax Contributions on behalf
of such Employee and Earnings thereon.
1.40 "Retirement Plan" means the General Retirement Plan of the Company at
the time in effect or any other pension or retirement plan or program
of a Participating Employer or of an Affiliated Employer.
1.41 "Retirement pursuant to the provisions of any Retirement Plan" means
retirement at or after normal retirement age, or early or disability
retirement prior to normal retirement, or termination of employment
<PAGE>
after becoming eligible for retirement under the provisions of any
Retirement Plan.
1.42 "Salary" shall mean the actual base salary to which an employee of a
Participating Employer is entitled prior to giving effect to any
Salary Reduction Agreement, except that "Salary" shall not include any
amount subject to a Salary Reduction Agreement to the extent such
amount cannot be contributed to the Employee's Account as a Pre-Tax
Contribution because of the applicable limitations set forth in
Section 3.4 hereof. In the case of an employee of an Affiliated
Employer who is eligible to make After-Tax Contributions to the Plan,
as provided in Section 2.4 hereof, "Salary" shall mean the employee's
last such salary at the Participating Employer from which he or she is
on leave of absence. "Salary" shall not include any supplemental
compensation, pension, retirement or salaried income security plan
payment, retainer, commission, fee, overtime or shift premium,
cost-of-living allowance, or any other special remuneration.
1.43 "Salary Reduction Agreement" shall mean an agreement between an
Employee and the Participating Employer to have the Employee's Salary
reduced by an amount specified by the Employee and to have an amount
equal to the Salary reduction allocated on behalf of the Employee from
contributions made by the Participating Employer to the Plan, pursuant
to section 401(k) of the Code and Subsection 3.l(b) hereof, provided,
however, that such amount shall be reduced as may be determined as
provided in Section 3.4 hereof.
1.44 "Subsidiary" shall mean a corporation or other business organization
that either is or with the appropriate approval could become an
Affiliated Employer.
1.45 "Trustee" shall mean the trustee or trustees appointed by the Company
pursuant to the provisions of Section 9.1 hereof.
I-5
1.46 "Trust Agreement" shall mean the agreement or agreements establishing
the Trust Fund and appointing the Trustee.
1.47 Trust Fund" shall mean the assets of the Plan held by the Trustee for
the benefit of the Participants.
The following terms have the meanings assigned in the Sections,
Subsections and Paragraphs specified:
<PAGE>
"Additional Mutual Funds" ... Section 4.1.
"After-Tax Contribution Percentage" ... Section 3.4(a).
"Annual Addition" ... Section 3.4(e)(2).
"Average After-Tax Contribution Percentage" ... Section 3.4(a).
"Average Pre-Tax Contribution Percentage" ... Section 3.4(a).
"Compensation" ... Sections 3.4(a), 3.4(b), and 3.4(e)(4).
"Highly Compensated Employee" ... Section 3.4(a).
"Leased employee" ... Section 1.21(2).
"Limitation year" ... Section 3.4(e)(3).
"Pre-Tax Contribution Percentage" ... Section 3.4(a).
I-6
<PAGE>
ARTICLE II
Eligibility
-----------
2.1 Eligibility Date. Except as hereinafter provided, effective January 1,
2000, or as soon as practicable thereafter, each Eligible Employee of a
Partici-pating Employer shall be eligible to participate in, and to make
After-Tax Contributions and to have Pre-Tax Contributions made under, the Plan
as of the first day of the second calendar month immediately following such
Employee's original date of hire. An Employee who ceases to be an Eligible
Employee shall not be eligible to make After-Tax Contributions or to have
Pre-Tax Contributions made under the Plan as long as such individual is not an
Eligible Employee.
2.2 Participation.
a. After-Tax and Pre-Tax Contributions. An Eligible Employee may elect to
participate in the Plan as of the first payday following such
Employee's eligibility date with respect to After-Tax Contributions
and Pre-Tax Contributions by delivering a notice of election to
participate in such form and in such manner and at such time as the
Administration Committee shall specify.
b. Rollover Contributions. A newly-hired Employee of a Participating
Employer who could be an Eligible Employee except that such individual
has not satisfied the requirements of Section 2.1 hereof, may elect to
participate in the Plan prior to the date on which such Employee would
otherwise become eligible to participate in the Plan for the limited
purpose of making a rollover contribution to the Plan as hereinafter
provided.
2.3 Service Included in Connection With Certain Transactions. The Company
may in its discretion determine, in the event of the acquisition by a
Participating Employer or Affiliated Employer (by purchase, merger or otherwise)
of all or part of the assets of another business organization, and in the event
of the employment by a Participating Employer or Affiliated Employer of all or a
substantial number of individuals employed in the operations of an employer that
is not a Participating Employer or Affiliated Employer, that the service of a
person as an employee of such other business organization shall be included in
ascertaining whether he or she has had such service as is required in Section
2.1 for eligibility, provided that he or she shall have become an Eligible
Employee of a Participating Employer or an Affiliated Employer in connection
with such transaction. The Company may evidence any determination regarding the
matters addressed above in this section in any instruments executed by duly
authorized officers or agents of the Company, including (a) the instruments
evidencing the transactions whereby individuals become Employees of a
Participating Employer or Affiliated Employer or (b) an instrument executed by
the Company officers who are authorized pursuant to Section 11.2(a) to adopt
amendments to the Plan.
2.4 Certain Leaves of Absence. An Eligible Employee of a Participating
Employer who shall have been granted a leave of absence to become an Employee of
<PAGE>
an Affiliated Employer and who becomes an Employee of such Affiliated Employer
shall be an Eligible Employee and may make After-Tax Contributions or have
Pre-Tax Contributions made under the Plan while he or she is on such leave of
absence and is so employed, provided that (a) he or she shall have such service
as is required under Section 2.1 for eligibility, including service with the
Affiliated
II-1
<PAGE>
Employer, (b) he or she shall not be a participant in any profit sharing
plan, or stock bonus plan, and trust of the Affiliated Employer qualifying for
exemption from taxation under Sections 401(a) and 501(a) of the Code, or any
other applicable section of the Federal tax laws, as at the time in effect, and
(c) the Employee's eligibility, under the provisions of this section, to make
After-Tax Contributions or to have Pre-Tax Contributions made while an Employee
of the Affiliated Employer shall terminate at the end of the two-year period
commencing with the date the Employee's leave of absence commences, or at the
termination of the Employee's leave of absence, or upon the date the Affiliated
Employer becomes a Participating Employer, whichever first shall occur.
<PAGE>
II-2
<PAGE>
ARTICLE III
-----------
Contributions
-------------
3.1. Types of Contributions.
a. After-Tax Contributions. Effective April 1, 2000, and subject to the
limitations in Section 3.4, each Eligible Employee may elect to contribute to
the Plan for each pay period an After-Tax Contribution of up to twenty-five
percent (25%) of the Employee's Salary for the pay period, provided that the
percentage of Salary contributed under this Section 3.1(a) and the percentage of
Salary reduced pursuant to the Employee's Salary Reduction Agreement under
Section 3.1(b) may not in the aggregate exceed twenty-five percent (25%) of the
Eligible Employee's Salary for the pay period. Contributions under this Section
3.1(a) shall be made by payroll deduction. The percentage of Salary that an
Eligible Employee elects to contribute under this Section 3.1(a) must be a whole
percentage, and the dollar amount actually contributed on the basis of the
election shall be rounded down to the nearest whole dollar.
The payroll deduction for After-Tax Contributions authorized by an Employee
may be increased, decreased or stopped by him or her only as of the first or
sixteenth day of any month by providing in such form and in such manner and at
such time as the Administration Committee shall specify a notice of such change.
If an Employee shall become ineligible to make After-Tax Contributions to the
Plan, the Employee's payroll deduction authorization shall immediately
terminate. If the payroll deduction authorization of an Employee shall terminate
for any reason, the Employee thereafter may, subject to the eligibility
provisions of the Plan, resume contributing to the Plan in such manner and at
such time as the Administration Committee shall specify. Except as is required
by 38 U.S.C. sec.4318, with respect to service of a Participant in the uniformed
services, an Employee shall not be entitled to make After-Tax Contributions to
the Plan, and no deduction shall be made pursuant to the Employee's payroll
deduction authori- zation, in or for any period in which the Employee is not
receiving a Salary.
The Administration Committee may require employees of an Affiliated
Employer who elect to make After-Tax Contributions to the Plan to contribute by
payroll deductions or by such other method as the Administration Committee may
designate. If the Administration Committee shall designate a method other than
payroll deductions, the Administration Committee shall adopt rules applying, as
nearly as practicable, to such method of making After-Tax Contributions the
provisions of this Article III relating to payroll deductions.
b. Pre-Tax Contributions. Effective April 1, 2000, and subject to the
limitations in Section 3.4 hereof, each Eligible Employee, by completing a
Salary Reduction Agreement in such form and in such manner and at such time as
the Administration Committee may prescribe, may elect to have Company
contributions allocated on his or her behalf as Pre-Tax Contributions for each
pay period in such amount as he or she may authorize pursuant to a Salary
Reduction Agreement not in excess of 25% of his or her Salary for such pay
period, provided that the percentage of Salary contributed under this Section
3.1(b) and the percentage of
<PAGE>
Salary contributed as an After-Tax Contribution under Section 3.1(a) may not
in the aggregate exceed twenty-five percent (25%)of the Eligible Employee's
Salary for the pay period. The Salary Reduction Agreement shall specify
that such reductions are to be made in a whole percentage amount of
Salary, with the resulting dollar amount actually to be allocated on the
basis of the election to be rounded down to the nearest whole dollar.
III-1
Subject to the foregoing provisions of this Subsection 3.1(b), the rate of
Salary reduction authorized by the Employee may be decreased, increased or
stopped by the Employee by providing in such form and in such manner and at
such time as the Administration Committee shall specify a notice of such change.
If an Employee shall become ineligible to make After-Tax Contributions to the
Plan, his or her Salary Reduction Agreement shall immediately terminate. If the
Salary Reduction Agreement of an Employee shall terminate for any reason, the
Employee thereafter may, subject to the eligibility provisions of the Plan,
resume the making of Pre-Tax Contributions to the Plan by providing in such
form and in such manner and at such time as the Administration Committee shall
specify a Salary Reduction Agreement hereunder.
In addition, and subject to such regulations as the Administration
Committee from time to time may prescribe, each Eligible Employee may elect to
have all or a portion of the following payments reduced in exchange for an
allocation of Company contributions as Pre-Tax Contributions: amounts under the
Performance Bonus Plan, FCA Dollars or Bonus Flex Dollars under the Flexible
Benefits Plan of the Company, and the Ford Credit Rewarding Performance
Management Incentive Plan (for Employees who are not bonus eligible) that would
otherwise be distributed to or allocated on behalf of the Employee, plus
amounts that must be taken into account under 38 U.S.C. sec. 4318 in connection
with service of a Participant in the uniformed services; provided, however,
that for purposes of this provision an Employee shall not be eligible unless
such Employee is enrolled on the active employment rolls of a Participating
Employer or an Affiliated Employer, or is on short-term disability leave from a
Participating Employer or an Affiliated Employer, at the date of making such
election.
c. Company Matching Contributions. Except as may be hereinafter provided
and subject to the limitations in Section 3.4, effective January 1, 2000 or as
soon as practical thereafter, Company contributions shall be allocated to the
accounts of Eligible Employees each pay period in an amount equal to 60% of the
aggregate amount of After-Tax Contributions and Salary reductions made by
Eligible Employees who have been employed by one or more Participating Employers
for at least twelve (12) months following such Employees' original dates of hire
(for purposes of this Subsection 3.1(c)"match eligible Employees")(but excluding
any amounts attributable to the Performance Bonus Plan, the Ford Credit
Rewarding Performance Management Incentive Plan, or FCA Dollars or Bonus Flex
Dollars under Flexible Benefits Plan of the Company) for such pay period and an
amount equal to the value of forfeited assets attributable to Company Matching
Contributions and Earnings thereon that are to be restored to the Company
Matching Contribution Accounts of Participants for such pay period pursuant to
the provisions of
<PAGE>
Section 7.4 hereof, provided, however, that for purposes of this Subsection
3.1(c), any portion of the aggregate of a match eligible Employee's After-Tax
Contributions and Pre-Tax Contributions that exceeds 10% of such Employee's
Salary shall not be taken into account.
With the exception of amounts allocated in restoration of forfeitures, (i)
Company contributions shall not be allocated pursuant to this Subsection 3.1(c)
for any pay period in an amount that exceeds the Company's current or
accumulated earnings and profits; and (ii) contributions that are allocated
shall be credited to the Company Matching Contribution Accounts of match
eligible Employees in proportion to such Employees' After-Tax Contributions and
Pre-Tax Contributions that are taken into account pursuant to the immediately
preceding sentence.
III-2
Amounts credited to a Participant's Company Matching Contributions Account
for a pay period shall be credited first in respect of any such Pre-Tax
Contributions as shall have been made for the Participant for such month and
then, to the extent that the amount so credited does not equal the total amount
to be credited to the Participant's Company Matching Contributions Account for
such month, the remainder shall be credited in respect of such Employee's
After-Tax Contributions as shall have been made by the Participant for such pay
period.
d. Rollover Contributions. Except as is provided in the immediately
following sentence, a newly-hired Employee of a Participating Employer who would
be an Eligible Employee except for the fact that such individual has not
satisfied the twelve (12) month service requirement of Section 2.1 may make a
rollover contribution, as permitted under Section 402(c) of the Code, to the
Plan in cash in an amount not exceeding the total amount of taxable proceeds
distributed or distributable to such Employee by a qualified plan maintained by
his or her immediately preceding former employer. The rollover contribution may
be made directly by such plan or by the Employee within 60 days following the
receipt by the Employee of such distribution from such former employer's plan,
subject to such regulations as the Administration Committee shall from time to
time adopt. A direct rollover shall not be permitted if the acceptance of the
rollover contribution would 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 transfer plan. Rollover contributions shall be invested in
accordance with the Participant's election among investment elections available
under the Plan.
e. Direct Transfer of Assets from Another Qualified Plan. The Trustee may
accept and hold pursuant to this Section 3.1.e assets directly transferred to
the Plan, whether in connection with a merger of plans or otherwise, and
attributable to a Participant, Eligible Employee, or Employee who would be an
Eligible Employee except that such individual does not satisfy the twelve (12)
month service requirement under Section 2.1 of the Plan when such assets are
attributable to such individual's interest in another plan qualified under
Section 401(a) of the Code and when such direct transfer does not constitute a
direct transfer of a rollover distribution (within the meaning of Section
401(a)(31) of the Code); provided that (1) such other plan provides for and
<PAGE>
permits such transfers to the Plan and the sponsor of the other plan authorizes
the transfer in writing, (2) the transfer complies with the requirements of
Sections 401(a)(12) and 414(1) of the Code, (3) the transfer would and does not
require the plan to provide or offer any type of benefit, optional form of
benefit, or mode or manner of benefit distribution it does not provide for in
the absence of the transfer,(4) the transfer is approved in writing by the
Administration Committee or the parties authorized under Section 11.2(a) to
amend the Plan, or is otherwise authorized in connection with a corporate
transaction (whether merger, asset acquisition, transfer of employees, or
otherwise), and (5) the transfer satisfies any procedural requirements specified
by the Administration Committee.
3.2 Transfer of Assets from Savings Plan of a Subsidiary by Which
Participant Was Formerly Employed. Subject to such regulations as the
Administration Committee shall from time to time establish and subject to
transfer by the transferor plan, a Participant who is fully vested under a
savings plan of a Subsidiary by which such Participant was previously employed
may elect to have the Plan accept transfer to the Plan of the entire amount,
III-3
either in the form of cash or Company Stock, in such Participant's accounts
under such plan; provided that such acceptance would not require the Plan to
provide benefits in an amount or form not otherwise provided under the Plan in
order to preserve an accrued benefit under the transferor plan. Any such
transferred amounts shall be invested in accordance with the Participant's
election among investment elections available under the Plan. Such an election
to transfer fully vested amounts may be made within a period of one year
following transfer of employment.
3.3 Contributions Following Service in a Uniformed Service. A Participant
who is reinstated following service in a uniformed service, as defined in the
Uniformed Services Employment and Reemployment Rights Act, may, to the extent
required by said act, elect to have reductions made from such Participant's
Salary paid following such uniformed service in exchange for an allocation of
Company contributions that shall be attributable to the period Salary reductions
were not otherwise permitted due to uniformed service. Such additional
reductions shall be based on the amount of Salary, amounts under the Performance
Bonus Plan (or, if appropriate, the Ford Credit Rewarding Performance Management
Incentive Plan), and FCA Dollars and Bonus Flex dollars under the Flexible
Benefits Plan of the Company that the Participant would have received but for
uniformed service and shall be subject to the provisions of the Plan in effect
during the applicable period of uniformed service. Such Salary reductions shall
be made during the period beginning upon reemployment following uniformed
service and ending at the lesser of (i) five years or (ii) the Participant's
period of uniformed service multiplied by three. Such additional Salary
reductions 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 Code provided, however, that such reductions, when added to reductions
previously made, shall not exceed the applicable limits in effect during the
period of uniformed service
<PAGE>
that would have applied if the Participant had continued to be employed by
the Company during such period. Further, payments on any loan or loans
outstanding during the period of uniformed service shall be extended for a
period of time equal to the period of uniformed service.
3.4. Limitations on Contributions.
a. Definitions. As hereinafter used in this Section 3.4:
"Average After-Tax Contribution Percentage" means the average of the
After-Tax Contribution percentages of the Eligible Employees in a group.
"Average Pre-Tax Contribution Percentage" means the average of the Pre-Tax
Contribution percentages of the Eligible Employees in a group.
"After-Tax Contribution Percentage" means the ratio (expressed as a
percentage) of the sum of After-Tax Contributions and Company Matching
Contributions under the Plan on behalf of the Eligible Employee for the year to
the Eligible Employee's compensation for the year. "Compensation" for this
purpose means compensation paid by the Company to the Employee during the year
which is required to be reported as wages on the Employee's Form W-2, plus
Pre-Tax Contributions. The determination of the contribution percentage and the
treatment of After-Tax Contributions and the Company Matching Contributions
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury pursuant to the Code.
III-4
"Pre-Tax Contribution percentage" means the ratio (expressed as percentage)
of Pre-Tax 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 Pre-Tax Contributions. The determination of the Pre-Tax Contribution
percentage and the treatment of Pre-Tax Contributions shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury pursuant to
the Code.
The After-Tax Contribution Percentage and the Pre-Tax Contribution
Percentage for any Eligible Employee who is a Highly Compensated Employee for
the year and who is eligible to make After-Tax Contributions, to receive Company
Matching Contributions or to have Pre-Tax Contributions allocated to his or her
accounts under two or more plans described in Section 401(a) of the Code or
arrangements described in Section 401(k) of the Code that are maintained by the
Company or an Affiliated Employer shall be determined as if all such
contributions were made under a single plan.
"Highly Compensated Employee" is any Employee who after the application of
Sections 414(b), (c), (m), (n) and (o) of the Code was:
<PAGE>
(A) a 5% owner (as defined in Section 416(i)(1)of the Code) at any
time during the Plan Year or the preceding Plan Year; or
(B) for the preceding year -
(i) had compensation from his or her employer in excess of
$80,000 (as adjusted by the Secretary of the Treasury in
accordance with Section 414(g)(1)of the Code), and
(ii) if the Company elects the application of this clause for the
preceding year, was in the top-paid group of employees for
such preceding year. The top-paid group of employees is the
group consisting of the top 20 percent of the employees when
ranked on the basis of compensation paid during such year.
For this purpose, for the Plan Year beginning January 1,
1997, "compensation" shall mean compensation within the
meaning of Section 415(c(3) of the Code determined without
regard to Sections 125, 402(e)(3), and 402(h)(1)(B) of the
Code, and for plan years beginning after on or after January
1, 1998, shall mean compensation as defined in Section
415(c)(3) of the Code.
To the extent not described here, the rules contained in
Section 414(q) of the Code shall apply in determining
the number and identity of highly compensated employees.
Notwithstanding any other provision of the Plan, for
purposes of determining the number or identity of
highly compensated employees, employees shall include
leased employees as defined in section 414(n)(2) of the
Code.
b. Limitation on Compensation Taken Into Account. The total amount of
compensation taken into account under the Plan for any Employee for any
year shall not exceed $150,000 multiplied by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under Section 415(d) of
the Code for such year. "Compensation" for this purpose means compensation
paid by the
III-5
Company to the Employee during the year which is required to be reported as
wages on the Employee's Form W-2.
c. Annual Limit on Pre-Tax Contributions. The total amount of Pre-Tax
Contributions allowable for any Employee for any year shall not exceed
$7,000 multiplied by the cost-of-living adjustment factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code for such year.
d. Limitations on Contributions Applicable to Highly Compensated
Employees. The After-Tax Contribution Percentage and the Pre-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:
After-Tax Contribution Percentage Limitation
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
If the average After-Tax The allowable average After-Tax
Contribution Percentage 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 not exceed:
the Company elects in accordance
with Section 401(m)(A) of the Code,
the current Plan Year) is:
(a) 2% or less (a) 2.0 multiplied by the average After-Tax Contribution Percentage for
Eligible Employees who are not Highly Compensated Employees
(b) over 2% but not more than 8% (b) 2.0 percentage points added to the average After-Tax Contribution
Percentage 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>
<TABLE>
<CAPTION>
Pre-Tax Contributions Percentage Limitation
<S> <C>
If the average Pre-Tax The allowable average Pre-Tax
Contribution Percentage of Contribution Percentage for
Eligible Employees who are not the current Plan Year for Eligible
Highly Compensated Employees for Employees who are Highly Compensated
the preceding Plan Year (or if the Employees shall not exceed:
Company elects in accordance with
Section 40l(k)(3)(a) of the Code,
the current Plan Year)is:
III-6
(a) 2% or less (a) 2.0 multiplied by the average Pre-Tax Contribution percentage for
Eligible Employees who are not Highly Compensated Employees
<PAGE>
(b) over 2% but not more than 8% (b) 2.0 percentage points added to the average Pre-Tax Contribution
percentage for Eligible Employees who are not Highly Compensated
Employees
(c) more than 8% (c) 1.25 multiplied by the average contribution percentage for Eligible
Employees who are not Highly Compensated Employees
or, in any case, such lesser amount as the Secretary of the Treasury shall
prescribe under Treas. Reg. Sections 1.401(m)-2(b) to prevent the multiple use
of parts (a) and (b) of this limitation with respect to any Highly Compensated
Employee.
</TABLE>
The Administration Committee shall, to the extent necessary to conform to
the foregoing limitations, reduce the amounts of allowable After-Tax
Contribution and Company Matching Contributions, and Pre-Tax Contributions,
respectively, for the year with respect to any or all Eligible Employees who are
Highly Compensated Employees. Any such reductions by the Administration
Committee shall be made in such manner as the Administration 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.
e. Limitations on Contributions under Section 415 of the Internal Revenue
Code.
(1) Limitation. Notwithstanding any other provision hereof, the sum of the
Annual Additions (as defined in Subsection 3.4(e)(2) in respect of
any Employee for any Limitation Year (as defined in Subsection
3.4(e)(3) shall not exceed the lesser of
(a) 25% of the Employee's compensation (as defined in Subsection
3.4(e)(4), or
(b) $30,000 (or, if greater, one-quarter of the dollar limitation in
effect under Section 415(b)(1)(A) of the Code as adjusted for
inflation by the Secretary of the Treasury pursuant to Section
415(d) of the Code).
(2) Annual Addition. The Annual Addition in respect of any Employee for
any Limitation Year (as defined in Subsection 3.4(e)(3) shall mean
the sum for such year of
(a) Company Matching Contributions and Pre-Tax Contributions in
respect of the Employee under this Plan, plus
<PAGE>
III-7
(b) the sum of:
(i) the Employee's contributions under the Company's General
Retirement Plan (or any similar plan of a Subsidiary or
affiliate of the Company),
(ii) the Employee's After-Tax Contributions that are matched by
Companyn Matching Contributions pursuant to Section 3.1(c)
hereof, and
(iii)the Employee's After-Tax Contributions to this Plan that
are not matched by Company Matching Contributions.
(3) Limitation Year. For purposes of this paragraph, "Limitation Year"
shall mean the calendar year.
(4) Compensation. As used in Subsection 3.4(e)(1)(a), "compensation" shall
mean the compensation (as defined by Section 415(c)(3) of the Code (as
modified by Sections 414(u)(1) and (7) of the Code and Treas. Reg.
Section 1.415-2(d)) paid or made available to an employee during the
Limitation Year in question.
(5) Order of Application of Limitations. If the Annual Addition taken into
account under Subsection 3.4(e)(2) shall exceed, or shall be
reasonably projected to exceed, the limitation of such Annual Addition
required by Subsection 3.4(e)(1), any necessary or appropriate
reduction in Employee After-Tax Contributions, Company Matching
Contributions or Pre-Tax Contributions shall be applied, first by
reducing amounts contributed as Pre-Tax Contributions pursuant to
Section 3.1(b) hereof with respect to the Performance Bonus Plan (or,
if appropriate, the Ford Credit Rewarding Performance Management
Incentive Plan), and, if necessary, from FCA Dollars and Bonus Flex
Dollars under the Flexible Benefits Plan of the Company, second by
reducing the Employee's After-Tax Contributions taken into account
under Subsection 3.4(e)(2)(b)(iii), third by reducing the Employee's
After-Tax Contributions taken into account under Subsection
3.4(e)(2)(b)(ii), and related Company Matching Contributions (in the
same ratio as provided for Company Matching Contributions under
Subsection 3.1(c)hereof), fourth by reducing Pre-Tax Contributions
that are not matched by Company Matching Contributions, and fifth by
reducing Pre-Tax Contributions that are matched by Company Matching
Contributions pursuant to Subsection 3.1(c) hereof and related Company
Matching Contributions (in the same ratio as provided for Company
Matching Contributions under Subsection 3.1(c) hereof).
Notwithstanding any other provision of the Plan, in conforming to the
limitations of this Subsection 3.4(e)(5), the aforementioned
reductions in After-Tax Contributions, Company Matching Contributions
and Pre-Tax
<PAGE>
Contributions may be made in less than a full percentage amount and
may be rounded down to the nearest full dollar. Any reduction pursuant
to this paragraph may be effected (i) before the Annual Addition
reaches the limitation required by Subsection 3.4(e)(1) in order to
carry out the ordering rule of this Subsection, or (ii) with respect
to After-Tax Contributions, retroactively as provided in Treas. Reg.
Section 1.415-6(b)(6)(iv) by returning to the Employee such After-Tax
Contributions
III-8
as are necessary to reduce the Employee's Annual Addition to such
limitation, along with any Earnings or gains attributable to such
returned contributions. This retroactive reduction shall be made by a
distribution by the Trustee to the Employee of the cash value of
assets in the Employee's After-Tax Contribution Account that are
attributable to the contributions to be returned, which contributions
shall be those for the most recent month and such immediately
preceding months as may be necessary to complete the return of
contributions; provided that if less than all of such contributions
for a month will complete such return, the cash value of assets to be
distributed shall be taken from the Employee's Account in proportion
to the way in which such contributions had been invested when made.
(6) Participants In Plans of Subsidiaries or Affiliated Employer. If a
Participant, at any time during the calendar year, was a participant
under any defined contribution plan (as that term is used in Section
415(c) of the Code) of a Subsidiary of the Company or an Affiliated
Employer (all such plans being referred to herein collectively as
"affiliate plans"), then the determination of the Annual Addition in
respect of such Participant for such calendar year as described in
Subsection 3.4(e)(2) hereof shall be modified as provided in this
Subsection:
(a) any employer contributions (as that term is used in Section
415(c)(2)(A) of the Code) and any forfeitures allocated during
such year for the Account of such Participant under all affiliate
plans in respect of services performed prior to the Participant's
commencement of participation under this Plan shall be added to
the amount determined under Subsection 3.4(e)(2); and
(b) any employee contributions (as that term is used in Section
415(c)(2)(B) of the Code) by such Participant during such year
under all affiliate plans in respect of services performed prior
to the Participant's commencement of participation under this
Plan shall be taken into account for purposes of subsection
3.4(e)(2)(b).
(7) Combined Limitation. The following limitation shall apply to
Limitation Years beginning after December 31, 1996, and prior to
January 1, 2000, but not to Limitation Years beginning after
January 1, 2000. If the Participant is, or was, covered under a
defined benefit
<PAGE>
plan and defined contribution plan maintained by the Company, the sum
of the Participant's defined contribution plan fraction and defined
benefit plan fraction may not exceed 1.0 in any Limitation Year.
The defined benefit plan fraction is a fraction, the numerator of
which is the sum of the Participant's projected annual benefits under
all defined benefit plans (whether or not terminated) maintained by
the Company and the denominator of which is the lesser of (i) 1.25
times the dollar limitation of Section 415(b)(1)(A) of the Code in
effect for the Limitation Year, or (ii) 1.4 times the Participant's
average
III-9
compensation for the three consecutive years that produces the higher
average. The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's Account under all defined contribution plans maintained
by the Company (whether or not terminated) for the current and all
prior Limitation Years, and the denominator of which is the sum of the
lesser of the following amounts determined for such year and for each
prior year of service with the employer: (i) 1.25 times the dollar
limitation in effect under Section 415(c)(1)(A) of the Code for such
year, or (ii) 1.4 times the amount which may be taken into account
under Section 415(c)(1)(B) of the Code.
Projected annual benefit means the annual benefit to which the
Participant would be entitled under the terms of the Plan, if the
Participant continued employment until normal retirement age (or
current age, if later) and the Participant's compensation for the
Limitation Year and all other relevant factors used to determine such
benefit remained constant until normal retirement age (or current if
later).
If, in any Limitation Year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction will exceed 1.0,
the rate of benefit accruals under the defined benefit plan will be
reduced so that the sum of the fractions equals 1.0.
For purposes of this Subsection 3.4(e)(7), "Company" shall include all
entities treated under Subsections 414(b), (c), and (m) of the Code as
a single employer that includes the Company.
3.5 Return of Contributions in Excess of Limitations.
Subject to such regulations as the Administration Committee from time to
time may prescribe, a Participant whose Salary reductions to this Plan and
similar reductions under all other plans in which the Participant is a
participant exceed
<PAGE>
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 Pre-Tax Contributions under this Plan for such year and
Earnings thereon by submitting a request for return of such excess in this Plan
to the Administration Committee in such form as shall be acceptable to the
committee. Such amounts contributed for an immediately preceding Plan Year shall
be returned no later than each April 15 to Participants who submit such requests
to the Administration Committee no later than the immediately preceding March 1.
Pre-Tax Contributions and Earnings thereon in excess of the limitations in
Subsection 3.4(d) applicable to such contributions shall be returned to
Participants on whose behalf such contributions were made for the preceding Plan
Year at such times and upon such terms as the Administration Committee shall
prescribe.
After-Tax Contributions and Company Matching Contributions and Earnings
thereon in excess of the limitations in Subsection 3.4(d) applicable to such
contributions shall be returned to Participants or to the Company, as the case
may be, at such times and upon such terms as the Administration Committee shall
prescribe.
III-10
Notwithstanding the foregoing provisions of this Section 3.5, excess
Pre-Tax Contributions, excess After-Tax Contributions, and excess Company
Matching Contributions, and Earnings on such amounts, shall be returned on the
basis of the amount of contributions by or on behalf of Participants and as
provided in Sections 401(k)(8)(C) and 401(m)(6)(C) of the Code for the years
beginning after December 31, 1996.
3.6 Delivery of Contribution to Trustee.
a. After-Tax Contributions and Loan Payments. As soon as practicable after
each pay period but in any event not later than 15 days after the month of
payment of Salary for such period, the Company shall pay to the Trustee (a) the
After-Tax Contributions for such period, (b) the amounts of payments by
Participants with respect to loans and interest thereon pursuant to Article VI
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 Participants, and
the Trustee shall hold, invest and dispose of the same as provided in the Plan
and Trust Agreements.
b. Company Contributions. The Company shall, from time to time, pay to the
Trustee such amounts as are required under the provisions of the Plan to fund
Pre-Tax Contributions and Company Matching Contributions. Company contributions
may be paid to the Trustee in one or more installments at any time on or after
the first day of the Plan Year in which such contributions are properly
allocable under Article III of the Plan, provided that sufficient contributions
have been paid or delivered to fund periodic allocations as they are credited
pursuant to Sections 3.1(b) and 3.1(c). In no event shall Company contributions
allocable under Section 3.1(b) be paid or delivered later than the time the
corresponding
<PAGE>
reduction in the Participants' compensation would be considered to be assets of
the Plan under U.S. Department of Labor Regulation section 2510.3-102.
Company contributions that are not immediately allocable under the Plan
shall be invested separately and such amounts, adjusted for any gains, losses,
income and deductions, shall be applied to reduce Company contributions
otherwise required under the Plan. A Participant shall not have any interest in
or right or power in respect of Company contributions or Earnings thereon,
whether or not credited to his or her account, except as provided in the Plan.
In the event that amounts remain unallocated as of the end of any Plan Year,
such amounts shall be allocated in equal dollar amounts to the accounts of all
active Participants that are non-highly compensated employees employed on the
last day of such Plan Year as qualified nonelective contributions within the
meaning of section 401(m) of the Code.
If all or part of the Company's deductions under Section 404 for Company
Matching Contributions are disallowed by the Internal Revenue Service, the
portion of the contributions to which such disallowance applies shall be
returned to the Company without interest within one year of such disallowance.
The Company may recover, without interest, the amount of any contribution made
on account of mistake of fact, provided that such recovery is made within one
year after the date of such contribution. Any recovery by the Company of Company
contributions to the Plan shall not exceed the value at the time of recovery of
assets acquired with the Company contributions and with Earnings thereon.
III-11
3.7 Participant's Rights Not Transferable.
Except to the extent permitted by Sections 401(a)(13) and 414(p) of the
Code, no right or interest of any Participant or beneficiary of a Participant
under the Plan or in his or her Account shall be assignable or transferable, in
whole or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment, pledge or in any
other manner, except in accord with provisions of a qualified domestic relations
order as defined by Section 206(d) of ERISA and Section 414(p) of the Code 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 Participant or beneficiary of a Participant under the Plan or in his or her
Account shall be liable for, or subject to, any obligation or liability of such
Participant or beneficiary of a Participant.
<PAGE>
III-12
<PAGE>
ARTICLE IV
----------
Investment Elections
--------------------
4.1 Participant's Election As to Investment of Funds. A Participant's
After-Tax Contributions and Pre-Tax Contributions each shall be invested as the
Participant shall elect with respect to each in one or more of the Ford Stock
Fund, the Associates Stock Fund (through but not after March 2, 1998), the
Common Stock Fund, the Bond Fund, the Interest Income Fund, the Income Fund (for
contributions made prior to January 1, 1996), 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 in such minimum percentage of the contribution as
is from time to time specified by the Administration Committee, and
contributions in excess of the minimum shall be made in increments of one
percent. 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 or Participant upon request of such Employee
or Participant.
A Participant's initial investment election hereunder shall be stated in
his or her notice of election to participate or Salary Reduction Agreement. Each
investment election hereunder shall remain in effect until changed by the
Participant, and may be changed effective for any pay period in respect of
After-Tax Contributions or Pre-Tax Contributions made after providing a notice
in such form and in such manner and at such time as the Administration Committee
shall specify. Performance Bonus Plan distributions and FCA Dollars and Bonus
Flexdollars from the Flexible Benefits Plan of the Company that Participants
elect to have contributed to the Plan shall be invested in accordance with a
Participant's election in effect at the time of contribution, or if the
Participant does not have in effect such an election with respect to Pre-Tax
Contribution, in accordance with the Participant's latest Pre-Tax Contribution
election or, in the absence of any such election, in the Interest Income Fund.
Company Matching Contributions shall be invested in the Ford Stock Fund.
Notwithstanding the foregoing provisions of this Section 4.1, at any time
following March 2, 1998, Participants shall not be allowed to invest additional
contributions of any type in the Associates Stock Fund, and an election, if any,
to invest in the Associates Stock Fund shall be deemed an election to invest in
the Ford Stock Fund.
A Participant's investment election pursuant to this Section 4.1 and
pursuant to Section 4.2 hereof shall be transmitted to the party or parties from
time to time specified by the Administration Committee and communicated to
Participants, and such election may be transmitted in writing, by telephone, or
by other electronic means as the Administration Committee shall from time to
time determine. The party or parties specified by the Administration Committee
shall be responsible for complying with Participants' investment elections and
shall provide written confirmations of elections to Participants within a
reasonable
<PAGE>
time, as from time to time determined by the Administration Committee,
following the making of the election.
IV-1
4.2 Transfer of Assets to Other Investment Elections. Except as is provided
in subsections (c) and (d) of this Section 4.2, any Participant may elect, at
such times, in such manner, to such extent and with respect to such assets as
the Administration Committee from time to time may determine, to have the value
of all or part of the Participant's vested assets invested in any available
investment election under the Plan transferred and invested in any other
available investment election under the Plan; provided, however, that:
(a) a Participant may make one or more such transfer elections with
respect to his or her Accounts during each business day, except that
effective June 1, 2000, a Participant shall not be allowed to make
transfers into or out of the Ford Stock Fund more than five (5) times
in a given month, and this limitation applies regardless of the number
of transfers a Participant may have engaged in with respect to the
Ford Stock Fund in any previous month or months;
(b) a Participant may make 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 minimum percentage from time
to time specified by the Administration Committee or, if greater,
$250.00; provided that 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;
(c) all such transfer elections shall be subject to such other regulations
as the Administration 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; and
(d) after March 31, 2000, the Scudder International Bond Fund, previously
listed on Appendix A, shall no longer be offered as an investment
option. From April 1, 2000 through December 31, 2000, no assets may be
transferred into the Scudder International Bond Fund. On and after
April 1, 2000, elections to invest assets in the Scudder International
Bond Fund made prior to that date shall be treated as elections to
invest in the Interest Income Fund. During said period assets may be
transferred from the Scudder International Bond Fund into any other
available investment election under the Plan. All assets remaining in
<PAGE>
the Scudder International Bond Fund as of the close of the New York
Stock Exchange on December 31, 2000, shall be transferred into the
Interest Income Fund as soon as reasonably practicable thereafter.
IV-2
<PAGE>
ARTICLE V
---------
Vesting and Forfeiture of Assets Attributable to Company Matching Contributions
-------------------------------------------------------------------------------
5.1 Vesting.
(a) Pre-Tax Contributions and After-Tax Contributions. A Participant's
right to the assets attributable to After-Tax Contributions and Pre-Tax
Contributions is immediately nonforfeitable regardless of the Participant's age
and service. Assets attributable to Company Matching Contributions shall vest in
accordance with the following provisions of this paragraph for employees on the
active employment roll on or after October 1, 1995.
(b) Company Matching Contributions. Assets attributable to Company Matching
Contributions shall become nonforfeitable upon the occurrence of the earliest of
the following:
(i) attainment by the Participant of the normal retirement age of 65 as an
active employee or, if earlier, five years after the Participant's
original date of hire;
(ii) retirement of the Participant pursuant to the provisions of any
retirement plan maintained by the Company or a Subsidiary;
(iii) death of the Participant prior to termination of employment;
(iv) death or disability of a Participant who terminates employment with
the Company or a Participating Employer to enter military service and
is therefore unable to return to work with the Company or a
Participating Employer within the applicable reinstatement period; or
(v) election by a Participant in accordance with the provisions of Section
7.5 hereof to have the assets in such Participant's Account
transferred to the savings plan of a Subsidiary by which such
Participant is currently employed.
Notwithstanding the foregoing provisions of this Section 5.1, (1) a
Participant who has attained at least three (3) Vesting Years of Service under
the PRIMUS Automotive Financial Services, Inc. Prime Account as of the time such
Participant becomes a Participant shall at all times be fully vested in Company
Matching Contributions, (2) each Participant who, under the terms of the Plan in
effect on September 30, 1995, would at any time thereafter and prior to
termination of employment have become fully vested in Company Matching
Contributions pursuant to those terms shall be deemed fully vested on the
earlier to occur of the satisfaction of the vesting conditions in effect on
September 30, 1995, or the satisfaction of the vesting conditions that became
effective October 1, 1995, and (3) each Participant who is an Employee as of
December 31, 1997, and who is released to Marriott or AVI as a result of the
sale of cafeteria service business to those entities shall be fully vested in
his or her Company Matching
<PAGE>
Contributions Account on the day immediately preceding the date the individual
becomes employed by Marriott or AVI.
(c) Assets Transferred from Savings Plan of a Subsidiary. Assets
transferred to the Plan pursuant to Section 3.2 shall be nonforfeitable.
V-1
(d) Matching Contributions Attributable to PRIMUS Automotive Financial
Services, Inc. Notwithstanding the provisions of Section 5.1(b)(i), assets in a
Participant's Account attributable to matching contributions made by PRIMUS
Automotive Financial Services, Inc. under the PRIMUS Automotive Financial
Services, Inc. Prime Account ("Prime Account") shall vest in accordance with the
following schedule. For purposes of said schedule, service with PRIMUS
Automotive Financial Services, Inc. shall be treated as service with Ford Motor
Credit Company or any Affiliated Employer that is a member of the controlled
group of corporations (within the meaning of Sections 414(b) and (c) of the
Code) that includes the Company, and all Vesting Years of Service, including
fractions thereof, under the Prime Account shall be aggregated with service with
Ford Motor Credit Company (determined beginning with a Participant's date of
employment with Ford Motor Credit Company) or any Affiliated Employer that is a
member of the controlled group of corporations (within the meaning of Sections
414(b) and (c) of the Code) that includes the Company, such latter service to be
determined on the basis that 365 days of service equals a year of service, and
with fractional years of service to be determined on that basis.
Years of Service Vested Percentage
---------------- -----------------
1 0%
1 but less than 2 20%
2 but less than 3 50%
3 or more 100%
5.2 Forfeiture.
a. Termination of Employment. Assets attributable to Company Matching
Contributions shall be forfeited upon the termination of employment of the
Participant prior to the fifth anniversary of the Participant's original date of
hire without a return to work for any reason other than death, Retirement
pursuant to the provisions of any Retirement Plan maintained by the Company or a
Subsidiary, layoff, medical leave or release due to continued disability after
expiration of medical leave, regular employment by an Affiliated Employer, or
where the Participant shall be granted a military leave of absence, and either
(A) the Participant's employment subsequently is reinstated under then
applicable personnel policies of the employer or (B) within the period so
provided for reinstatement, the Participant either dies or becomes eligible for
Retirement pursuant to the provisions of any Retirement Plan.
b. Withdrawal of Assets. If a Participant is required to forfeit assets
attributable to Company Matching Contributions as a result of a withdrawal by
the
<PAGE>
Participant, then such Participant may subsequently elect to return such a
withdrawal to the Plan and have the assets attributable to Company Matching
Contributions restored to his or her Account as provided in Subsection 7.4(f)
hereof.
V-2
<PAGE>
ARTICLE VI
----------
Loans to Participants
---------------------
Subject to such regulations as the Administration Committee from time to
time may prescribe, a Participant 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) the cash value, at the time of any such loan, of the assets (except any
amount credited to such Participant's Income Fund subaccount) in his or her
Pre-Tax Contribution Account or After-Tax Contribution Account that are
attributable to Pre-Tax Contributions made on his or her behalf or to
After-Tax Contributions and that the Participant shall have designated to
be used to provide the amount of the loan;
(ii) fifty percent (50%) of the cash value of assets, at the time any such
loan is made, in his or her account but not more than $50,000; or
(iii) $50,000 reduced by the difference between such Participant'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 Participant's loan balance on the effective
date of such loan.
All such loans shall (i) be available to all Participants 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
(repayment of loans must be made not less frequently than quarterly), as the
Administration Committee from time to time may prescribe, provided, however,
that (a) the entire amount of any such loan and all amounts of related interest
must be repaid not later than 60 months (or, when permitted by law, such later
date as the Administration Committee may determine) after the month in which the
loan is effective and (b) repayments shall be made by a Participant from his or
her salary by payroll deductions or in such other manner as the Administration
Committee may prescribe. All such requirements shall be applicable on a uniform
and non-discriminatory basis to all Participants who may apply for such loans.
Amounts paid by a Participant, including interest payments, with respect to
any such loan shall be credited to a loan subaccount in such Participant's
Pre-Tax Contribution Account.
Loan repayments, including interest, on loans made before October 1, 1995
shall be invested in the Interest Income Fund until the Participant 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 Participant with respect to current
After-Tax or Pre-Tax Contributions or, in the absence of such election, in the
Interest Income Fund until the Participant elects to have such assets
transferred. Loan repayments, including interest, on loans made on or after
<PAGE>
October 1, 1995 will be allocated to After-Tax or Pre-Tax Contribution Accounts,
or both, from which loans were made and in the same proportion.
In the event of a default on a loan, the Participant's accrued benefit
under the Plan shall not be reduced until an otherwise permissible distributable
event occurs (e.g., attaining age 59 1/2, termination of employment).
VI-1
<PAGE>
ARTICLE VII
-----------
Withdrawals, Distributions and Transfers
----------------------------------------
7.1 Withdrawal by Participants of Assets Prior to Termination of
Employment.
(a) Pre-Tax Contributions. A Participant shall not be permitted to withdraw
prior to his or her termination of employment all or any portion of the assets
in the Participant's Pre-Tax Contribution Account attributable to Pre-Tax
Contributions; provided, however, that such withdrawal shall be permitted
subject to the conditions in Section 7.4 hereof (i) at any time after the
Participant shall have attained age 59-1/2 or (ii) prior to attaining age
59-1/2, if (a) the withdrawal is made on account of an immediate and heavy
financial need of the Participant and is necessary to satisfy such financial
need or (b) the requirements of safe harbors as provided in regulations
promulgated by the Internal Revenue Service are met; provided, however, that any
withdrawal on account of financial hardship cannot exceed the value of Pre-Tax
Contribution assets as of December 31, 1988 plus the dollar amount of Pre-Tax
Contributions made to the Account of the Participant thereafter, exclusive of
Earnings thereon, and provided, further, that in the event of any withdrawal by
a Participant prior to attaining age 59-1/2, such Participant shall not be
permitted to make contributions to the Plan for a period of 12 months succeeding
the date of any withdrawal of assets. The assets so withdrawn shall be delivered
to the Participant as soon as practicable after the effective date of the
withdrawal.
The following are the only financial needs that are considered immediate
and heavy under the Internal Revenue Service safe harbors referred to above: (1)
expenses incurred or necessary for medical care described in Code section
213(d), of the Participant, the Participant's spouse, or the Participant's
dependents; (2) the purchase (excluding mortgage payments) of a principal
residence of the Participant; (3) payment of tuition and related educational
fees for the next 12 months of post-secondary education for the Participant, the
Participant's spouse, children or dependents; or (4) the need to prevent the
eviction of the Participant from or a foreclosure on the mortgage of the
Participant's principal residence.
A hardship withdrawal is not necessary to the extent it exceeds the amount
necessary (including taxes) to relieve the need or to the extent that the need
may be satisfied from other resources reasonably available to the Participant.
(b) After-Tax Contributions. Subject to the conditions in Section 7.4
hereof, at any time or from time to time prior to termination of employment, a
Participant may withdraw all or part of the cash value of assets in his or her
After-Tax Account that are attributable to his or her After-Tax Contributions or
Earnings thereon; provided, however, that such Participant shall not be
permitted to make contributions to the Plan for a period of 12 months succeeding
the date of any withdrawal of assets on which Company Matching Contributions
were based if such withdrawal is made within two years following the end of the
year in which such contributions were made.
<PAGE>
(c) Company Matching Contributions. Subject to the conditions in Section
7.4, a Participant may withdraw all or part of the cash value of assets in his
or her Company Matching Contributions Account that are attributable to Company
Matching Contributions or Earnings thereon at any time and from time to time
prior to termination of employment to the extent such assets shall have vested
VII-1
pursuant to the provisions of Section 5.1 hereof; provided, however, that,
except in the case of a Participant who has attained age fifty-nine and
one-half, no such withdrawal shall be permitted for two years following the end
of the year in which Company Matching Contributions were made.
(d) Systematic Withdrawals of Pre-Tax Contributions, After-Tax
Contributions and Company Matching Contributions After Attainment of Age 59-l/2.
After attainment of age 59 1/2, a Participant, regardless of whether such
Participant has terminated employment, may elect to make a systematic withdrawal
of the cash value of assets in such Participant's account in monthly, quarterly,
semi-annual or annual installments over such period of time as the Participant
shall specify, as provided in Subsection 7.2(c) hereof for Participants who have
terminated employment.
(e) Pre-Tax Contributions, After-Tax Contributions and Company Matching
Contributions After Attainment of Age 70-l/2. After attainment of age 70 1/2, a
Participant, regardless of whether such Participant has terminated employment,
may elect to make a withdrawal of the cash value of assets in the Participant's
account over the life of the Participant or the joint lives of the Participant
and the Participant's beneficiary under the Plan (including the Participant's
spouse), as provided in Subsection 7.2(d) hereof for Participants who have
terminated employment.
(f) Assets Attributable to a Rollover into PRIMUS Automotive Financial
Services, Inc. Prime Account. A Participant may at any time and from time to
time withdraw all or any portion of the assets in the Participant's Account
attributable to a Rollover into the PRIMUS Automotive Financial Services, Inc.,
Prime Account.
7.2 Withdrawal by Participant of Assets at or After Termination of
Employment.
(a) General. Subject to the conditions in Section 7.4 , a Participant who
has terminated employment for any reason (whether voluntarily or by discharge,
with or without cause), may elect to make a withdrawal in any of the ways
provided for in (b), (c) or (d) of this Section.
(b) Ordinary Withdrawals. A Participant who has terminated employment may
elect to withdraw all or part of the cash value of assets in his or her
After-Tax Contribution Account and Pre-Tax Contribution Account and the cash
value of assets in his or her Company Matching Contribution Account to the
extent the same shall have vested as provided in Section 5.1 hereof. Such assets
shall be delivered to the Participant as soon as practicable after receipt of a
request
<PAGE>
for withdrawal made by the Participant at or after termination of
employment in such form and in such manner as the Administration Committee shall
specify. In the case of a Participant who has terminated employment, attained
age sixty-five (65), and requested a distribution of the cash value of the
assets in his or her Accounts that are vested, provided that the request for
distribution is received by the end of the Plan Year in which the Participant
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 Participant attains age
sixty-five (65).
(c) Systematic Withdrawals. A Participant who has terminated employment may
elect a systematic withdrawal of the cash value of assets in such Participant's
Account in monthly, quarterly, semi-annual or annual installments over such
period of time as the Participant shall specify. Each such installment shall be
VII-2
paid in an amount equal to the cash value of assets in such Participant's
Account on 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 Participant. For purposes
of this subsection 7.2(c), the term "effective date" shall mean the date an
installment is debited from a Participant's Account. The cash value of each such
installment in a systematic withdrawal shall be withdrawn on the effective date
of the installment proportionately from each of the investments which the
Participant has elected under the Plan as of the effective date. The
Administration Committee shall establish the effective date or dates for
systematic withdrawal payments, which may be a uniform monthly date for all such
payments, and shall communicate such date or dates to Participants. Systematic
withdrawals shall be made and in such manner subject to such requirements as the
Administration Committee shall determine. In the event that the systematic
withdrawals specified by the Participant do not meet the minimum distribution
requirements beginning at age seventy and one half (70 1/2) under section
401(a)(9) of the Code as specified in Section 7.3 hereof, then such additional
amounts shall be distributed in accordance with the provisions of Section 7.3
hereof as necessary to satisfy such minimum distribution requirements.
(d) Withdrawals Over Life Expectancy. A Participant who has terminated
employment and who has attained age seventy and one-half (70 1/2) may elect
withdrawal of the cash value of assets in the Participant's Account over the
life of the Participant or the lives of the Participant and the Participant's
beneficiary under the Plan (including the Participant's spouse) in accordance
with Section 401(a)(9) of the Code and with regulations prescribed by the
Secretary of the Treasury thereunder and subject to such regulations as the
Administration Committee may prescribe. Such election may be made by
Participants who have terminated employment to have such distribution made in
lieu of distribution over a period of 15 years as provided in Section 7.3
hereof.
7.3 Mandatory Distributions.
(a) General. Distribution by the Plan of all assets in a Participant's
Account, including assets attributable to Company Matching Contributions to the
<PAGE>
extent such assets shall have vested, shall be governed by the provisions of
(b), (c), (d) and (e) of this Section.
(b) Termination of Employment. In the case of a Participant who has
terminated employment for any reason (whether voluntary or by discharge, with or
without cause) and who qualifies for but has not elected a distribution pursuant
to Subsection 7.2(d)that satisfies the requirements of Section 401(a)(9) of the
Code, notwithstanding any other provision of this Plan (other than the
immediately following sentence), the distribution of the cash value of assets in
his or her After-Tax Contributions Account and Pre-Tax Contribution Account and
the cash value of assets in his or her Company Matching Contribution Account to
the extent the same shall have vested as provided in Section 5.1 hereof, shall
in the case of a Participant who attains age 70 1/2 on or after January 1, 1988,
begin not later than April 1 of the calendar year following the calendar year in
which the Participant attains age seventy and one-half (70-1/2) and shall be
made over a period of fifteen (15) years (15 years is a period certain not
extending beyond the joint life and last survivor expectancy of the Participant
and the Participant's designated beneficiary). Notwithstanding the immediately
preceding
VII-3
sentence, a Participant described therein may at anytime elect a
distribution under Section 7.2 hereof. All distributions made with respect to a
Participant who has attained age 70-l/2 shall be made in accordance with the
regulations prescribed by the Secretary of the Treasury under Section 401(a)(9)
of the Code, including the minimum distribution incidental benefit requirements
of Prop.
Treas. Reg. Section 1.401(a)(9)-2, and subject to such regulations as the
Administration Committee may prescribe. In the case of a Participant who has
attained age sixty-five (65), distribution shall be made no later than the 60th
day after the close of the year in which the Participant attains age sixty-five
(65). Notwithstanding the immediately preceding sentence, the following shall
apply in the event the Plan receives a favorable Internal Revenue Service
determination letter regarding amendments dated November 25, 1997. In the case
of a member who has terminated employment and attains age sixty-five (65),
distribution of the value of the assets in his or her accounts that are vested
shall be made no later than the 60th day after the close of the Plan Year in
which such Participant attains age sixty-five (65); provided that in any such
case no distribution shall commence until the Participant files a request for
benefits.
If the Participant's Account was established on or after October 1, 1995
and the value of the Participant's Account is less than $3,500 (determined
within 90 days after termination of employment) and was less than $3,500 on the
effective date of any prior withdrawal or distribution from such Participant's
Account, the cash value of assets in such Participant's Account shall be
distributed as soon as practicable.
<PAGE>
If any loan is in default as of the end of any year, the entire balance of
such loan shall be treated as a distribution under the Plan as of the end of
such year.
(c) Attainment of Age 70-l/2 by an Employee Who Has Not Terminated
Employment. In the case of a Participant who has attained age seventy and
one-half (70-1/2) on or after January 1, 1988 and prior to January 1, 1997 and
who has not terminated employment, and in the case of any Participant who is a
5-percent owner (within the meaning of Code Section 416) with respect to the
Plan Year in which the Participant attains age 70-1/2) and has not terminated
employment, 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 Participant attains age seventy and one-half (70-1/2) and shall be
made over a period of fifteen (15) years (15 years is a period certain not
extending beyond the joint life and last survivor expectancy of the Participant
and the Participant's designated beneficiary); upon termination of such
Participant's employment, the assets remaining in the Participant's Account
shall be distributed. If a distribution commences under this Section 7.3 while
the Participant is employed, such distribution is not discontinued as provided
in the last sentence of this subparagraph, and the Participant dies while still
employed, the assets remaining in the Participant's Account shall be immediately
distributed to the Participant's beneficiary (other than the Participant's
surviving spouse) as provided in Subsection 7.3(e). Such distribution shall be
made in accordance with the regulations prescribed by the Secretary of the
Treasury under Section 401(a)(9)of the Code, including the minimum distribution
incidental benefit requirements of Prop. Treas. Reg. Section 1.401(a)(9)-2, and
subject to such regulations as the Committee may prescribe.
VII-4
Distributions to active Employees who were not 5-percent owners with
respect to the Plan Year in which they attained age seventy and one half (70
1/2) prior to January 1, 1997 may be discontinued by such Employee effective
beginning with distributions that would otherwise be required to be made for the
1997 plan year.
(d) Dividends on Stock in the Ford Stock Fund and Associates Stock Fund.
Commencing, in the case of the Ford Stock Fund, with the dividend payable for
the third quarter of 1996, 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 Participants who
have assets in the Ford Stock Fund on the dividend record date and do not reject
such distribution. Commencing, in the case of the Associates Stock Fund, with
the first dividend after April 1, 1997, and ceasing as of March 3, 1998, all or
a portion of cash dividends paid on shares of Associates Stock in the Associates
Stock Fund shall be distributed proportionately to Participants who have assets
invested in the Associates Stock Fund on the dividend record date and do not
reject such distribution. The amount of such dividends that shall be distributed
to Participants who do not reject distribution shall equal the lesser of (i) the
total of such cash dividends, or (ii) the total amount of cash dividends paid on
all shares held in the Ford Stock Fund or Associates Stock Fund, as appropriate,
multiplied by the ratio of the number of Ford Stock Fund Units or Associates
Stock Fund Units, as appropriate, in the Accounts of Participants who do not
<PAGE>
reject such distribution to the number of Ford Stock Fund Units or Associates
Stock Fund Units, as appropriate, in the Accounts of all Participants, such
determination to be made as of the dividend record date. The amount of such cash
dividends that shall be distributed to each Participant who has not rejected
such distribution shall be equal to the total amount of cash dividends to be
distributed multiplied by the ratio of the number of Ford Stock Fund Units or
Associates Stock Fund Units, as appropriate, in the Account of such Participant
to the total number of Ford Stock Fund Units or Associates Stock Fund Units, as
appropriate, in the Accounts of all Participants who have not rejected such
distribution, all determined as of the close of the New York Stock Exchange on
the record date for the dividend.
The Administration Committee shall from time to time determine the manner
in which Participants shall be provided an opportunity to reject distribution of
Company Stock and Associates Stock dividends or to change a prior election with
respect to distribution. For administrative efficiency, the Committee may
require Participants who elect to reject a distribution of dividends on either
Company Stock or Associates Stock to reject a distribution of dividends on both
Company Stock and Associates Stock.
Distribution of such dividends shall be made as soon as practicable after
receipt of such dividends by the Trustee.
(e) Death of a Participant. In the event of the death of a Participant, any
of the cash value of assets in his or her Account or Accounts under the Plan in
respect of which the Participant shall have designated or be deemed pursuant to
Article XIV to have designated one or more beneficiaries hereunder shall be
delivered to such beneficiaries who shall survive the Participant in accordance
with such designation or deemed designation (to the extent effective and
enforceable at the time of the Participant's death) and the provisions of the
Plan, subject to subsection 7.4(j) and such regulations as the Administration
Committee from time to time may prescribe, provided, however, that if the
Trustee or the Administration Committee shall be in doubt as to the right of any
such
VII-5
beneficiary to receive the cash value of any of such assets, the Trustee may
deliver the same to the estate of the Participant, in which case the
Trustee, the several Participating Companies, the Administration 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 Participant, the cash value of assets in his or her Account or
Accounts under the Plan shall be delivered to his or her estate. Except as is
provided in the immediately following sentence of this Subsection, in the event
of death of a Participant, distribution of the Participant's Account shall be
made to such Participant's beneficiary or beneficiaries (or estate, if there are
no beneficiaries), hereunder as soon as practicable after notice of such
Participant's death is received by the Company, and the foregoing shall apply
notwithstanding any withdrawal or distribution election in effect at time of the
death of a Participant. Notwithstanding the provisions of the immediately
preceding sentence, effective September 1, 1998, or as soon as is
<PAGE>
administratively feasible thereafter, (a) if a Participant's beneficiary is the
Participant's surviving spouse, if the Participant elected a distribution
schedule which had commenced by the Participant's date of death, the
Participant'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 Participant's Account had not commenced as of the
Participant's date of death, the surviving spouse shall, for purposes of the
distribution requirements and options under the Plan, be deemed a Participant;
except that the surviving spouse shall be deemed to attain age seventy and
one-half (70-1/2) on the date the Participant would have attained such age.
7.4 Conditions Applicable to Withdrawals and Distributions.
(a) Effective Date of Withdrawal. Except as is provided in Section 7.2(c)
for systematic withdrawals, each withdrawal shall be made as of any business day
(the last business day of any week if withdrawal includes assets from the Income
Fund), upon the Participant's request provided in such form and in such manner
and at such time as the Administration Committee shall specify. The assets being
withdrawn shall be delivered to the Participant as soon as practicable after the
effective date of the withdrawal.
(b) Assets Delivered. Upon and in accordance with a Participant's request
for a withdrawal permitted under the Plan, there shall be delivered to the
Participant the assets in his or her After-Tax Contributions Account which are
attributable to his or her After-Tax Contributions or Earnings thereon, or in
his or her Pre-Tax Contribution Account which are attributable to his or her
Pre-Tax Contributions or Earnings thereon, or in his or her Company Matching
Contributions Account. To the extent that any amounts of assets in his or her
Company Matching Contributions Account were credited in respect of such
After-Tax Contributions or Pre-Tax Contributions, the same not being vested
shall be forfeited and shall be applied as provided in Article X hereof.
(c) Distribution and Delivery. Each distribution shall be made as of the
close of a business day (the last business day of any week if distribution
includes assets from the Income Fund) and the assets being distributed shall be
delivered to the Participant as soon as practicable after the effective date of
the distribution.
VII-6
(d) Form of Distribution from Ford Stock Fund and Associates Stock Fund.
(i) Whole Shares. Subject to the provisions of Section 9.2 hereof, and
subject to such regulations as the Administration Committee from time
to time may prescribe, a Participant requesting a withdrawal or
<PAGE>
required to receive a distribution may direct the Trustee to make
distribution of the cash value of assets invested in the Ford Stock
Fund or in the Associates Stock Fund in the form of whole shares of
Company Stock or Associates Stock, as appropriate, and cash for any
fraction of a share, such withdrawal or distribution to be based on a
price per share equal to the market value of Company Stock or
Associate Stock at the close of the New York Stock Exchange on the
effective date of the withdrawal or distribution. The Participant so
directing the Trustee shall pay all applicable transfer taxes incident
to the withdrawal or distribution of such shares by the Trustee, and
the amount thereof may be deducted from the payment made by the
Trustee to the Participant. Notwithstanding the foregoing provisions
of this paragraph, after December 31, 1999, distributions of
Associates Stock shall be made only if and to the extent required by
the provisions of Section 411(d)(6) of the Code.
(ii) Fractional Interest. Any fractional interest in a share of Company
Stock or Associates 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.
(e) Forfeiture. In the case of a distribution of assets pursuant to
Subsection 3.4(e)(5) hereof that is made from a Participant's After-Tax
Contribution Account or Pre-Tax Contribution Account, to the extent that any
portion of assets in the Participant's Company Matching Contributions Account
had been credited in respect of the Employee's After-Tax or Pre-Tax
Contributions to which such assets are attributable, the same not being vested
shall be forfeited and shall be applied as provided in Article X hereof.
(f) Redeposits. If a Participant makes a withdrawal from his or her
After-Tax Contributions Account or Pre-Tax Contributions Account pursuant to the
provisions of Section 7.1 or 7.2 hereof and prior to the date on which related
Company Matching Contributions and Earnings thereon have vested as determined
pursuant to the provisions of Section 5.1 hereof, such Participant may
subsequently elect to return to the Plan in a lump sum in cash the value as of
the effective date of withdrawal of the assets and cash delivered pursuant to
Section 7.l or 7.2 hereof and thereby have restored to his or her Company
Matching Contributions Account assets and cash having a value equal to the
value, as of the effective date of withdrawal, of the assets attributable to
Company Matching Contributions or Earnings thereon that had been forfeited. Any
such return shall be made not later than the end of the five-year period
beginning with the effective date of withdrawal or, if the Participant ceases to
be employed by a Participating Employer, not later than the end of a period of
five
VII-7
consecutive Plan Years, beginning with the Plan Year in which the termination
of employment occurred, during which the Participant is not employed on the
last day
<PAGE>
of each Plan Year. For purposes of determining whether a Participant has not
been employed for five consecutive Plan Years, any year in which the
Participant Years, any year in which the Participant is absent on the last day
of the year by reason of pregnancy of the Participant, birth of a child of the
Participant, placement of a child with the Participant in connection with the
adoption of such child by such Participant, or for purposes of child care
immediately following such birth or placement shall be disregarded. Termination
of employment for purposes of this Subsection 7.4(f) shall mean, in the case of
a Participant who is laid off because of a reduction in force, the later of the
date on which such layoff begins or the effective date of withdrawal pursuant to
the provisions of Section 7.1 or 7.2 hereof by such Participant.
If any such return is made on or before December 31 of the year in which
the effective date of withdrawal occurs, the cash value of the amount so
returned or so restored shall be included in the Plan Year from which the
withdrawal was made and if made after such December 31, in the Plan Year which
succeeds the Plan Year from which withdrawal was made by one year for each
December 31 that occurs on or after the effective date of the withdrawal and
prior to the date of such return.
The amount of cash so returned and any assets acquired therewith shall be
treated as After-Tax Contributions for purposes of determining the extent to
which assets attributable to Company Matching Contributions or Earnings thereon
have vested pursuant to Section 5.1 hereof, subsequent distributions or
withdrawals pursuant to Section 7.1 or 7.2 hereof, reporting to Participants
pursuant to Subsection 10.7(a) hereof and voting of Company Stock pursuant to
Section 9.3 hereof. The assets so restored shall be treated as attributable to
Company Matching Contributions for all purposes of the Plan.
The cash so returned shall be invested in the available investment
elections as elected by the Participant.
Upon such return, the restored assets shall vest and shall continue to vest
as provided in Section 5.1.
(g) Direct Rollovers.
1. This section applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Participant's election under this
part, a Participant may elect, at the time and in the manner
prescribed by the Administration Committee, to have any portion
of an eligible rollover distribution that is equal to at least
$500 paid directly to an eligible retirement plan specified by
the Participant in a direct rollover.
2. Eligible rollover distribution: An eligible rollover distribution
is any withdrawal or distribution of all or any portion of the
balance to the credit of the Participant, except that an eligible
rollover distribution does not include any distribution that is
one of a series of substantially equal
<PAGE>
periodic payments (not less frequently than annually) made for
VII-8
<PAGE>
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and
distributee's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and
the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); and
any other distribution(s) that is reasonably expected to total
less than $200 during a year.
3. Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in Section 404(a)
of the Code, or a qualified plan described in Section 401(a) of
the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover
distribution with respect to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
4. Direct Rollover: A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the distributee.
(h) Reduction for Loans. For purposes of any distribution of assets in a
Participant's Account pursuant to Section 7.3 hereof, the cash value of assets
in the Participant's Account shall be reduced by the balance of any loan made to
such Participant as provided in Article VI hereof and interest thereon that is
unpaid at the effective date of such distribution.
(i) Assets Held for Benefit of Alternate Payee. Assets held for the benefit
of an alternate payee pursuant to a qualified domestic relations order as
defined by Section 414(p) of the Code and Section 206(d) of ERISA shall be
distributed prior to the date on which assets would be distributed to a
Participant if such order so requires; provided that such order requires
distribution of all assets held for the benefit of such alternate payee.
(j) Amounts Payable to Incompetents or Minors. If the Administration
Committee shall find that any person to whom any payment is payable from the
Plan is unable to care for his 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 of such person, or to a trust for the benefit of
such person, or to a conservator approved by a court for the benefit of such
person (when such conservator is supervised or required to provide periodic
accountings to the court or agency of the court), or to any person deemed by the
Administration 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 Administration Committee may make distributions on behalf of minors to
parties it
<PAGE>
deems appropriate under any Uniform Transfer to Minors Act. Any such payment
shall be a complete discharge of the liabilities of the Plan therefor.
(k) Forfeiture Upon Inability to Locate or Identify Participant or
Beneficiary. In the event that distribution to a Participant or his or her
beneficiary or beneficiaries cannot be made because the identity or location of
VII-9
such Participant or such beneficiary or beneficiaries cannot be determined after
reasonable efforts, and if the assets in such Participant's Account for that
reason remain undistributed for a period of one year, the Administration
Committee may direct that the assets in such Participant's Account and all
further benefits with respect to such person shall be forfeited and all
liability for the payment thereof shall terminate; provided, however, that in
the event that the identity or location of the Participant or beneficiary is
subsequently determined, the value of the assets in such Participant'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 shall be determined as of the date of
the forfeiture.
(l) Termination of Employment. For purposes of Sections 7.1, 7.2 and 7.3
hereof, no termination of employment by a Participant shall be deemed to have
occurred in any instance
(i) where, not later than 30 days after the occurrence of an event
which in the absence of this provision would constitute a
termination of his or her employment hereunder, he or she becomes
regularly employed by an Affiliated Employer, or
(ii) where the Participant shall have been laid off due to a reduction
in force, or
(iii)where the Participant shall have been released due to the
Participant's continued disability, or
(iv) where the Participant shall have been granted a military leave of
absence, and either (A) the Participant's employment subsequently
is reinstated under then applicable personnel policies of the
employer or (B) within the period so provided for reinstatement,
the Participant either dies, becomes eligible for Retirement
pursuant to the provisions of any Retirement Plan, or
(v) where the Participant shall have become employed by a Subsidiary.
7.5 Transfer of Assets to Savings Plan of a Subsidiary by Which Participant
is Employed. Subject to such administrative requirements as the Administration
Committee shall from time to time establish and subject to acceptance by the
transferee plan, a Participant may elect to have transferred from the Plan all,
but not less than all, amounts, either in the form of cash, Ford Stock, or,
prior
<PAGE>
to March 3, 1998, Associates Stock, in such Participant's Accounts under the
Plan to a defined contribution plan (within the meaning of Section 414(i) of
the Code) of a Subsidiary where such Participant is employed at the time of
transfer; provided that such plan imposes limitations on the distribution of the
Partici- pant's Pre-Tax Contributions that are at least as restrictive as the
restrictions of Section 7.1(a) hereof of this Plan. Any nonvested assets in the
transferred Employee's Account under the Plan shall be fully vested upon
transfer of a Parti- cipant to a subsidiary and election by the Employee to have
amounts in the Participant's Accounts under the Plan transferred to a defined
contribution plan of such Subsidiary. Such an election may be made within a
period of one year following transfer of employment or, if later, September 30,
1995.
VII-10
ARTICLE VIII
------------
Investment Options
------------------
8.1 Ford Stock Fund. The Trustee shall establish and administer the Ford
Stock Fund in accordance with the following:
(a) Investments.
For each Participant who elects pursuant to Section 4.1 hereof to
have contributions invested in the Ford Stock Fund or for whom a
transfer is made to the Ford Stock Fund as provided in Section
4.2 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.
The Ford Stock Fund shall be invested primarily in shares of
Company Stock; a small portion of the Fund shall be invested in
cash or cash equivalent or other short-term investments to
provide liquidity for daily activity. It is expected that about
one to two percent of the total assets in the Fund will be held
in cash or cash equivalent or other 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.
Participants 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
<PAGE>
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
Participants as of each valuation date.
(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
Adminis-tration 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
VIII-1
Unit Price. Thereafter, the Ford Stock Fund Unit Price shall be
redetermined as of the close of the New York Stock Exchange on
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
Participants' 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.
(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
<PAGE>
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.
(iii)Ford Stock Fund Units credited to Participants' Accounts
with respect to 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 or as
soon thereafter as is practicable. 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) Except as is otherwise provided in directions from the
Company, or dictated by the Trustee's trust accounting
conventions, 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 Participants or may be withdrawn by Participants
VIII-2
only in accordance with Sections 7.1, 7.2 and 7.3 hereof. All
distributions and withdrawals shall be in cash, except that a
Participant 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) No Commission.
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>
8.2. Associates Stock Fund. Effective April 1, 1997, the Trustee shall
establish and through December 31, 1999, shall administer the Associates Stock
Fund in accordance with the following:
(a) Investments. For each Participant who elects pursuant to Section
4.1 hereof to have contributions invested in the Associates Stock
Fund or for whom a transfer is made to the Associates Stock Fund
as provided in Section 4.2 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 Associates
Stock; a small portion shall be invested in short-term
investments to provide liquidity for daily activity. It is
expected that about one or 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 Associates 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 Associates Stock Fund.
(b) Associates Stock Fund Units. Participants shall have no ownership
in any particular asset of the Associates Stock Fund. The Trustee
shall be the sole owner of all Associates Stock Fund assets.
Proportionate interests in the Associates Stock Fund shall be
expressed in Associates Stock Fund Units. All Associates Stock
fund Units shall be of equal value and no
VIII-3
Associates Stock Fund Unit shall have priority or preference over
any other. Associates Stock Fund Units shall be credited by the
Trustee to Accounts of Participants as of each valuation date.
(c) Associates Stock Fund Unit Prices. The term "Associates Stock
Fund Unit Price," as used herein, shall mean the value in money
of an individual Associates Stock Fund Unit expressed to the
nearest cent. The Associates Stock Fund Unit Price as of April 1,
1997 was $10.00, as established by the Administration Committee.
Thereafter, the Associates Stock Fund Unit Price has been and
shall be redetermined at the end of each business day that is a
trading day of the New York Stock Exchange. The Associates Stock
Fund Unit Price for each such business day shall
<PAGE>
be determined by dividing the net asset value of the Associate
Stock Fund on such business day by the number of Associates Stock
Fund Units outstanding on such business day. Associates Stock
Fund Unit Prices shall be determined before giving effect to any
distribution or withdrawal and before crediting contributions to
Participants' Accounts effective as of any such business day. Net
asset value of the Associates Stock Fund shall be computed as
follows:
(i) Associates 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.
(ii) All other assets of the Associates 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.
(iii)Associates Stock Fund Units credited to Participants'
Accounts with respect to Pre-Tax Contributions made during
any month shall be credited at the Associates Stock Fund
Unit Price determined as of the close of business on the day
that such contributions are received by the Trustee or as
soon thereafter as is practicable. Associates Stock Fund
Units withdrawn or distributed shall be valued at the
Associates Stock Fund Unit Price at the close of business on
the day coinciding with the effective date of such
withdrawal or distribution.
VIII-4
(iv) Except as is otherwise provided in directions from the
Company, or dictated by the Trustee's trust accounting
conventions, investment transactions, income and any
expenses chargeable to the Associates Stock Fund will be
accounted for on an accrual basis.
<PAGE>
(d) Distribution and Withdrawal from Associates Stock Fund. The cash
value of assets in the Associates Stock Fund shall be distributed
to Participants or may be withdrawn by Participants only in
accordance with Sections 7.l, 7.2 and 7.3 hereof. All
distributions and withdrawals shall be in cash, except that a
Participant making a withdrawal or receiving a distribution may
direct the Trustee to make such withdrawal or distribution in the
form of whole shares of Associates 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 Associates Stock fund may
be registered in the name of the Trustee or its nominee.
(f) Cessation of Associates Stock Fund. The Associates Stock Fund
shall cease to operate and shall cease to be an investment
election under the Plan at the close of the New York Stock
Exchange on December 31, 1999, and all assets remaining in the
Associate Stock Fund as of the close of the Exchange on such day
shall be transferred to and converted into investments in the
Ford Stock Fund as soon thereafter as is practicable. The
Trustee, upon written directions from the Secretary or Vice
President and Treasurer of the Company, shall convert the assets
in the Associates Stock Fund into cash or cash equivalent or
other short-term investments in an orderly manner in anticipation
of such transfer to the Ford Stock Fund.
8.3 Nondisclosure Requirements. The Trustee shall agree that all
information concerning a Participant's investment in the Ford Stock Fund or
Associates Stock Fund, exchanges in or out of the funds, or the voting of shares
of stock represented by a Participant's proportionate interest in the funds
shall not be disclosed to any party except to the extent necessary to administer
the Plan. The Administration 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 what extent disclosure shall be
necessary in administering the Plan.
8.4 Common Stock Fund. The Trustee shall establish and administer the
Common Stock Fund in accordance with the following:
(a) Investments. For each Participant who elects pursuant to Section
4.1 hereof to have Contributions invested in the Common Stock
Fund or for whom a transfer is made to the Common Stock Fund as
provided in Section 4.2 hereof, the Trustee shall invest the sums
VIII-5
so to be invested or transferred in accordance with instructions
<PAGE>
of a person, company, corporation or other organization appointed
by the Company. The Trustee may be appointed for such purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and yield
performance of the publicly traded Company Stocks (i) of the 500
corporations included in Standard and Poor's 500 Index and (ii)
of the corporations having capitalizations of at least $100
million as publicly reported from time to time and not included
in the Standard and Poor's 500 Index. Assets shall be invested in
the Company Stock of each of such corporations in the same
percentage weighting as the capitalization of such corporation is
as a percentage of the total of the capitalizations of all of
such corporations.
Investments of all or a portion of Common Stock Fund assets may
be made in any common, collective or commingled fund when, in the
opinion of the Trustee, such investments are consistent with the
objective of the Common Stock Fund. A portion of the funds of the
Common Stock Fund may be held in cash or invested in short-term
obligations when deemed advisable by the Trustee. Securities may
be sold without regard to the length of time they have been held.
A different market index of publicly traded Company Stocks may be
selected by the Company for investments of Common Stock Fund
assets in the event Standard and Poor's Corporation discontinues
its 500 Index or for other reasons.
(b) Common Stock Fund Units. Participants 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 Participants as of each
valuation date.
(c) Common Stock Fund Unit Prices. The term "Common Stock Fund Unit
Price," as used herein, shall mean the value in money of an
individual Common Stock Fund Unit expressed to the nearest cent.
The Common Stock Fund Unit Price as of March 31, 1986 was $10.
Thereafter, the Common Stock Fund Unit Price has been and shall
be redetermined each 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
<PAGE>
crediting contributions to Participants' Accounts effective as of
any such business day. Net asset value of the Common Stock Fund
shall be computed as follows:
VIII-6
(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.
(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 Participants' Accounts
with respect to After-Tax Contributions or Pre-Tax
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 contributions are received by the
Trustee or as soon thereafter as is practicable. Common
Stock Fund Units withdrawn or distributed shall be valued at
the Common Stock Fund Unit Price at the close of business on
the effective date of such withdrawal or distribution.
<PAGE>
(v) Investment transactions, income and any expenses chargeable
to the Common Stock Fund will be accounted for on an accrual
basis.
(d) Distribution and Withdrawal From Common Stock Fund. The cash value of
assets in the Common Stock Fund shall be distributed to Participants
or may be withdrawn by Participants only in accordance with Sections
7.1, 7.2 and 7.3 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.
VIII-7
(f) Registered Name. Securities held in the Common Stock Fund may be
registered in the name of the Trustee or its nominee.
8.5 Bond Fund. The Trustee shall establish and administer the Bond Fund in
accordance with the following:
(a) Investments. For each Participant who elects pursuant to Section 4.1
hereof to have Contributions invested in the Bond Fund or for whom a
transfer is made to the Bond Fund as provided in Section 4.2 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 Bond Index (the "Lehman Aggregate
Index"). Assets shall be invested in a portfolio of Treasury notes
and bonds, corporate notes and bonds and mortgage-backed securities
and other securities that, in the aggregate, typify the securities
that are included in the Lehman Aggregate Index.
Investments of all or a portion of Bond Fund assets may be made in any
common, collective or commingled fund maintained by the Trustee or the
person, company, corporation or other organization appointed by the
Company to manage all or a portion of the Bond Fund when, in the
opinion of the Trustee or the person, company, corporation or other
organization appointed by the Company to manage all or a portion of
the Bond Fund, such investments are consistent with the objective of
the Bond Fund. To the extent that assets are so invested, they shall
be subject to the terms and conditions of the Declaration of Trust of
such common, collective or commingled fund, as amended from time to
time. A portion of the funds of the Bond Fund may be held in cash or
invested
<PAGE>
in short-term obligations when deemed advisable by the Trustee.
Securities may be sold without regard to the length of time they have
been held. A different market index of publicly traded fixed income
securities may be selected by the Company for investments of Bond Fund
assets in the event the Lehman Aggregate Index is discontinued or for
other reasons.
(b) Bond Fund Units. Participants 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 Participants 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
VIII-8
1, 1993 was $10. Thereafter, the Bond Fund Unit Price has been and
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 Participants' accounts effective as
of any such business day. Net asset value of the Bond Fund shall be
computed as follows:
(i) All assets of the Bond Fund, including any interest in a common,
collective or commingled fund, shall be valued at the fair market
value as of the close of business on the valuation date. Fair
market value shall be determined by the Trustee in the reasonable
exercise of its discretion, taking into account values supplied
by a generally accepted pricing or quotation service or
quotations furnished by one or more reputable sources, such as
securities dealers, brokers, or investment bankers, values of
comparable property, appraisals or other relevant information
and, in the case of a common, collective or commingled fund, fair
market value shall be the unit value of such fund for a date the
same as the valuation date, or as close thereto as practicable.
(ii) Bond Fund Units credited to Participants' Accounts with respect
to After-Tax Contributions or Pre-Tax Contributions made during
any month shall be credited at the Bond Fund Unit Price
<PAGE>
determined as of the close of business on the day that such
contributions are received by the Trustee or as soon thereafter
as is practicable. Bond Fund Units withdrawn or distributed shall
be valued at the Bond Fund Unit Price at the close of business on
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 Participants or may be
withdrawn by Participants only in accordance with Sections 7.1, 7.2
and 7.3 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.
8.6 Interest Income Fund.
The Trustee shall establish and manage the Interest Income Fund in
accordance with the following:
(a) Investments.
For each Participant who elects pursuant to Section 4.1 hereof to
have Contributions invested in the Interest Income Fund or
VIII-9
for whom a transfer is made as provided in Section 4.2 hereof,
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 Participant's investment does not fluctuate except for the
addition of interest credited to the Participant'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 contributions, and Earnings thereon,
received for the Accounts of Participants 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
<PAGE>
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.
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) Crediting of Interest.
The Trustee periodically shall credit to the appropriate Interest
Income Fund Accounts of Participants interest at the
VIII-10
rate declared prior to the commencement of each calendar year.
(c) Reduction in Fund Value. 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
Participants pursuant to the Plan), the Trustee shall reduce the
total amount credited to the Account of each Participant with
respect to the Interest Income Fund by a proportionate amount.
<PAGE>
(d) Distribution From Fund and Withdrawals from Interest Income Fund.
Cash credited to Participants' Accounts with respect to the
Interest Income Fund shall be distributed to Participants or may
be withdrawn by Participants only in accordance with Sections
7.1, 7.2 and 7.3 hereof. All distributions and withdrawals shall
be only in cash.
(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 Participants' Accounts effective as of any such
business day. The Value of the Interest Income Fund shall be
computed as follows:
(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.
VIII-11
8.7 Income Fund.
(a) Subaccounts. For each Participant who elected prior to January 1,
1996 pursuant to Section 4.1 hereof to have After-Tax
Contributions or Pre-Tax Contributions invested in the Income
<PAGE>
Fund or for whom a transfer was made prior to January 1, 1996 to
the Income Fund as provided in Section 4.2 hereof, the Trustee
established an Income Fund subaccount or subaccounts, which shall
continue to be parts of the Participant's Accounts under the
Plan, and credit to such subaccounts the sums transferred or
invested under such Participant's election or elections.
(b) Crediting Accounts. The Trustee periodically shall credit to the
appropriate Income Fund subaccount of such Participant
proportionate amounts of any increases in the total amount
credited to the account of the Trustee under the applicable
Income Fund Contract (other than increases due to payments by the
Trustee to the Income Fund Manager).
(c) Reduction in Fund Value. In the event that the total amount
credited at any time to the account of the Trustee under the
applicable Income Fund Contract is reduced for any reason (other
than by reason of payments by the Income Fund Manager to the
Trustee for distributions to or withdrawals by Participants
pursuant to the Plan), the Trustee shall reduce the total amount
credited to the subaccount or subaccounts of each Participant by
a proportionate amount.
(d) Distribution and Withdrawals from Income Fund. Cash credited to
Participants' subaccounts with respect to the Income Fund shall
be distributed to Participants or may be withdrawn by
Participants only in accordance with Sections 7.1, 7.2 and 7.3
hereof.
(e) Income Fund Contracts. The Company entered into one or more
Income Fund Contracts with one or more insurance companies or
other organizations for Participants electing the Income Fund
option provided in this Subsection 8.7.
8.8 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 Participant of the Plan
who requests such prospectus.
8.9 Investment of Dividends, Interest, Etc. Except as is provided in the
following paragraph of this Section 8.9, cash dividends, interest, and 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 same;
except that, commencing with respect to Company Stock with the dividend payable
in the third quarter of 1996, and commencing with the establishment of the
Associates Stock Fund but ceasing with respect to that Fund as of March 3, 1998,
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 and
VIII-12
<PAGE>
all of the cash dividends on the Associates Stock in the Associates Stock Fund
shall be distributed in accordance with the provisions of Subsection 7.3(d)
to Participants who have elected to invest in the Ford Stock Fund and/or
Associates Stock Fund, unless such Participants elect not to receive such
dividends.
Cash dividends on Company Stock in the Ford Stock Fund that are not distributed
to Participants shall be invested on behalf of the Participants entitled thereto
in the Ford Stock Fund through the purchase of additional Ford Stock Fund Units.
Until March 3, 1998, cash dividends on Associates Stock in the Associates Stock
Fund that are not distributed to Participants shall be invested on behalf of
the Participants entitled thereto in the Associates Stock Fund through the
purchase of additional Associates Stock Fund Units. Cash dividends paid on
Associates Stock in the Associates Stock Fund after March 2, 1998, shall be
invested on behalf of Participants who have investments in the Associates Stock
Fund in the Ford Stock Fund through the purchase of additional Ford Stock Fund
Units.
<PAGE>
VIII-13
<PAGE>
ARTICLE IX
----------
Trustee
-------
9.1 Appointment of Trustee. The Company, by action of its Vice President -
Human Resources, Vice President and Treasurer and Vice President - General
Counsel shall appoint one or more individuals or corporations to act as Trustee
under the Plan, and at any time may remove the Trustee and appoint a successor
Trustee. The Company may, without reference to or action by any Employee,
Participant or beneficiary or any other Participating Employer, 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.
9.2 Purchases of Securities by the Trustee. After-Tax Contributions,
Pre-Tax Contributions and Company Matching Contributions and Earnings thereon in
the Accounts of Participants 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.
The shares of Associates Stock from time to time required for purposes of
the Plan shall be purchased by the Trustee from such persons or corporations
(other than Associates First Capital Corporation), on such stock exchange and in
such manner as shall be prescribed in the Trust Agreement.
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.
<PAGE>
The shares of Company Stock and Associates 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 Section
9.3 hereof.
IX-1
In the event that any option, right or warrant shall be received by the
Trustee on Company Stock or Associates 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.
9.3 Voting of Company Stock and Associates Stock. The Trustee, itself or
by its nominee, shall be entitled to vote, and shall vote, shares of Company
Stock and Associates Stock represented by the proportionate interests in the
Accounts of Participants in the Ford Stock Fund, the Associates Stock Fund, or
otherwise held by the Trustee under the Plan as follows:
A. The Company shall adopt reasonable measures to notify the Participant
of the date and purposes of each meeting of stockholders of the
Company or the Associates First Capital Corporation at which holders
of shares of Company Stock or Associates Stock shall be entitled
to vote, and to request instructions from the Participant to the
Trustee as to the voting at such meeting of full shares of stock and
fractions thereof represented by the proportionate interests of the
Participant in the Ford Stock Fund or Associates Stock Fund.
B. In each case, the Trustee, itself or by proxy, shall vote full shares
of stock and fractions thereof represented by the proportionate
interests of the Participant in the Ford Stock Fund or Associates
Stock fund in accordance with the instructions of the Participant.
C. If prior to the time of such meeting of stockholders the Trustee shall
not have received instructions from the Participant in respect of any
shares of Company Stock or Associates Stock represented by the
proportionate interests of the Participant in the Ford Stock Fund or
Associates Stock fund, 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 Participants.
<PAGE>
IX-2
<PAGE>
ARTICLE X
---------
Application of Forfeited Company Matching Contributions
-------------------------------------------------------
Any of the assets attributable to Company Matching Contributions or
Earnings thereon which shall be forfeited in a Participant's Company Matching
Contributions Account pursuant to the provisions of Sections 5.2, 7.1 or 7.2
hereof, shall be applied, as soon as practicable, first, to the payment of
certain expenses of the Plan incurred on or after July 1, 1981, as provided in
Section 11.5 hereof, and thereafter, to the extent available, to reduce the
amount of any Company Matching Contributions under the Plan or, if the Plan
shall be terminated, the cash value of any of such assets not so applied from
time to time shall be credited ratably to the respective Company Matching
Contributions Accounts of the Participants in the Plan as of the day immediately
following the date of forfeiture. Notwithstanding the provisions of Section 5.2
hereof, any of the assets so credited to a Participant's Company Matching
Contributions Account, and any increment thereof, shall, at the time of
distribution or withdrawal thereof, be deemed to have vested in such account.
The cash value of assets applied to reduce the amount of the Company Matching
Contribution for any month, or applied to the payment of certain expenses of the
Plan, pursuant to the provisions of this Article X, shall be valued as of the
close of business on the relevant date.
<PAGE>
X-1
ARTICLE XI
----------
Operation and Administration
----------------------------
11.1 Named Fiduciary. 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.
11.2 Power of Company Officers and Designees.
(a) Appointment and Renewal of Trustees and Investment Advisors, Plan
Amendments, and Suspension of Plan. The Vice President - Human
Resources, the Vice President and Treasurer and the Vice President -
General Counsel shall have the authority, on behalf of the Company, to
appoint and remove Trustees and investment advisors under the Plan, to
approve policies relating to the allocation of contributions and the
distribution of assets among Trustees and investment advisors, to
approve Plan amendments and to modify the Plan or suspend the
operation of any provisions of the Plan; provided, however, only the
Board of Directors shall have authority to amend provisions relating
to the extent of Company Matching Contributions and the offering of
Company Stock as an investment election.
(b) Trust Agreements, Investment Advisor Agreements, Etc. The Vice
President and Treasurer shall be authorized on behalf of the Company
to contract and enter into ancillary agreements with the Trustees and
investment advisors under the Plan and to determine the form and terms
of the Trust Agreements, investment advisor agreements, and agreements
ancillary thereto, to allocate contributions and distribute assets
among Trustees and investment advisors, and to appoint an auditor
under the Plan, and shall have authority to designate other persons to
carry out specific responsibilities in connection therewith; provided,
however, that such actions shall be consistent with ERISA, the policy
of the Board of Directors and the Plan. The Vice President and
Treasurer and the Vice President - General Counsel shall each be
authorized on behalf of the Company (a) to give directions to Trustees
and investment advisors required or permitted under Trust Agreements,
investment advisor agreements, and agreements ancillary thereto, and
(b) to designate in writing persons to act on behalf of the Company
under and in connection with the Trust Agreements, investment advisor
agreements, and agreements ancillary thereto, and to certify to the
Trustees and investment advisors that such persons, which may include
<PAGE>
the Vice President and Treasurer and the Vice President - General
Counsel, are authorized to act on behalf of the Company under or in
connection with the Trust Agreements, investment advisor agreements,
and agreements ancillary thereto. The instrument pursuant to which an
individual is certified or authorized to act on behalf of the Company
shall constitute a written designation for purposes of the immediately
preceding sentence.
(c) Appointment of Administration Committee, Determinations of Prior
Service in Connection with Certain Corporate Transactions, and Certain
Allocations of Responsibility. Except as otherwise provided in this
Article XI or elsewhere in the Plan, the Vice President - Human
XI-1
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 Administration Committee and determination of prior service for
eligibility purposes under the Plan in the event of acquisition by a
Participating Employer or Affiliated Employer (by purchase, merger, or
otherwise) of all or part of the assets of another business
organization and in the event of the employment by a Participating
Employer or Affiliated Employer of all or a substantial number of
individuals employed in the operations of an employer that is not a
Participating Employer or Affiliated Employer; provided that such
prior service may also be provided for in instruments created by duly
authorized officers or agents of the Company in connection with the
transactions whereby assets are acquired or individuals become
employees of a Participating Employer or Affiliated Employer. 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.
(d) Company Action and Title Capacities. 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.
11.3 Administration Committee.
(a) Appointment of Administration Committee. The Company, by action of its
Vice President - Human Resources and its Vice President and Treasurer,
shall create a Savings and Stock Investment Plan Administration
Committee consisting of at least three members. The Company shall from
time to time designate the members of the Administration Committee and
an alternate for each of such members, who shall have full power to
act
<PAGE>
in the absence or inability to act of such member. The Administration
Committee shall appoint its own Chairman and Secretary, and shall act
by a majority of its members, with or without a meeting. At the
Trustee's request, the Secretary or an Assistant Secretary of the
Company shall from time to time notify the Trustee of the appointment
of members of the Administration Committee and alternates and of the
appointment of the Chairman and Secretary of the Administration
Committee, upon which notices the Trustee shall be entitled to rely.
(b) Powers of Administration Committee. The Administration Committee shall
have full power and authority to administer the Plan, interpret its
provisions, and make factual determinations concerning claims for
benefits and other matters relating to the administration of the Plan.
Any interpretation of the provisions of the Plan or findings of fact
by the Administration 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 Participants
and other parties in interest. In addition, the Administration
Committee shall have the full power and authority to supply rules for
matters not
XI-2
covered by the Plan and to supply missing terms, provided that all
such actions shall be in writing and shall be consistent with existing
Plan provisions.
11.4 Investment Process Committee. The Company, by action of the Vice
President - Treasurer, the Vice President Human Resources, and the Vice
President - General Counsel shall create an Investment Process Committee. The
Investment Process Committee shall recommend investment process guidelines to
the Vice Presidents for their approval. Such guidelines shall include:
(a) the types of investment options to be offered under the Plan, with due
regard to the risk and return characteristics of such options and the
need to offer a reasonable array of such risk and return alternatives;
(b) the number of investment options of each type to be offered under the
Plan, consistent with the range of risk and return characteristics
deemed appropriate;
(c) criteria for the selection of individual investment options for
inclusion in the Plan;
(d) procedures for reviewing the performance of investment options offered
under the Plan; and
(e) criteria mandating the removal of investment options from availability
under the Plan.
After such guidelines have been approved by the Vice Presidents, the Investment
Process Committee shall meet at least semiannually to (1) review the guidelines
for continuing propriety, (2) review the performance of investment options
pursuant to the criteria regarding the removal of investment options from
availability under the Plan, and (3) recommend changes to the guidelines for
approval by the Vice Presidents. The Investment Process Committee shall
<PAGE>
recommend to the Vice Presidents, for their approval, any changes to the
investment process guidelines that the Committee deems appropriate. If changes
to the investment options are required, the Investment Process Committee shall
recommend additional options, the deletion of options, and, if appropriate, the
replacement of options to the Vice Presidents for their approval.
11.5 Indemnification. No member of the Administration Committee or
alternate for a member or member of the Investment Committee or director,
officer or employee of any Participating Employer 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 Administration Committee or an
alternate for a member or a member of the Investment Committee, or a director,
officer or employee of any Participating Employer, 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
XI-3
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 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 Employer may have to indemnify him or her or hold him or her
harmless.
11.6 Payment of Expenses. Brokerage commissions and transfer taxes on the
purchase and sale of Common Stock Fund securities shall be paid from Common
Stock Fund assets by the Trustee. The expenses of any collective, common, or
commingled fund in which Common Stock Fund assets may be invested pursuant to
Section 8.4 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 (to the extent not paid by the Company)
investment management fees shall be paid from Bond Fund assets by the Trustee.
Earnings credited to the account of the Trustee under any Accumulation Fund
contract may be net of such charges by the Accumulation Fund Manager as may be
provided in such contract. Brokerage commissions and transfer taxes on the
purchase and sale of Interest Income Fund securities shall be paid from Interest
<PAGE>
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
Section 8.6 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 Participants who
elect to invest in such mutual funds. Earnings credited to the Accounts of
Participants who shall have elected to invest in the Bond Fund may be net of
such charges by the Bond Fund Advisor as shall be provided in the contract with
the Bond Fund advisor. All other expenses of administration of the Plan,
including brokerage commissions, fees and transfer taxes incurred in connection
with the purchase or sale of Company Stock and Associates Stock, fees of
Investment Advisors and other expenses charged or incurred by the Trustee shall
be borne by the Company and, upon request from time to time, the Company shall
reimburse the Trustee for expenses incurred by it; provided, however, that with
respect to any of such other expenses of administration of the Plan, the Trustee
first shall apply to the payment of expenses the value of any of the assets that
shall have been forfeited at any time in accordance with the provisions of
Article X hereof. Taxes, if any, on any Ford Stock Fund Units, Associates 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
Participants' Accounts as the Trustee and the Administration Committee shall
determine. When Company Stock is applied to the payment of expenses of the Plan,
the Trustee shall use for the payment of such expenses, from the contributions
made to the Plan during the month during which such contributions are being
paid, an amount equal to the value of such stock as determined pursuant to the
provisions of this Section 11.5.
11.7 Records. 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.
XI-4
11.8 Participants' Statements, Notices, Etc.
(a) Participants' Quarterly Statements. As soon as practicable after the
end of each calendar quarter of each year, there shall be furnished to
each Participant a statement as of the end of each such quarter of
such year of the cash value of the investments in his or her Account
or Accounts, the contributions made by or on behalf of such
Participant during the preceding calendar quarter, the investment
elections with respect to such contributions, and such additional
information as the Administration Committee shall determine. Such
statements shall be deemed to have been accepted by the Participant
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
<PAGE>
statement within 30 days after the mailing of such statement to the
Participant.
(b) Notices, Etc. All notices, statements and other communications from
the Trustee or a Participating Employer to an Employee, Participant 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, Participant or
beneficiary at his or her address last appearing on the books of such
Participating Employer.
All notices, instructions and other communications from an Employee or
Participant to the Company or Trustee required or permitted hereunder
(including without limitation payroll deduction authorizations, Salary
Reduction Agreements and changes and terminations thereof, investment
and other elections, requests for withdrawal or loans and designations
of beneficiaries and revocation and changes thereof) shall be made in
such form and in such manner from time to time prescribed therefor by
the Administration 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 Administration 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,
Participants or beneficiaries.
11.9 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Michigan except to the extent such law
is preempted by ERISA.
XI-5
<PAGE>
ARTICLE XII
-----------
Termination, Suspension and Modification
----------------------------------------
12.1 General. The Company, by action of its Board of Directors, may
terminate or modify the Plan or suspend the operation of any provision of the
Plan, and the Company, as provided in Section 11.2(a) by action of the Vice
President - Human Resources, the Vice President and Treasurer, and the Vice
President - General Counsel, may modify the Plan or suspend the operation of any
provision of the Plan other than provisions relating to the extent of Company
Matching Contributions and the offering of Company Stock as an investment
election, as provided below in this Article XII.
12.2 Scope of Action. 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
Administration Committee compliance with the laws of such State or country would
involve disproportionate expense and inconvenience to a Participating Employer.
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 Participants in the Plan at the time thereof,
as well as future Participants, but may not affect the rights of a Participant
as to (a) the continuance of investment, distribution or withdrawal of the cash
value of assets in the Account or Accounts of the Participant as of the
effective date of such termination, modification or suspension or (b) the
continuance of vesting of such assets attributable to Company Matching
Contributions or Earnings thereon. Any termination or modification of the Plan
or suspension of any provision thereof shall be effective as of such date as the
Company may determine, but not earlier than the date on which the Company shall
give notice of such termination, modification or suspension to the Trustee and
to the Participating Companies any of the Employees of which are affected
thereby.
12.3 Effect of Termination. Upon any termination or partial termination of
the Plan or the complete discontinuance of contributions thereunder, within the
meaning of Section 411(d)(3)(A) and (B) of the Code, the cash value of assets in
the Account of any affected Employee within the meaning of Section 411(d)(3) of
the Code shall be deemed to have vested and shall be nonforfeitable as of the
date of such termination, partial termination or complete discontinuance of
contributions.
For purposes of this paragraph, the determination as to whether there is a
termination or partial termination of the Plan or a complete discontinuance of
contributions thereunder and the date thereof and as to the Employees affected
thereby shall be made by the Company provided, however, that such determination
shall be in accordance with the applicable provisions of the Code. In
<PAGE>
determining the applicability of such Code provisions, the Company may rely upon
an opinion of counsel.
XII-1
12.4 Retroactive Amendment. The provisions of Section 12.2 notwithstanding,
the Company, by action of its Board of Directors or by action of the Vice
President - Human Resources, the Vice President and Treasurer and the Vice
President - General Counsel, at any time or from time to time may modify any of
the provisions of the Plan in any respect retroactively, if and to the extent
necessary or appropriate in the judgment of the Board of Directors of the
Company or the Vice President - Human Resources, the Vice President and
Treasurer and the Vice President - General Counsel, to qualify or maintain the
Plan and the Trust Fund established as a plan and trust meeting the requirements
of Sections 401(a) and 501(a) of the Code, as now in effect or hereafter
amended, or any other applicable provisions of Federal tax laws or other
legislation, as now in effect or hereafter amended or adopted, and the
regulations thereunder at the time in effect.
12.5 Limitations of Effects of Actions. 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 or
Accounts of a Participant as of the effective date of such termination,
modification or suspension.
12.6 Special Rules for Mergers, Consolidations and Asset Transfers. In the
event of (a) the acquisition by a Participating Employer or an Affiliated
Employer (by purchase, merger or otherwise) of all or part of the assets of
another business organization or (b) the employment by a Participating Employer
or Affiliated Employer of all or a substantial number of individuals employed in
the operations of an employer that is not a Participating Employer or Affiliated
Employer, the Plan may accept a transfer of assets from the plan maintained by
the employer from whom such assets are acquired or by whom such individuals were
employed; provided such plan is a plan qualified under Section 401(a) of the
Code (and Section 401(k) of the Code, if applicable) and all assets transferred
are allocable to individuals who become employees of a Participating Employer or
Affiliated Employer. In the event of (a) the divestiture by a Participating
Employer or Affiliated Employer (by sale, merger or otherwise) of all or part of
the assets (including interests in business organizations) of such organization
or (b) the transfer to an employer that is not a Participating Employer or
Affiliated Employer of the employment of individuals employed by a Participating
Employer or Affiliated Employer, the Plan may transfer assets on the following
conditions. The assets must be transferred to a plan maintained by a successor
employer of individuals who are employed by such successor employer in
connection with a transaction described in the immediately preceding sentence;
the assets transferred must consist of assets attributable to the Account
balances under the Plan of such individuals; the amount of assets transferred
may not be less than
<PAGE>
the amount required to comply with Section 414(l) of the Code; and such transfer
shall be to a plan that is a plan qualified under Section 401(a) of the Code
(and Section 401(k) of the Code, if applicable). The Company may authorize and
evidence the authorization of any transfers described above in this section in
any instrument executed by duly authorized officers or agents of the Company,
including instruments evidencing the transactions described and instruments
executed by the officers authorized under Section 11.2 to amend the Plan. In the
event of any merger or consolidation with, or transfer of assets or liabilities
to, any other plan, each Employee, Participant, former Employee, former
Participant, 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.
XII-2
<PAGE>
ARTICLE XIII
------------
Top-Heavy Rules
---------------
If the Plan is or becomes top-heavy in any Plan Year, the provisions of
this paragraph shall supersede for such Plan Year any conflicting provision of
the Plan. This Plan is top-heavy in any Plan Year if the top-heavy ratio on the
determination date for such year for the required aggregation group of plans
exceeds 60 percent.
13.1 Definitions.
(a) Top-heavy ratio:
(i) The top-heavy ratio is a fraction, the numerator of which is
the sum of account balances for all key employees under the
defined contribution plans of the Company and affiliates and
the present value of accrued benefits for all key employees
under the defined benefit plans of the Company and
affiliates, and the denominator of which is the sum of the
account balances for all participants under the defined
contribution plans of the Company and affiliates and the
present value of accrued benefits for all participants under
defined benefit plans of the Company and affiliates. Both
the numerator and denominator of the top-heavy ratio are
adjusted for any distribution of an account balance or an
accrued benefit made in the five-year period ending on the
determination date and any contribution due but unpaid as of
the determination date.
(ii) For purposes of (i) above, the value of account balances and
the present value of accrued benefits will be determined as
of the most recent determination date. The account balances
and accrued benefits of a participant (1) who is not a key
employee but who was a key employee in a prior year or (2)
who has not been credited with at least one hour of service
at any time during the five- year period ending on the
determination date will be disregarded. The calculation of
the top-heavy ratio and the extent to which distributions,
rollovers, and transfers are taken into account will be made
in accordance with Section 416 of the Code and the
regulations thereunder.
(iii)Solely for the purpose of determining if the Plan, or any
other plan included in a required aggregation group of which
this Plan is a part, is top-heavy (within the meaning of
Section 416(g) of the Code) the accrued benefit of an
Employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under
<PAGE>
(a) the method, if any, that uniformly applies for
XIII-1
accrual purposes under all plans maintained by the Company
and affiliates, or (b) if there is no such method, as if
such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of
Section 411(b)(1)(C) of the Code.
(b) Required aggregation group of plans: (i) each qualified plan
of the Company or an affiliate in which at least one key
employee participates, (ii) any other qualified plan of the
Company or an affiliate which enables a plan described in
(i) to meet the requirements of Sections 401(a)(4) or 410 of
the Code, and (iii) any qualified plan which may have been
terminated in the past 5 years.
(c) Key employee: A key employee as defined in Section
416(i)(1)of the Code is any Employee or former Employee who
at any time during the Plan Year containing the
determination date or the four preceding Plan Years is or
was:
(1) an officer of the Company having annual compensation
for such Plan Year in excess of 50% of the dollar limit
in effect under Section 415(b)(1)(A) of the Code for
the calendar year in which such Plan Year ends;
(2) an owner for (or considered as owning within the
meaning of Section 318 of the Code) both more than a
1/2 percent interest as well as one of the ten largest
interests in the employer and having annual
compensation greater than the dollar limit in effect
under Section 415(c)(1)(A) of the Code for the year;
(3) a five percent owner of the Company; or
(4) a one percent owner of the Company who has annual
compensation of more than $150,000.
For purposes of determining five-percent and one-percent
owners, neither the aggregation rules nor the rules of
Subsections (b), (c) and (m) of Section 414 of the Code
apply. Beneficiaries of an Employee acquire the character of
the Employee and inherited benefits retain the character of
the benefits of the Employee.
<PAGE>
(d) Present value: Present value shall be based on the interest
and mortality rates used to determine actuarial equivalence
under the defined benefit plans.
(e) Determination date: The determination date is the last day
of the preceding Plan Year.
(f) Valuation Date: The valuation date is the last day of the
preceding Plan Year.
XIII-2
13.2 Minimum Allocation.
(a) Except as otherwise provided in (c) and (d) below, the
employer contributions and forfeitures allocated on behalf
of any Participant who is not a key employee shall not be
less than three percent of such Participant's compensation,
or if less than three percent, the percentage at which
contributions are made under the Plan for the year for the
key employee for whom such percentage is the highest for the
year. The percentage at which contributions are made for a
key employee shall be determined by dividing the
contributions for and forfeitures allocated on behalf of any
such employee by so much of his or her total compensation
for the year as does not exceed $150,000. The minimum
allocation is determined without regard to any Social
Security contribution. This minimum allocation shall be made
even though, under other Plan provisions, the participant
would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the year because
of (i) the Participant's failure to complete 1,000 hours of
service (or any equivalent provided in the Plan), or (ii)
the Participant's failure to make mandatory employee
contributions to the Plan, or (iii) compensation less than a
stated amount.
(b) For purposes of computing the minimum allocation,
compensation will equal the wages reported on the employee's
Form W-2 from the Company for the year.
(c) The provision in (a) above shall not apply to any
participant who was not employed by the Company or an
affiliate on the last day of the Plan Year.
(d) The provision in (a) above shall not apply to any
Participant to the extent the Participant is covered under
any other plan or plans of the Company or an affiliate and
the Company or affiliate has provided that the minimum
benefit requirement
<PAGE>
applicable to top-heavy plans will be met in the other plan or
plans.
13.3 Nonforfeitability. The minimum allocation required (to the extent
required to be nonforfeitable under Section 416(b) of the Code)
may not be forfeited under Section 411(a)(3)(B) or 411(a)(3)(D)
of the Code.
13.4 Compensation Limitation. For any Plan Year in which the Plan is
top-heavy, only the first $150,000 (or such larger amount as may
be prescribed by the Secretary or his or her delegate) of a
Participant's annual compensation shall be taken into account for
purposes of determining employer contributions under the Plan.
13.5 Vesting. For any Plan Year in which this Plan is top-heavy, an
employee who has completed at least three years of service with
the Company or a subsidiary or affiliate will have a
nonforfeitable right to 100% of his or her account balance
attributable to Company
XIII-3
contributions. This minimum vesting schedule applies to all
benefits within the meaning of Section 411(a)(7) of the Code
except those attributable to employee contributions, including
benefits accrued before the effective date of Section 416 of the
Code and benefits accrued before the Plan became top-heavy.
Further, no reduction in vested benefits may occur in the event
the Plan's status as top-heavy changes for any Plan Year.
However, this subparagraph does not apply to the account balances
of any employee who does not have an hour of service after the
Plan has initially become top-heavy and such employee's account
balance attributable to employer contributions and forfeitures
will be determined without regard to this subparagraph.
13.6 Combined Limitation. For any Plan Year in which this plan is
top-heavy, the limitation in Section 3.4(e)(7) hereof shall be
computed by substituting the number 1.0 for the number 1.25
wherever the latter numberappears in that section.
<PAGE>
XIII-4
ARTICLE XIV
-----------
Designation of Beneficiaries
----------------------------
14.1 General. The provisions of this Article XIV apply to any Participant
who has an Account by reason of his or her employment with an entity that is or
was a Participating Employer or by reason of a Qualified Domestic Relations
Order (within the meaning of Section 414(p)of the Code) and not to an individual
who may claim to be a Participant by reason of being a beneficiary of such a
Participant. Except as is provided in Section 14.2 hereof, a Participant may
file in such manner and in such form and at such time as the Administration
Committee shall specify a written designation of a beneficiary or beneficiaries
(subject to such imitations as to the classes and numbers of beneficiaries and
contingent beneficiaries as the Administration Committee from time to time may
prescribe) to receive the cash value of assets in the Account or Accounts of
such Participant in the Plan. Except as is provided in Section 14.2
<PAGE>
hereof, a Participant may from time to time revoke or change any such
designation of beneficiary. Any designation of beneficiary under the Plan shall
be controlling over any testamentary or other disposition. Except as provided
in Section 14.2 hereof, a Participant who has not designated a beneficiary or
whose designated beneficiary has predeceased the Participant 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 Participant's death to receive the
proceeds unde the Company's Group Life Insurance Plan if the Participant is
covered under such Plan at the date of his or her death.
14.2 Married Participants. A married Participant shall be deemed to have
designated his or her surviving spouse as beneficiary to receive the cash value
of assets in such Participant's Account or Accounts under the Plan unless such
Participant shall have filed with the Company a written designation of a
different beneficiary pursuant to Section 14.1 hereof together with the written
consent of the spouse to such designation, witnessed by a Plan representative or
a notary public.
XIV-1
<PAGE>
ARTICLE XV
----------
Employee Stock Ownership Plan
-----------------------------
15.1 Description of ESOP. The Employee Stock Ownership Plan ("ESOP")
established in the Plan effective January 1, 1989 shall consist of all the
shares of Company Stock in the Plan at any time and from time to time including
all the shares allocated to Participants' Accounts, forfeited shares and shares
held in the suspense account as hereinafter described and all assets
attributable to contributions made after December 31, 1988.
15.2 ESOP Trustee. 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 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 provisions of this Article XV 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.
15.3 Borrowing on Behalf of ESOP.
(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 in such period succeeding such borrowing by the Trustee as the Trustee
shall select, subject to a guarantee by the Company of payment of any such loan.
The loan shall provide for a reasonable rate of interest, shall be for a
definite period of time, and shall be without recourse against the Plan.
(ii) The Trustee of the ESOP shall borrow on behalf of the ESOP an
amount to be used to acquire Company Stock in connection with the Company's
obligation to make Pre-Tax Contributions or Company Matching Contributions, as
directed by the Company, subject to a guarantee by the Company of payment of
any such loan. The loan shall provide for a reasonable rate of interest, shall
be for a definite period of time, and shall be without recourse against the
Plan.
(iii) The Trustee of the ESOP is authorized to borrow such amounts
from such persons, including the Company, as the Trustee of the ESOP shall
determine. The loan shall provide for repayment within such period succeeding
such loan 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.
<PAGE>
(iv) The proceeds of any such loan shall be used by the Trustee of the
ESOP to purchase within a reasonable period of time shares of Company Stock in
accordance with the provisions of Section 9.2 hereof and as directed by the
Company. The Trustee of the ESOP is authorized to pledge such Stock as security
for the payment of such loan.
XV-1
15.4 Suspense Account. The Trustee of the ESOP shall hold loan proceeds and
shares of Company Stock so purchased in the Plan in a suspense account for each
loan 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 Section 9.3.
15.5 Application of Dividends. 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 Section 15.3 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 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.
15.6 Release of Shares from Suspense Account. 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 Participants 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
<PAGE>
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 is greater than the number that would be required if the dividends
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
XV-2
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 Participants in an amount proportional to the number of Ford Stock
Fund units in their Accounts.
15.7 Application of Pre-Tax Contributions or Company Matching
Contributions. The Trustee of the Plan and the Trustee of the ESOP shall apply
Pre-Tax Contributions or Company Matching Contributions to the repayment of any
loan described in Section 15.3(ii) and release from the suspense account for
allocation, in accordance with Section 3.6, a number of shares of Company Stock
equal in value as of the time of release to the Pre-Tax Contributions or Company
Matching Contributions delivered to the Trustee of the ESOP. In the event that
contributions for loans described in 15.3(ii) above are insufficient to pay any
outstanding loan balance, the Company shall make an additional contribution to
pay such insufficient amount. In the event that after the loan is repaid in full
there are shares of Company Stock remaining in the suspense account, those
shares shall be allocated in accordance with the provisions of the last
paragraph of Section 15.6.
15.8 Limitation on Contributions for Highly Compensated Employees.
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 Section 3.4 hereof with respect to After-Tax Contributions and Pre-Tax
Contributions.
15.9 Administration Committee Authority. The Administration 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 Article XV.
15.10 Sale of Company Stock in Suspense Account. 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
<PAGE>
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
7 hereof.
XV-3
<PAGE>
ARTICLE XVI
-----------
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 Employer to the
Trustee, (b) the extent to which the Company shall act as representative of such
Participating Employer under the Plan, (c) the rights of such Participating
Employer to withdraw from participation in the Plan and the effect of such
withdrawal upon the participation and Accounts in the Plan of employees of such
Participating Employer, and (d) reimbursement of the Company on account of
Company Matching Contributions. A Defined Contribution Plan maintained by a
subsidiary that is treated as a single employer with the Company pursuant to
Subsections 414(b), (c) and (m) of the Code may be merged with the Plan and the
assets of any plan maintained by such a Subsidiary may be transferred to a Trust
under this Plan in accordance with the provisions of any acquisition, merger or
similar instrument executed by duly authorized officers or agents of the Company
or pursuant to any other duly authorized Corporate instrument.
<PAGE>
XVI-1
<TABLE>
<CAPTION>
FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN
FOR
SALARIED EMPLOYEES
Appendix A
Additional Mutual Funds
<S> <C>
Income Funds: International Funds:
Fidelity International Bond Fund Fidelity Canada Fund
Fidelity Government Securities Fund Fidelity Europe Fund
Fidelity Investment Grade Bond Fund Fidelity International Growth and
Fidelity New Markets Income Fund Income Fund
Scudder Income Fund Fidelity Pacific Basin Fund
T. Rowe Price High Yield Fund Fidelity Worldwide Fund
T. Rowe Price Spectrum Income Fund Scudder Greater Europe Growth 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
Fidelity Utilities Fund
Scudder Growth & Income Fund Asset Allocation Funds:
T. Rowe Price Spectrum Growth Fund Vanguard LIFEStrategy -
Vanguard Trust - 500 Portfolio Conservative Growth Portfolio
Vanguard Index Trust - Value Vanguard LIFEStrategy - Moderate
Portfolio Growth Portfolio
Vanguard LIFEStrategy - Growth
Portfolio
Growth Funds:
Domini Social Equity Fund
(effective April 1, 2000)
Fidelity Capital Appreciation Fund
Fidelity Dividend Growth Fund
Fidelity Growth Company Fund
Fidelity Retirement Growth Fund
<PAGE>
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 Index Trust - Growth
Portfolio
</TABLE>
<PAGE>
FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN
FOR
SALARIED EMPLOYEES
Appendix B
Participating Employers As of December 1, 1999
Ford Motor Company
Ford Motor Credit Company
AAI Employee Services Company, L.L.C.
Ford Global Technologies, Inc.
Ford Electronics & Refrigeration Company
American Road Services
Ford Automotive Components Operations, Inc.
Ford International Business Development, Inc.
Ford Motor Land Services Corporation
[OBJECT OMITTED]
Exhibit 5.A
Ford Motor Company One American Road
P.O. Box 1899
Dearborn, Michigan 48126-1899
May 19, 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 20,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Savings and Stock Investment
Plan for Salaried Employees (the "Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement, and all such shares of Common Stock acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995, 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,
/s/Kathryn S. Lamping
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 19, 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
Exhibit 24.A
POWER OF ATTORNEY
WITH RESPECT TO REGISTRATION STATEMENTS
COVERING COMMON STOCK, DEBT SECURITIES, LEASE SECURITIES,
GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY
Each of the undersigned, a director, officer or employee of FORD MOTOR
COMPANY (the "Company"), appoints each of Peter J. Sherry, Jr., L. J. Ghilardi,
K. S. Lamping, M. F. Marecki, D. J. Cropsey, and E.J. Lukas his or her true and
lawful attorney and agent to do any and all acts and things and execute any and
all instruments which the attorney and agent may deem necessary or advisable in
order to enable the Company to register the above-captioned securities for
issuance and sale under, and otherwise to comply with, the Securities Act of
1933 and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, including but not limited to, power and
authority to sign his or her name (whether on behalf of the Company, or
otherwise) to one or more Registration Statements and any amendments thereto, or
any of the exhibits, financial statements and schedules, or the prospectuses,
filed therewith, and to file them with the Commission, all as authorized at a
meeting of the Board of Directors of the Company held on April 12, 2000,
adjourned, and reconvened on April 13, 2000. Each of the undersigned ratifies
and confirms all that any of the attorneys and agents shall do or cause to be
done by virtue hereof. Any one of the attorneys and agents shall have, and may
exercise, all the powers conferred by this instrument.
Each of the undersigned has signed his or her name as of the 10th day of
May, 2000.
/s/William Clay Ford, Jr. /s/Jacques A. Nasser
- ----------------------------- -----------------------------
(William Clay Ford, Jr.) (Jacques A. Nasser)
/s/Michael D. Dingman /s/Edsel B. Ford II
- ----------------------------- -----------------------------
(Michael D. Dingman) (Edsel B. Ford II)
/s/William Clay Ford /s/Irvine O. Hockaday
- ----------------------------- -----------------------------
(William Clay Ford) (Irvine O. Hockaday, Jr.)
/s/Marie-Josee Kravis /s/Ellen S. Marram
- ----------------------------- -----------------------------
(Marie-Josee Kravis) (Ellen R. Marram)
/s/Homer A. Neal /s/Jorma J. Ollila
- ----------------------------- -----------------------------
(Homer A. Neal) (Jorma J. Ollila)
/s/Carl E. Reichardt /s/Robert E. Rubin
- ----------------------------- -----------------------------
(Carl E. Reichardt) (Robert E. Rubin)
/s/John L. Thornton /s/Henry D. G. Wallace
- ----------------------------- -----------------------------
(John L. Thornton) (Henry D.G. Wallace)
/s/William A. Swift
- -----------------------------
(William A. Swift)
Exhibit 24.B
FORD MOTOR COMPANY
Excerpts from the Minutes of a Meeting
of the Board of Directors of the Company
Held on April 13, 2000
RESOLUTIONS RELATING TO EMPLOYEE PLANS
RESOLVED, That, in order to comply with the Securities Act of 1933, as
amended, the directors and appropriate officers of the Company be and hereby are
authorized to sign and execute in their own behalf, or in the name and on behalf
of the Company, or both, as the case may be, any and all Registration Statements
and amendments to Registration Statements relating to the Ford Motor Company
Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan,
the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees,
the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Ford
Microelectronics, Inc. Salaried Retirement Savings Plan, the Ford Motor Company
1990 Long-Term Incentive Plan, the Ford Motor Company 1998 Long-Term Incentive
Plan and such other employee plans as may be adopted by the Company or any of
its subsidiaries (collectively, the "Employee Plans"), including the
Prospectuses and the exhibits and other documents relating thereto or required
by law or regulation in connection therewith, all in such form as such directors
and officers may deem necessary, appropriate or desirable, as conclusively
evidenced by their execution thereof; and that the appropriate officers of the
Company, and each of them, be and hereby are authorized to cause such
Registration Statements and amendments, so executed, to be filed with the
Securities and Exchange Commission.
RESOLVED, That each officer and director who may be required to sign and
execute any of the aforesaid Registration Statements or amendments or any
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise) be and hereby is authorized to
execute a power of attorney appointing P. Sherry, Jr., L. J. Ghilardi, K. S.
Lamping, M. F. Marecki, D. J. Cropsey, and E. J. Lukas, each of them, severally,
his or her true and lawful attorney or attorneys to sign in his or her name,
place and stead in any such capacity any and all such Registration Statements
and amendments, further amendments thereto and documents in connection
therewith, and to file the same with the Commission, each of said attorneys to
have power to act with or without the other, and to have full power and
authority to do and perform, in the name and on behalf of each of said officers
and directors who shall have `executed such a power of attorney, every act
whatsoever necessary or advisable to be done in connection therewith as fully
and to all intents and purposes as such officer or director might or could do in
person.
<PAGE>
RESOLVED, That shares of the Company's Common Stock, par value $1.00 per
share ("Common Stock") and obligations of the Company be and hereby are
authorized to be issued and sold from time to time to satisfy Common Stock
requirements and obligations under the Employee Plans, and when any shares of
Common Stock are issued and paid for in accordance with the Employee Plans, they
will be fully paid and non-assessable.
RESOLVED, That the Company may deliver shares of Common Stock from its
treasury to satisfy Common Stock requirements of the Employee Plans.
RESOLVED, That the appropriate officers of the Company, and each of them,
be and hereby are authorized and empowered, in the name and on behalf of the
Company, to take any action (including, without limitation, the payment of
expenses and the purchase and sale of securities to support the Company's
obligations under the Employee Plans) and to execute (by manual or facsimile
signature) and deliver any and all agreements, certificates, instruments and
documents (under the corporate seal of the Company or otherwise) as such officer
or officers may deem necessary, appropriate or desirable in order to carry out
the purposes and intents of each and all of the foregoing resolutions.
