<PAGE>
AS FILED ELECTRONICALLY WITH
THE SECURITIES AND EXCHANGE COMMISSION ON February 26, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASSOCIATES FIRST CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
06-0876639
(I.R.S. Employer Identification No.)
250 East Carpenter Freeway
Irving, Texas
(Address of principal executive offices)
75062-2729
(Zip Code)
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the Plan)
Timothy M. Hayes, Esq.
Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas
75062-2729
(972) 652-4000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED <F1> MAXIMUM MAXIMUM REGISTRATION
OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE PRICE
</TABLE>
- ---------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Class A Common Stock 1,000,000 $49.375
$49,375,000 $14,962.12
$.01 par value per Shares
share
- ---------------------------------------------------------------------
<FN>
<F1> The number of shares being registered represents the maximum number of
shares that may be acquired be Fidelity Management Trust Company, as trustee,
under the Ford Motor Company Tax-efficient Savings Plan for Hourly Employees (the
"Plan"), during 1997 and during subsequent years until a new
Registration Statement becomes effective.
<F2> Based on the market price of Class A Common Stock of the Company on February
21,1997 in accordance with rule 457(c) under the Securities Act of 1933.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registraton Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
______________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of Associate First Capital Corporation (the
"Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") which contains, either
directly or indirectly by incorporation by reference, certified financial
statements for Associates' latest fiscal year for which such statements have
been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of Associates Class A Common Stock contained in
registration statement no. 333-817, as amended, filed by Associates under the
Securities Act of 1933 (the "1933 Act").
All documents subsequently filed by Associates pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding,
provided that such officer or director acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his or her conduct was illegal. A Delaware corporation may indemnify officers
and directors against expenses (including attorney's fees) in connection with
the defense or settlement of an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the <PAGE>
corporation must
indemnify him or her against the expenses which such officer
or director actually and reasonably incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty. This provision eliminates each director's liability to the Company or
its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law
providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of
Associates and each person, if any, who controls Associates within the meaning
of the 1933 Act, against certain liabilities, including liabilities under the
1933 Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
The Restated Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.
Item 8. Exhibits.
Exhibit
Number
- -------
*4.A - Form of Ford Motor Company Tax-efficient Savings Plan for Hourly
Employees, as amended.
*4.B - Form of Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company, as Trustee.
*5 - Copy of Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal Revenue
Code. (An opinion of counsel as to the legality of the securities
is not being filed since the securities being registered are not
original issue securities.)
*23 - Consent of Coopers & Lybrand L.L.P.
*24 - Powers of Attorney.
* Filed with this Registration Statement
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 Irving, State of Texas, on this
26th day of February, 1997.
ASSOCIATES FIRST CAPITAL CORPORATION
By: /s/ C. D. Longenecker
---------------------------------
C. D. Longenecker
Title: Executive Vice 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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------- ------------------------------------------
<C> <S> <C>
KEITH W. HUGHES* Chairman of the Board,
(Keith W. Hughes) Principal Executive Officer
and Director
HAROLD D. MARSHALL* Director
(Harold D. Marshall)
</TABLE>
February 26, 1997
<TABLE>
<C> <S> <C>
JOSEPH M. MCQUILLAN* Director
(Joseph M. McQuillan)
J. Carter Bacot* Director
(J. Carter Bacot)
John M. Devine* Director
(John M. Devine)
Kenneth Whipple* Director
(Kenneth Whipple)
H. James Toffey, Jr.* Director
(H. James Toffey, Jr.)
ROY A. GUTHRIE* Executive Vice President and
(Roy A. Guthrie) Principal Financial Officer
Kevin P. Hegarty* Senior Vice President and
(Kevin P. Hegarty) Principal Accounting Officer
</TABLE>
- ---------------------
*By signing his name hereto, C. D. Longenecker signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By: /s/ C. D. LONGENECKER
____________________
C. D. Longenecker
(Attorney-in-Fact)
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 26th day of February, 1997.
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/Lee Mezza
--------------------------
Lee Mezza, Chairman
Tax-efficient Savings Plan<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number
- -------
<S> <C>
*4.A - Form of Ford Motor Company Tax-efficient Savings Plan for Hourly
Employees, as amended.
*4.B - Form of Master Trust Agreement between Ford Motor Company and
Fidelity Management Trust Company, as Trustee.
*5 - Copy of Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal Revenue
Code. (An opinion of counsel as to the legality of the securities
is not being filed since the securities being registered are not
original issue securities.)
*23 - Consent of Coopers & Lybrand L.L.P.
*24 - Powers of Attorney.
* Filed with this Registration Statement
</TABLE>
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
This Plan has been established by the Company to enable employees to save and
invest in a tax-efficient manner and to provide them with an opportunity to
become stockholders of the Company.
I. Definitions.
As hereinafter used:
1. "Bond Fund" shall mean that portion of the trust fund under the Plan
consisting of investments made by the Trustee in accordance with
Subparagraph 3 of Paragraph XIII hereof.
2. "Bond Fund Units" shall mean the measure of a member's interest in the
Bond Fund as described in Subparagraph 3 of Paragraph XIII hereof.
3. "Cash value of assets" shall mean the value of the assets, expressed in
dollars, in a member's account under any investment election under the
Plan or the total thereof, as the case may be, at the close of business
on the date such cash value is to be determined.
4. "Collective Bargaining Agreement" shall mean the Collective Bargaining
Agreement dated September 16, 1996 between the Company and the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America, UAW.
5. "Committee" shall mean the Tax-Efficient Savings Plan Committee created
by the Company pursuant to the provisions of Paragraph XX hereof.
6. "Common Stock Fund" shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance with
Subparagraph 2 of Paragraph XIII hereof.
7. "Common Stock Fund Units" shall mean the measure of a member's interest
in the Common Stock Fund as described in Subparagraph 2 of Paragraph
XIII hereof.
8. "Company" shall mean Ford Motor Company.
9. "Company stock" shall mean Common Stock of the Company.
10. "Composite Quotation Listing" shall mean a composite listing of market
prices of securities supplied by a reputable financial statistical
service selected by the Trustee, which listing includes the prices at
which securities are traded on national securities exchanges located in
the United States.
11. "Current market value" shall mean, with reference to Company stock, the
closing market price on the New York Stock Exchange on the day in
question or, if no sales were made on that date, at the closing market
price on the next preceding day on which sales were made.
12. "Earnings", with reference to Tax-Efficient Savings Contributions,
shall mean earnings resulting from the investment and any
reinvestment of such contributions and any increment thereof and
shall include interest, dividends and other distributions on such
investments.
13. "Employee" shall mean each person who is employed at an hourly rate by a
Participating Company and is enrolled on the active employment rolls of
such Participating Company maintained in the United States.
14. "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.
15. "Ford Stock Fund" shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance with
Subparagraph 1 of Paragraph XIII hereof.
16. "Ford Stock Fund Units" shall mean the measure of a member's interest in
the Ford Stock Fund as described in Subparagraph 1 of Paragraph XIII
hereof.
17. "Income Fund" shall mean that portion of the trust fund under the Plan
consisting of investments made by the Trustee in accordance with
Subparagraph 5 of Paragraph XIII hereof.
18. "Income Fund Contract" shall mean an arrangement under which (a) an
Income Fund Manager receives amounts of cash from the Trustee and
invests such amounts primarily in such fixed income securities as may be
selected by such Income Fund Manager in its discretion with the
objective of conservation of principal and the realization of a
reasonable rate of return consistent therewith, and (b) such Income Fund
Manager pays to the Trustee such amounts of principal and accumulated
earnings and gains as are to be distributed to or transferred or
withdrawn by members pursuant to the Plan and such other amounts as to
which the Trustee may be entitled under the arrangement.
19. "Income Fund Manager" shall mean an insurance company or other
organization which has entered into an Income Fund Contract with the
Company pursuant to Subparagraph 5 of Paragraph XIII hereof.
20. "Interest Income Fund" shall mean that portion of the trust fund under
the Plan consisting of investments made by the Trustee in accordance
with Subparagraph 4 of Paragraph XIII hereof.
21. "Interest Income Fund Advisor" shall mean one or more persons or
companies, corporations, or other organizations appointed by the Company
to provide investment advice to the Trustee concerning the Interest
Income Fund. The Trustee may be designated an Interest Income Fund
Advisor by the Company.
22. "Member" shall mean and include (a) an employee who shall have elected
to participate in the Plan and, in the case of an employee of a
Participating Company, shall have filed a Tax-Efficient Savings
agreement then outstanding under the Plan, and (b) a person who has
assets under the Plan.
23. "Participating Company" shall mean and include the Company and each
subsidiary of the Company that shall have elected to participate in the
Plan with the consent of the Company. "Subsidiary of the Company" shall
mean a domestic corporation not less than a majority of the voting stock
of which is owned directly or indirectly by the Company.
24. "Performance Bonus Payments" shall mean payments to members pursuant to
Article IX, Section 2(b)(1) of the Collective Bargaining Agreement.
25. "Plan year" shall mean a twelve-month period starting on the first day
of the first pay period commencing in a calendar year and ending on the
last day of the last pay period commencing in such calendar year.
26. "Profit sharing distributions" shall mean amounts distributed to hourly
employees under profit sharing plans of a Participating Company.
27. "Subsidiary" or "Affiliate" shall mean (a) all corporations that are
members of a controlled group of corporations within the meaning of
Section 1563(a) of the Internal Revenue Code (determined without regard
to Section 1563(a)(4) and Section 1563(e)(3)(c) of the Internal Revenue
Code) and of which the Company is then a member and (b) all trades or
businesses, whether or not incorporated, that, under the regulations
prescribed by the Secretary of the Treasury pursuant to Section 414(c)
of the Internal Revenue Code, are then under common control with the
Company.
28. "Tax-Efficient Savings account" shall mean an account of a member under
the Plan to which are credited Tax-Efficient Savings Contributions on
behalf of such employee and earnings thereon.
29. "Tax-Efficient Savings agreement" shall mean an agreement between an
employee and the Participating Company to have the employee's wages or
profit sharing distributions reduced by an amount specified by the
employee and to have an amount equal to such reduction contributed by
the Participating Company to the Plan on behalf of the employee,
pursuant to Section 401(k) of the Internal Revenue Code and Paragraph IV
hereof.
30. "Tax-Efficient Savings Contributions" shall mean amounts contributed by
the Company to the Plan on behalf of an employee, pursuant to a
Tax-Efficient Savings agreement, as provided in Paragraph IV hereof.
31. "Trustee" shall mean the trustee or trustees appointed by the Company
pursuant to the provisions of Paragraph XVI hereof.
32. "Wages" shall mean the regular base pay for straight-time hours,
including holiday pay and vacation pay (including the related excused
absence allowance), and incentive pay, bereavement pay, jury duty pay,
and short-term military duty pay, and the straight time portion of any
overtime hours paid, up to a total of 40 hours in a week for all such
payments, cost of living allowance applicable to the foregoing, and
Performance Bonus Payments to which an employee of a Participating
Company is entitled prior to giving effect to any Tax-Efficient Savings
agreement. Performance Bonus payments shall qualify as wages
irrespective of the 40 hour maximum. "Wages" shall not include any
other category of compensation (e.g., overtime premium pay, Saturday and
Sunday premium pay, cost-of-living allowance not applicable to the
foregoing, call-in pay, shift premium pay, seven-day premium pay,
holiday premium pay, grievance awards, moving allowances, supplemental
unemployment benefit payments under the Company's Supplemental
Unemployment Benefit Plan (including automatic short-week benefit
payments), suggestion awards, tool allowances, apprentice training
incentives, the cost to the Participating Company of providing Group
Life Insurance and Survivor Income Benefit coverages in excess of
$50,000 (or any other imputed income as may be designated by law),
pension or retirement plan payments, any Christmas bonus, or any other
special remuneration).
In addition, effective January 1, 1995, wages for purposes of
determining the amount of contributions that may be made to the Plan by
employees whose regularly scheduled hours are less than 40 hours as a
result of the establishment of a three-shift operation at the discretion
of the Company shall be determined by
(i) multiplying the excess of 40 hours over the regularly
scheduled hours by a rate equal to the sum of the regular
straight-time rate and the applicable cost-of-living allowance
and
(ii) adding thereto straight-time pay and applicable cost-of-living
allowance for hours worked,
up to a total of 40 hours in a week for all such payments.
For years beginning after December 31, 1988, the annual compensation of
each employee taken into account for determining all benefits provided
under the Plan for any determination period shall not exceed the amount
specified in Section 401(a)(17) of the Internal Revenue Code.
II. Eligibility.
Except as hereinafter provided, each employee of a Participating Company shall
be eligible for membership in the Plan and to have Tax-Efficient Savings
Contributions made to the Plan three months after such employee's initial date
of hire (eligibility date).
The Company may in its discretion determine, in the event of the acquisition
by a Participating Company (by purchase, merger or otherwise) of all or part
of the assets of another corporation, that the service of a person as an
employee of such other corporation shall be included in ascertaining whether
he or she has had such service as required above for eligibility, provided
that he or she shall have become an employee of a Participating Company in
connection with such acquisition.
Leased employees are not considered employees and are therefore excluded from
eligibility for membership in the Plan. The term "leased employee" includes
any person (other than an employee of the Company) who pursuant to an
agreement between the Company and any other person ("leasing organization")
has performed services for the Company (or for the Company and related persons
determined in accordance with section 414(n)(6) of the Internal Revenue Code)
on a substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the Company. For
purposes of this Subparagraph, the term Company shall include the Company and
its subsidiaries.
III. Membership.
Membership of any employee in the Plan shall be entirely voluntary except as
otherwise provided in Paragraph XXVI hereof.
An eligible employee may elect membership in the Plan as of any pay period
commencing after such employee's eligibility date or as of the date of any
profit sharing distribution by delivering a notice of election to participate
and a Tax-Efficient Savings agreement in accordance with Paragraph IV
hereunder.
A newly-hired employee of a Participating Company may elect membership in the
Plan prior to the date on which such employee would otherwise become eligible
for membership in the Plan for the limited purpose of making a rollover
contribution to the Plan as hereinafter provided.
IV. Tax-Efficient Savings Contributions.
Each eligible employee, by filing a Tax-Efficient Savings agreement in such
form and in such manner and at such time as the Committee may prescribe, may
elect to have contributed to the Plan on his or her behalf
(a) for each pay period, a Tax-Efficient Savings Contribution in such amount
as he or she may authorize at a rate of not less than one percent nor
more than twenty (20) percent for the period following the first pay
period after January 1, 1997 through the first pay period after January
1, 1998 and twenty-five (25) percent thereafter, in increments of one
percent, (eighteen (18) percent up to the first pay period after January
1, 1997) of his or her wages for such pay period, such amounts to be
rounded down to the nearest full dollar, and
(b) for each profit sharing distribution, a Tax-Efficient Savings
Contribution in such amount as he or she may authorize at a rate of not
less than one percent nor more than 100 percent, in increments of one
percent, of such profit sharing distribution.
Subject to the foregoing provisions of this Paragraph IV, the rate of
Tax-Efficient Savings Contributions with respect to wages authorized by the
employee may be decreased, increased or stopped by him or her by delivering
notice of such change in such form and in such manner and at such time as the
Committee shall specify. If an employee shall become ineligible to have
Tax-Efficient Savings Contributions made to the Plan, his or her Tax-Efficient
Savings agreement shall terminate forthwith. If the Tax-Efficient Savings
agreement of an employee shall terminate for any reason, the employee
thereafter may, subject to the eligibility provisions of the Plan, resume the
making of Tax-Efficient Savings Contributions to the Plan, as of the first day
of any pay period by giving notice in such form and in such manner and at such
time as the Committee shall specify.
The Company shall contribute to the Plan each pay period, out of current or
accumulated earnings and profits, an amount equal to the aggregate of the
amounts of Tax-Efficient Savings Contributions to be contributed by the
Company on behalf of employees pursuant to such employees' elections under
Tax-Efficient Savings agreements with respect to such pay period.
The total amount of Tax-Efficient Savings Contributions allowable under
Tax-Efficient Savings agreements for any employee for any year beginning on or
after January 1, 1988 shall not exceed the lesser of $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of the Treasury
under Section 415(d) of the Internal Revenue Code or twenty (20) percent for
the period following the first pay period after January 1, 1997 through the
first pay period after January 1, 1998 and twenty-five (25) percent thereafter
(eighteen (18) percent up to the first pay period after January 1, 1997) of
the employee's wages for that year plus 100 percent of the profit sharing
distributions payable to the employee during that year, and for each employee
who is a highly compensated employee for the year as defined below shall not
exceed the percent of the employee's wages and profit sharing distributions
for the year determined as follows. There first shall be determined, under
the following table, an average allowable tax-efficient savings percentage,
for the eligible employees who are not highly compensated employees for the
year as a group.
If the average of the
actual Tax-Efficient
Savings Contribution
percentages of eligible
employees who are not
highly compensated
employees for the year
is:
The allowable average Tax-Efficient Savings
Contribution percentage
for eligible employees who
are highly compensated
employees shall not
exceed:
(a) 2% or less (a) 2.0 times the average of the actual
tax-efficient savings percentages for eligible
employees who are not highly compensated
employees.
(b)over 2% but not more (b) 2.0 percentage points
than 8% added to the average of the actual
tax-efficient savings percentages for
eligible employees who are not highly
compensated employees.
(c)more than 8% (c) 1.25 times the average of the tax-efficient
savings percentages for eligible employees who
are not highly compensated employees or, in
any case, such lesser amount as the Secretary
of the Treasury shall prescribe to prevent the
multiple use of parts (a) and (b) of this
limitation with respect to any highly
compensated employee.
The Committee shall, to the extent necessary to conform to the foregoing
limitations, reduce the amounts of allowable Tax-Efficient Savings
Contributions for such year with respect to any or all eligible employees.
Any such reductions by the Committee shall be done in such manner as the
Committee from time to time may prescribe.
"Average Tax-Efficient Savings Contribution percentage" means the average of
the Tax-Efficient Savings Contribution percentages of the eligible employees
in a group.
"Tax-Efficient Savings Contribution percentage" means the ratio (expressed as
a percentage) of Tax-Efficient Savings Contributions under the Plan on behalf
of the eligible employee for the year to the eligible employee's compensation
for the year. "Compensation" for this purpose means compensation paid by the
Company to the employee during the year which is required to be reported as
wages on the employee's Form W-2, plus Tax-Efficient Savings Contributions.
The determination of the Tax-Efficient Savings Contribution percentage and the
treatment of Tax-Efficient Savings Contributions shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury pursuant to
the Internal Revenue Code.
The Tax-Efficient Savings Contribution percentage for any eligible employee
who is a highly compensated employee for the year and who is eligible to have
Tax-Efficient Savings Contributions allocated to his account under two or more
plans described in section 401(a) of the Internal Revenue Code or arrangements
described in section 401(k) of the Internal Revenue Code that are maintained
by the Company or an affiliated corporation shall be determined as if all such
contributions were made under a single plan.
The term "highly compensated employee" includes highly compensated active
employees and highly compensated former employees.
A highly compensated active employee includes any employee who performs
service for the Company and who (i) was a 5 percent owner at any time during
the look-back year or determination year, which terms are defined below, or
(ii) for the look-back year, received compensation from the Company in excess
of $80,000 (as adjusted pursuant to the Internal Revenue Code) and, if the
Company so elects for the look-back year, was in the top-paid group of
employees for such look-back year.
For this purpose, the determination year shall be the plan year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.
A highly compensated former employee includes any employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for the Company during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee's 55th birthday.
The determination of who is a highly compensated employee, including the
determinations of the number and identity of employees in the top-paid group,
and the compensation that is considered, will be made in accordance with
section 414q of the Internal Revenue Code and the regulations thereunder.
Subject to such regulations as the Committee from time to time may prescribe,
a member whose Tax-Efficient Savings Contributions to this Plan and similar
contributions to all other plans in which the member is a participant exceed
the limit of $7,000 multiplied by the cost-of-living adjustment factor
prescribed by the Secretary of the Treasury for any year may request and
receive return of such excess Tax-Efficient Savings Contributions to this Plan
for such year and earnings thereon by submitting a request for return of such
excess in this Plan to the Committee in such form as shall be acceptable to
the Committee. Such amounts shall be returned to such member no later than
April 15, 1989, and each April 15 thereafter, to members who submit such
requests to the Committee no later than the immediately preceding March 1.
Tax-Efficient Savings Contributions and earnings thereon in excess of the
limitations in this Paragraph IV applicable to such contributions by employees
shall be returned to members on whose behalf such contributions were made for
the preceding plan year at such times and upon such terms as the Committee
shall prescribe. Income on excess contributions shall be allocated in the
same manner that income is allocated to members' accounts during the plan
year, and such method will be used consistently for all affected members.
A newly-hired employee of a Participating Company who elects membership in the
Plan in accordance with Paragraph III may make a rollover contribution, as
permitted under Section 402(a)(5) of the Internal Revenue Code, to the Plan in
cash in an amount not exceeding the total amount of taxable proceeds
distributed to such employee by a similar qualified plan maintained by his or
her immediately preceding former employer. The rollover contribution must be
made by the employee within 60 days following the receipt by the employee of
such distribution from such former employer's plan. Rollover contributions
shall be invested in accordance with the provisions of Paragraph VII as the
employee shall elect.
A member of the Plan who is reinstated following qualified military service,
as defined in the Uniformed Services Employment and Reemployment Rights Act,
may elect to have contributions made to the Plan from such member's wages paid
following such qualified military service that shall be attributable to the
period contributions were not otherwise permitted due to military service.
Such additional contributions shall be based on the amount of wages and profit
sharing that the member would have received but for military service and shall
be subject to the provisions of the Plan in effect during the applicable
period of military service. Such contributions shall be made during the
period beginning upon reemployment following military service and ending at
the lesser of (i) five years or (ii) the member's period of military service
multiplied by three. Such additional contributions shall not be taken into
account in the year in which they are made for purposes of any limitation or
requirement identified in Section 414(u)(1) of the Internal Revenue Code
provided, however, that such contributions, when added to contributions
previously made, shall not exceed the applicable limits in effect during the
period of military service if the member had continued to be employed by the
Company during such period. Further, payments on any loan or loans
outstanding during the period of military service shall be extended for a
period of time equal to the period of qualified military service.
The Company may recover, without interest, the amount of its contributions
made on account of a mistake in fact, provided that such recovery is made
within one year after the date of such contribution. Any recovery by the
Company of its contributions to the Plan shall not exceed the value at the
time of recovery of assets acquired with the Company's contributions and
earnings thereon.
In the event the deduction of the contribution made by the Company is
disallowed under section 404 of the Internal Revenue Code, such contribution
(to the extent disallowed) must be returned to the Company within one year of
the disallowance of the deduction.
V. Member's Account in Trust Fund.
As soon as practicable after each pay period but in any event not later than
15 days after the month of payment of wages for such pay period, the Company
shall pay to the Trustee (a) the Tax-Efficient Savings Contributions for such
period, and (b) the amounts of payments by members with respect to loans and
interest thereon pursuant to Paragraph XI hereof. Upon receipt of such
payments by the Trustee, the aggregate amount of such payments (and earnings
thereon, as from time to time received by the Trustee) shall be credited to
the respective accounts of the members, and the Trustee shall hold, invest and
dispose of the same as provided in the Plan.
The corpus or income of the trust may not be diverted to or used for any
purpose other than the exclusive benefit of the members or their
beneficiaries.
VI. Vesting.
The assets credited to a member's account shall be fully vested and no portion
of such account shall be subject to forfeiture for any reason whatsoever.
VII. Member's Election as to Investment of Funds.
Tax-Efficient Savings Contributions made on behalf of a member shall be
invested as the member shall elect in one or more of the Ford Stock Fund, the
Common Stock Fund, the Bond Fund, the Interest Income Fund, the 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 at least five percent of the
amount contributed; contributions in excess of five percent 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 upon request of such employee.
The Committee may in its discretion make additions to or deletions from the
Additional Mutual Funds listed in Appendix A.
A member's initial investment election hereunder shall be stated in his or her
Tax-Efficient Savings agreement. Each investment election hereunder with
respect to wages shall remain in effect until changed by the member, and may
be changed effective for any pay period in respect of Tax-Efficient Savings
Contributions made thereafter by delivering a notice in such form and in such
manner and at such time as the Committee shall specify. Profit sharing
distributions that members elect to have contributed to the Plan shall be
invested in accordance with a member's election in effect with respect to
weekly wages at the time profit sharing distributions are contributed to the
Plan or, if the member does not have in effect such an election with respect
to weekly wages, in accordance with the member's latest election or, in the
absence of any such election, in the Interest Income Fund.
VIII. Transfer of Assets to Other Investment Elections.
Any member may elect, at such times, in such manner, to such extent and with
respect to such assets as the Committee from time to time may determine, to
have the value of all or part of the assets invested in any investment
election under the Plan in such member's account transferred by being invested
in such account in such other of the ways in which Tax-Efficient Savings
Contributions may be invested pursuant to this Paragraph VIII as the member
shall elect; provided, however, that:
(a) a member may not transfer the value of amounts credited to his or her
Income Fund subaccount except at such times as the Committee may
determine;
(b) a member may make one (1) or more such transfer elections each business
day, and, in addition, a member may elect to transfer the value of
amounts credited to his or her Income Fund subaccount at any such time
as the Committee may determine;
(c) a member may make such transfer elections in either a dollar amount or a
percentage of the amount invested in such investment election from which
such transfer is elected, in increments of one percent, provided that
the amount transferred is at least the greater of five percent of the
value of the assets in the investment election from which transfer is
elected or $250.00, or, if the amount invested in the investment
election from which transfer is elected is less than $250.00, the entire
value of the assets invested in the investment election from which
transfer is elected; and
(d) all such transfer elections shall be subject to such other regulations
as the Committee may prescribe, which may specify, among other things,
application procedures, minimum and maximum amounts that may be
transferred, procedures for determining the value of assets, the subject
of a transfer election and other matters which may include conditions or
restrictions applicable to transfer elections.
IX. Investment of Dividends, Interest, Etc.
Cash dividends, interest, and the cash proceeds of any other distribution in
respect of the Ford Stock Fund, the Common Stock Fund, the Bond Fund, the
Interest Income Fund and the Income Fund shall be invested in the respective
Funds except that all or a portion of cash dividends paid on Company stock
held in the Ford Stock Fund that have not been in the Plan continuously since
January 1, 1989 shall be distributed in accordance with the provisions of
Paragraph X to members who have elected to invest in the Ford Stock Fund
unless such members elect not to receive such dividends.
X. Distribution of Assets.
Distribution of all assets in a member's account shall be governed by the
following provisions:
1. Termination of Employment
In the case of a member's termination of employment for any reason
(whether voluntary or by discharge, with or without cause), the cash
value of assets in his or her account shall be delivered to the member
as soon as practicable after the earliest of
(i) receipt of a request for distribution made by the member at or
after termination of employment in accordance with the provisions of
Paragraph XII,
(ii) the end of the calendar quarter in which such member attains age
sixty-five (65) or, if later, the date of termination of employment of
such member unless such member shall have elected prior to attainment of
age sixty-five (65), or, if later, at termination of employment, to have
distribution of assets in such member's account deferred beyond age
sixty five (65). In the case of distribution of assets in the account
of a member who has attained age sixty-five (65), distribution shall be
made no later than the 60th day after the later of the close of the year
in which the member attains age sixty-five (65) or terminates
employment,
(iii)attainment of age seventy and one-half (70-1/2) on or after January
1, 1988 in which event distribution of the cash value of assets in his
or her account shall begin not later than April 1 of the calendar year
following the calendar year in which the member attains age seventy and
one-half (70-1/2) and shall be made over a period of fifteen (15) years
or, if the member so elects, over the life of the member or the lives of
the member and the member's beneficiary under the Plan (including the
member's spouse) in accordance with section 401(a)(9) of the Internal
Revenue Code and with regulations prescribed by the Secretary of the
Treasury thereunder and subject to such regulations as the Committee may
prescribe, or
(iv) for accounts established on or after October 1, 1995, at
termination of employment if the value of the account is less than
$3,500 (determined within 90 days after termination) and was less than
$3,500 on the effective date of any prior withdrawal or distribution
from such member's account,
2. Dividends on Company stock in the Ford Stock Fund.
All or a portion of cash dividends paid on shares of Company stock in
the Ford Stock Fund that have not been in the Plan continuously since
January 1, 1989 shall be distributed to members who have assets in the
Ford Stock Fund and do not reject such distribution. The amount of such
dividends that shall be distributed to members who do not reject
distribution shall equal the lesser of (i) the total of such dividends,
or (ii) the total amount of dividends paid on all shares held in the
Ford Stock Fund multiplied by the ratio of the number of Ford Stock Fund
units in the accounts of members who do not reject such distribution to
the number of Ford Stock Fund units in the accounts of all members. The
amount of such dividends that shall be distributed to each member who
has not rejected such distribution shall be equal to the total amount of
dividends to be distributed multiplied by the ratio of the number of
Ford Stock Fund units in the account of such member to the total number
of Ford Stock Fund units in the accounts of all members who have not
rejected such distribution.
Distribution of such dividends shall be made as soon as practicable
after receipt of such dividends by the Trustee.
A member to whom such dividends would otherwise be distributed may
reject such distribution in such manner and at such time as the
Committee shall determine.
3. Death of a Member.
In the event of death of a member, distribution shall be made to such
member's beneficiaries hereunder as soon as practicable after notice of
such member's death is received by the Company.
4. Miscellaneous
For purposes of any distribution of assets in a member's account
pursuant to this Paragraph X, the cash value of assets in his or her
account shall be reduced by the balance of any loan made to such member
as provided in Paragraph XI hereof and interest thereon that is unpaid
at the effective date of such distribution.
Subject to the provisions of Paragraph XVII hereof, and subject to such
regulations as the Committee from time to time may prescribe, a member
receiving a distribution pursuant to this Paragraph X may direct the
Trustee to make distribution of the cash value of assets in such
member's Ford Stock Fund account in the form of whole shares of Company
stock and cash for any fraction of a share, such distribution to be at a
price per share equal to the current market value of Company stock on
the effective date of the distribution. The member so directing the
Trustee shall pay all applicable transfer taxes incident to the
distribution of such shares by the Trustee, and the amount thereof may
be deducted from the payment made by the Trustee to the member.
Assets held for the benefit of an alternate payee pursuant to a
qualified domestic relations order as defined by section 414(p) of the
Internal Revenue Code of 1986 and section 206(d) of ERISA shall be
distributed prior to the date on which assets would be distributed to a
member if such order so requires provided that such order requires
distribution of all assets held for the benefit of such alternate payee.
In the event that distribution to a member or his or her beneficiary or
beneficiaries cannot be made because the identity or location of such
member or such beneficiary or beneficiaries cannot be determined after
reasonable efforts and if the assets in such member's account for that
reason remain undistributed for a period of one year, the Committee may
direct that the assets in such member's account shall be forfeited and
all liability for the payment thereof shall terminate provided, however,
that in the event that the identity or location of the member or
beneficiary is subsequently determined, the value of the assets in such
member's account at the date of forfeiture shall be paid by the Company
to such person in a single sum. The value of the assets so forfeited
shall be applied, as soon as practicable, to reimburse the Company for
its expense in administering the Plan. For such purposes, the value of
the assets in such member's account shall be determined as of the date
of the forfeiture.
5. Rollovers
A member who would otherwise receives a distribution may elect to have
the Trustee transfer directly to an Individual Retirement Account
("IRA") of the member or to another employer's plan in which the member
is a participant all or part of the assets included in the distribution,
including Company stock, except (i) a distribution required to be made
to a member who has attained age seventy and one half (70 1/2) to
satisfy the minimum distribution requirements of section 401(a)(9) of
the Internal Revenue Code, and (ii) the portion of the distribution that
constitutes a return of the member's after-tax contributions that were
transferred from the Tax Reduction Act Stock Ownership Plan for Hourly
Employees when that Plan was terminated in 1989. Any transfer shall be
subject to such regulations as the Committee from time to time may
prescribe. The member shall designate the IRA or other employer's plan
to which assets are to be transferred and transfer shall be made subject
to acceptance by the transferee plan or IRA.
6. Active Employees who attained age seventy and one half (70 1/2) prior to
January 1, 1997
Distributions to active employees who attained age seventy and one half
(70 1/2) prior to January 1, 1997 shall be continued in accordance with
the provisions of the Plan and the Internal Revenue Code as in effect
prior to January 1, 1997 unless such active employees elect to have such
distributions discontinued effective beginning with distributions that
would otherwise be required to be made for the 1997 plan year.
XI. Borrowings with Respect to Assets Attributable to Tax-Efficient Savings
Contributions.
Subject to such regulations as the Committee from time to time may prescribe,
a member prior to termination of employment may apply for and receive a loan
from the Plan provided that the aggregate of all such loans does not exceed
the lesser of
(i) the cash value of assets in such member's account excluding the
cash value of assets invested in the Income Fund;
(ii) fifty percent (50%) of the cash value of assets at the time of any
such loan in his or her account but not more than $50,000; or
(iii)$50,000 reduced by the difference between such member's highest
loan balance under all plans of the Company and its subsidiaries during the
previous 12 months (ending on the day before the effective date of such loan
from
the Plan) and such member's loan balance on the effective date of such loan.
The member may designate the assets to be used to provide the amount of the
loan or, if the member so elects, such loan shall be made proportionately from
each investment in such member's account under the Plan provided, however,
that no amount credited to such member's Income Fund subaccount shall be used
to provide any part of the loan. No loan of less than $1,000 shall be made.
All loans from all plans of the Company and other members of a group of
employers described in sections 414(b), 414(c), 414(m) and 414(o) of the
Internal Revenue Code are aggregated for purposes of the above limitation in
Subparagraph (iii).
All such loans shall (i) be available to all members on a reasonably
equivalent basis, (ii) be adequately secured and (iii) bear a reason- able
rate of interest and be subject to such other requirements, including
repayment terms, as the Committee from time to time may prescribe, provided,
however, that (a) the entire amount of any such loan and all amounts of
related interest must be repaid not later than 60 months or, in the case of a
loan made for the member to buy or construct the principal residence of the
member, 120 months (or, when permitted by law, such later date as the
Committee may determine) after the month in which the loan is effective and
(b) repayments shall be made by a member from his or her wages by payroll
deductions or in such other manner as the Committee may prescribe. In no
event shall the repayment be made less frequently than once per calendar
quarter. The Committee shall determine a rate of interest such that the Plan
is provided with a return commensurate with the interest rates charged by
persons in the business of lending money for loans which would be made under
similar circumstances. Any loan to a member shall be secured by such member's
interest in the Plan. All such requirements shall be applicable on a uniform
and non-discriminatory basis to all members who may apply for such loans.
Amounts paid by a member, including interest payments, with respect to any
such loan shall be credited to a loan subaccount in such member's account.
Loan repayments, including interest, on loans made before October 1995 shall
be invested in the Interest Income Fund until the member elects to have such
assets transferred. Loan repayments, including interest, on loans made on or
after October 1, 1995 shall be invested in the latest investment elections
made on or after October 1, 1995 by the member with respect to weekly
contributions or, in the absence of such election, in the Interest Income Fund
until the members elects to have such assets transferred.
XII. Withdrawal of Assets.
Prior to termination of employment a member shall not be permitted to withdraw
all or any portion of the cash value of assets in the member's account;
provided, however, that such withdrawal shall be permitted (i) at any time
after the member shall have attained age fifty-nine and one half (59 1/2) or
(ii) prior to attaining age fifty-nine and one half (59 1/2), if withdrawal
(i) is made on account of an immediate and heavy financial need of the member
and (ii) is necessary to satisfy such financial need.
At any time after the member shall have terminated employment or attained age
fifty-nine and one half (59 1/2), a member may elect to withdraw all or part
of the cash value of assets in such member's account as the member may
specify. In addition, a member may elect to make a systematic withdrawal of
the cash value of assets in such member's account in monthly, quarterly,
semi-annual or annual installments over such period of time as the member
shall
specify. Each such installment shall be paid in an amount equal to the cash
value of assets in such member's account at the effective date of each such
installment multiplied by a fraction the numerator of which is one and the
denominator of which is the number of installments remaining in the period
specified by the member. The cash value of each such installment in a
systematic withdrawal shall be withdrawn proportionately from each of the
investments which the member has elected under the Plan at the effective date
of each such installment. The effective date of each such installment shall
be selected by the Committee and communicated to members of the Plan. Such
systematic withdrawals shall be subject to such further requirements as the
Committee shall specify. In the event that the systematic withdrawals
specified by the member do not meet the minimum distribution requirements
beginning at age seventy and one half (70 1/2) under section 401(a)(9) of the
Internal Revenue Code as specified in Paragraph X, then such additional
amounts shall be distributed in accordance with the provisions of Paragraph X
as necessary to satisfy such minimum distribution requirements.
An immediate and heavy financial need shall be deemed to exist if the
requirements of Treasury Regulation section 1.401(k)-1(d)(2)(ii)(B) are met or
if an expense of $500 or more is approved by the Committee as constituting an
immediate and heavy financial need. A withdrawal will be deemed necessary to
satisfy such financial need if (i) the withdrawal is not in excess of the
immediate and heavy financial need; (ii) the member has no other distribution
or nontaxable loan privileges available from any plan maintained by the
Company or its subsidiaries; (iii) the member's contributions to the Company's
savings plans are suspended for twelve months after the withdrawal; and (iv)
the annual limit on Tax-Efficient Savings Contributions in the taxable year of
enrollment following the hardship withdrawal is reduced by the amount of
Tax-Efficient Savings Contributions made in the withdrawal year. Any
withdrawal
on account of financial hardship cannot exceed the dollar amount of
Tax-Efficient Savings Contributions made to the account of the member,
exclusive of earnings thereon after December 31, 1988. Any such withdrawal of
assets shall be made as of the date specified by the Committee in its
determination of the existence of a financial hardship. The assets so
withdrawn shall be delivered to the member as soon as practicable after the
effective date of the withdrawal.
Subject to the provisions of Paragraph XVII hereof, and subject to such
regulations as the Committee from time to time may prescribe, a member
requesting any such withdrawal other than an installment under a systematic
withdrawal, may direct the Trustee to make distribution of assets in such
member's Ford Stock Fund account in the form of whole shares of Company stock,
and in cash for any fractional share, such distribution to be at a price per
share equal to the current market value of Company stock on the effective date
of the withdrawal. The member so directing the Trustee shall pay all
applicable transfer taxes incident to the distribution of such shares by the
Trustee, and the amount thereof may be deducted from the payment made by the
Trustee to the member.
A member who would otherwise request a withdrawal may elect to have the
Trustee transfer directly to an Individual Retirement Account ("IRA") of the
member or to another employer's plan in which the member is a participant all
or part of the assets included in the withdrawal, including Company stock,
except (i) a withdrawal made after attainment of age seventy and one half (70
1/2) to satisfy the minimum distribution requirements under section 401(a)(9)
of the Internal Revenue Code and (ii) the portion of the withdrawal that
constitutes a return of the member's after-tax contributions that were
transferred from the Tax Reduction Act Stock Ownership Plan for Hourly
Employees when that Plan was terminated in 1989. Any transfer shall be subject
to such regulations as the Committee from time to time may prescribe. The
member shall designate the IRA or other employer's plan to which assets are to
be transferred and transfer shall be made subject to acceptance by the
transferee plan or IRA.
XIII. Ford Stock Fund, Common Stock Fund, Bond Fund, Interest Income Fund,
Income Fund, and Mutual Funds
1. Ford Stock Fund.
The Trustee shall establish and administer the Ford Stock Fund in
accordance with the following:
(a) Investments.
For each member who elects pursuant to Paragraph VII to
have Tax-Efficient Savings Contributions invested in the
Ford Stock Fund or for whom a transfer is made to the Ford
Stock Fund as provided in Paragraph VIII hereof, the
Trustee shall invest the sums so to be invested or
transferred in accordance with instructions of a person,
company, corporation or other organization appointed by the
Company. The Trustee may be appointed for such purpose.
Investments shall be made primarily in shares of Company
stock; a small portion shall be invested in short-term
investments to provide liquidity for daily activity. It is
expected that about one to two percent of the Fund will be
held in short-term investments, but the percentage may be
higher or lower, depending upon the expected liquidity
requirements of the Fund.
Investments of all or a portion of Ford Stock Fund assets
may be made in any common, collective or commingled fund
when, in the opinion of the Trustee, such investments are
consistent with the objective of the Ford Stock Fund.
(b) Ford Stock Fund Units.
Members shall have no ownership in any particular asset of
the Ford Stock Fund. The Trustee shall be the sole owner
of all Ford Stock Fund assets. Proportionate interests in
the Ford Stock Fund shall be expressed in Ford Stock Fund
Units. All Ford Stock Fund Units shall be of equal value
and no Ford Stock Fund Unit shall have priority or
preference over any other. Ford Stock Fund Units shall be
credited by the Trustee to accounts of members as of each
valuation date.
(c) Ford Stock Fund Unit Prices.
The term "Ford Stock Fund Unit Price," as used herein,
shall mean the value in money of an individual Ford Stock
Fund Unit expressed to the nearest cent. The Ford Stock
Fund Unit Price as of October 1, 1995 was $10.00, as
determined by the Committee. The number of Ford Stock Fund
Units as of October 1, 1995 was determined by dividing the
market value of shares of Company stock and cash received
by the Trustee for investment in the Ford Stock Fund by
such Ford Stock Fund Unit Price. Thereafter, the Ford
Stock Fund Unit Price shall be redetermined at the end of
each business day that is a trading day of the New York
Stock Exchange. The Ford Stock Fund Unit Price for each
such business day shall be determined by dividing the net
asset value of the Ford Stock Fund on such business day by
the number of Ford Stock Fund Units outstanding on such
business day. Ford Stock Fund Unit Prices shall be
determined before giving effect to any distribution or
withdrawal and before crediting contributions to members'
accounts effective as of any such business day. Net asset
value of the Ford Stock Fund shall be computed as follows:
(i) Company stock shall be valued at the closing price on
the New York Stock Exchange on such business day, or,
if no sales were made on that date, at the closing
price on the next preceding day on which sales were
made.
(ii) All other assets of the Ford Stock Fund, including
any interest in a common, collective or commingled
fund, shall be valued at the fair market value as of
the close of business on the valuation date. Fair
market value shall be determined by the Trustee in
the reasonable exercise of its discretion, taking
into account values supplied by a generally accepted
pricing or quotation service or quotations furnished
by one or more reputable sources, such as securities
dealers, brokers, or investment bankers, values of
comparable property, appraisals or other relevant
information and, in the case of a common, collective
or commingled fund, fair market value shall be the
unit value of such fund for a date the same as the
valuation date, or as close thereto as practicable.
(iii) Ford Stock Fund Units credited to members' 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. Ford Stock Fund Units
withdrawn or distributed shall be valued at the Ford
Stock Fund Unit Price at the close of business on the
day coinciding with the effective date of such
withdrawal or distribution.
(iv) Investment transactions, income and any expenses
chargeable to the Ford Stock Fund will be accounted
for on an accrual basis.
(d) Distribution and Withdrawal From Ford Stock Fund.
The cash value of assets in the Ford Stock Fund shall be
distributed to members or may be withdrawn by members only
in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be in cash, except that
a member making a withdrawal or receiving a distribution
may direct the Trustee to make such withdrawal or
distribution in the form of whole shares of Company stock,
based on the closing price on the New York Stock Exchange
on the effective date of such withdrawal or distribution.
(e) Registered Name.
Securities held in the Ford Stock Fund may be registered in
the name of the Trustee or its nominee.
2. Common Stock Fund.
The Trustee shall establish and administer the Common Stock Fund
in accordance with the following:
(a) Investments.
For each member who elects pursuant to Paragraph VII to
have Tax-Efficient Savings Contributions invested in the
Common Stock Fund or for whom a transfer is made to the
Common Stock Fund as provided in Paragraph VIII hereof, the
Trustee shall invest the sums so to be invested or
transferred in accordance with instructions of a person,
company, corporation or other organization appointed by the
Company. The Trustee may be appointed for such purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and
yield performance of the publicly traded common stocks (i)
of the 500 corporations included in Standard and Poor's 500
Index and (ii) of the corporations having capitalizations
of at least $100 million as publicly reported from time to
time and not included in the Standard & Poor's 500 Index.
Assets shall be invested in the common stock of each of
such corporations in the same percentage weighting as the
capitalization of such corporation is as a percentage of
the total of the capitalizations of all of such
corporations.
Investments of all or a portion of Common Stock Fund assets
may be made in any common, collective or commingled fund
when, in the opinion of the Trustee, such investments are
consistent with the objective of the Common Stock Fund. A
portion of the funds of the Common Stock Fund may be held
in cash or invested in short-term obligations when deemed
advisable by the Trustee. Securities may be sold without
regard to the length of time they have been held.
(b) Common Stock Fund Units.
Members shall have no ownership in any particular asset of
the Common Stock Fund. The Trustee shall be the sole owner
of all Common Stock Fund assets. Proportionate interests
in the Common Stock Fund shall be expressed in Common Stock
Fund Units. All Common Stock Fund Units shall be of equal
value and no Common Stock Fund Unit shall have priority or
preference over any other. Common Stock Fund Units shall
be credited by the Trustee to accounts of members as of
such valuation date.
(c) Common Stock Fund Unit Prices.
The term "Common Stock Fund Unit Price," as used herein,
shall mean the value in money of an individual Common Stock
Fund Unit expressed to the nearest cent. The Common Stock
Fund Unit Price as of November 30, 1988 was determined by
the Committee. The number of Common Stock Fund Units as of
November 30, 1988 was determined by dividing the total
amounts received by the Trustee for investment in the
Common Stock Fund by such Common Stock Fund Unit Price.
Thereafter, the Common Stock Unit Price shall be
redetermined at the end of each business day that is a
trading day on the New York Stock Exchange. The Common
Stock Fund Unit Price for each such business day shall be
determined by dividing the net asset value of the Common
Stock Fund on such business day by the number of Common
Stock Fund Units outstanding on such business day. Common
Stock Fund Unit Prices shall be determined before giving
effect to any distribution or withdrawal and before
crediting contributions to members' accounts effective as
of any such business day. Net asset value of the Common
Stock Fund shall be computed as follows:
(i) Securities listed on a national stock exchange shall
be valued at the closing price on the valuation date,
or, if no sales were made on that date, at the
closing price on the next preceding day on which
sales were made, in either case as reported on the
primary exchange.
(ii) Securities traded only in over-the-counter markets
shall be valued at the mean of the closing bid and
asked prices as listed in a publication or
publications selected by the Trustee for the
valuation date, or the next preceding day for which
such prices are available, if not available for the
valuation date.
(iii) All other assets of the Common Stock Fund, including
any interest in a common, collective or commingled
fund, shall be valued at the fair market value as of
the close of business on the valuation date. Fair
market value shall be determined by the Trustee in
the reasonable exercise of its discretion, taking
into account values supplied by a generally accepted
pricing or quotation service or quotations furnished
by one or more reputable sources, such as securities
dealers, brokers, or investment bankers, values of
comparable property, appraisals or other relevant
information and, in the case of a common, collective
or commingled fund, fair market value shall be the
unit value of such fund for a date the same as the
valuation date, or as close thereto as practicable.
(iv) Common Stock Fund Units credited to members' accounts
with respect to Tax-Efficient Savings Contributions
made during any month shall be credited at the Common
Stock Fund Unit Price determined as of the close of
business on the day that such contributions are
received by the Trustee. Common Stock Fund Units
withdrawn or distributed shall be valued at the
Common Stock Fund Unit Price at the close of business
on the day coinciding with the effective date of such
withdrawal or distribution.
(v) Investment transactions, income and any expenses
chargeable to the Common Stock Fund will be accounted
for on an accrual basis.
(d) Distribution and Withdrawal From Common Stock Fund.
The cash value of assets in the Common Stock Fund shall be
distributed to members or may be withdrawn by members only
in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be only in cash.
(e) Voting Stock.
The Trustee shall be entitled, itself or by proxy, to vote
in its discretion all shares of voting stock in the Common
Stock Fund.
(f) Registered Name.
Securities held in the Common Stock Fund may be registered
in the name of the Trustee or its nominee.
3. Bond Fund.
The Trustee shall establish and administer the Bond Fund in
accordance with the following:
(a) Investments.
For each member who elects pursuant to Paragraph VII to
have Tax-Efficient Savings Contributions invested in the
Bond Fund or for whom a transfer is made to the Bond Fund
as provided in Paragraph VIII hereof, the Trustee shall
invest the sums so to be invested or transferred in
accordance with instructions of a person, company,
corporation or other organization appointed by the Company.
The Trustee may be appointed for such purpose.
Investments shall be made with the objective of providing
investment results that closely correspond to the price and
yield performance of the Lehman Brothers Aggregate Index
(the "Lehman Aggregate Index"). Assets shall be invested
in a portfolio of Treasury notes and bonds, corporate notes
and bonds and mortgage-backed securities and other
securities that, in the aggregate, typify the securities
that are included in the Lehman Aggregate Index.
Investments of all or a portion of Bond Fund assets may be
made in any common, collective or commingled fund
maintained by the Trustee or the person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Bond Fund when, in the
opinion of the Trustee or the person, company, corporation
or other organization appointed by the Company to manage
all or a portion of the Bond Fund, such investments are
consistent with the objective of the Bond Fund. To the
extent that assets are so invested, they shall be subject
to the terms and conditions of the Declaration of Trust of
such common, collective or commingled fund, as amended from
time to time. A portion of the funds of the Bond Fund may
be held in cash or invested in short-term obligations when
deemed advisable by the Trustee or the person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Bond Fund. Securities
may be sold without regard to the length of time they have
been held. A different market index of publicly traded
fixed income securities may be selected by the Company for
investments of Bond Fund assets in the event the Lehman
Aggregate Index is discontinued or for other reasons.
(b) Bond Fund Units.
Members shall have no ownership in any particular asset of
the Bond Fund. The Trustee shall be the sole owner of all
Bond Fund assets. Proportionate interests in the Bond Fund
shall be expressed in Bond Fund Units. All Bond Fund Units
shall be of equal value and no Bond Fund Unit shall have
priority or preference over any other. Bond Fund Units
shall be credited by the Trustee to accounts of members as
of each valuation date.
(c) Bond Fund Unit Prices.
The term "Bond Fund Unit Price," as used herein, shall mean
the value in money of an individual Bond Fund Unit
expressed to the nearest cent. The Bond Fund Unit Price as
of January 31, 1994 was determined by the Committee. The
number of Bond Fund Units as of January 31, 1994 was
determined by dividing the total amounts received by the
Trustee pursuant to Paragraphs VII and VIII hereof for
investment in the Bond Fund for the month of January 1994
by such Bond Fund Unit Price. Thereafter, the Bond Fund
Unit Price shall be redetermined each business day that is
a trading day on the New York Stock Exchange. The Bond
Fund Unit Price for each such business day shall be
determined by dividing the net asset value of the Bond Fund
on such business day by the number of Bond Fund Units
outstanding on such business day. Bond Fund Unit Prices
shall be determined before giving effect to any
distribution or withdrawal and before crediting
contributions to members' accounts effective as of any such
business day. Net asset value of the Bond Fund shall be
computed as follows:
(i) All assets of the Bond Fund, including any interest in a
common, collective or commingled fund, shall be valued at
the fair market value as of the close of business on the
valuation date. Fair market value shall be determined by
the Trustee in the reasonable exercise of its discretion,
taking into account values supplied by a generally accepted
pricing or quotation service or quotations furnished by one
or more reputable sources, such as securities dealers,
brokers, or investment bankers, values of comparable
property, appraisals or other relevant information and, in
the case of a common, collective or commingled fund, fair
market value shall be the unit value of such fund for a
date the same as the valuation date, or as close thereto as
practicable.
(ii) Bond Fund Units credited to members' accounts with respect
to Tax-Efficient Savings Contributions made during any
month shall be credited at the Bond Fund Unit Price
determined as of the close of business on the day that such
contributions are received by the Trustee. Bond Fund Units
withdrawn or distributed shall be valued at the Bond Fund
Unit Price at the close of business on the day coinciding
with the effective date of such withdrawal or distribution.
(iii)Investment transactions, income and any expenses chargeable
to the Bond Fund will be accounted for on an accrual basis.
(d) Distribution and Withdrawal From Bond Fund.
The cash value of assets in the Bond Fund shall be
distributed to members or may be withdrawn by members only
in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be only in cash.
(e) Registered Name.
Securities held in the Bond Fund may be registered in the
name of the Trustee or its nominee.
4. Interest Income Fund.
The Trustee shall establish and manage the Interest Income Fund
in accordance with the following:
(a) Investments.
For each member who elects pursuant to Paragraph VII to
have Tax-Efficient Savings Contributions invested in the
Interest Income Fund or for whom a transfer is made as
provided in Paragraph VIII, the Trustee shall invest the
sums so to be invested or transferred in accordance with
instructions of one or more persons, companies,
corporations or other organizations appointed by the
Company. The Trustee may be appointed for such purpose.
Investments shall be made with the objective of providing a
broadly diversified, stable value investment in which the
value of the member's investment does not fluctuate except
for the addition of interest credited to the member's
account. The interest rate payable on assets in the
Interest Income Fund will be declared annually in advance
and may be changed each calendar year.
The Trustee shall invest the Tax-Efficient Savings
Contributions, and earnings thereon, received for the
accounts of members who elect to invest in the Interest
Income Fund according to the advice of the Interest Income
Fund Advisor. Assets in such Fund shall be invested in a
well diversified portfolio of fixed income securities,
including investment contracts with insurance companies and
other organizations, individual fixed income securities,
and units in fixed income collective funds. Securities may
be sold without regard to the length of time they have been
held. Investments shall be subject to such additional
restrictions as from time to time shall be provided in the
agreement designating or appointing the Interest Income
Fund Advisor. To the extent that the actual return on
assets in the Fund is more or less than the declared rate
of interest for the current year, the rate of interest
declared and paid for succeeding years will be adjusted
upward or downward.
Investments of all or a portion of Interest Income Fund
assets may be made in any common, collective or commingled
fund maintained by the Trustee or any person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Interest Income Fund
when, in the opinion of the Trustee or the person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Interest Income Fund,
such investments are consistent with the objective of the
Interest Income Fund. To the extent that assets are so
invested, they shall be subject to the terms and conditions
of the Declaration of Trust of such common, collective or
commingled fund, as amended from time to time. A portion
of the funds of the Interest Income Fund may be held in
cash or invested in short-term obligations when deemed
advisable by the Trustee or the person, company,
corporation or other organization appointed by the Company
to manage all or a portion of the Interest Income Fund.
(b) The Trustee periodically shall credit to the appropriate
Interest Income Fund accounts of members interest at the
rate declared prior to the commencement of each calendar
year.
(c) In the event that the total value of the Interest Income
Fund is reduced for any reason (other than by reason of
distributions to or withdrawals or transfers by members
pursuant to the Plan), the Trustee shall reduce the total
amount credited to the Interest Income Fund account of each
member by a proportionate amount.
(d) Cash credited to members' accounts in the Interest Income
Fund shall be distributed to members or may be withdrawn by
members only in accordance with Paragraphs X and XII
hereof. All distributions and withdrawals shall be only in
cash.
(e) Interest Income Fund Value.
The term "Value" as used herein shall mean the value in
money of the net assets in the Interest Income Fund. The
Interest Income Fund Value shall be determined each
business day that is a trading day on the New York Stock
Exchange. Interest Income Fund Values shall be determined
before giving effect to any distribution or withdrawal and
before crediting contributions or transfers to members'
accounts effective as of any such business day. The Value
of the Interest Income Fund shall be computed as follows:
(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.
5. Income Fund.
(a) For each member who elected prior to January 1, 1996
pursuant to Paragraph VII to have Tax-Efficient Savings
Contributions invested in the Income Fund or for whom a
transfer was made prior to January 1, 1996 to the Income
Fund as provided in Paragraph VIII hereof, the Trustee
established an Income Fund subaccount or subaccounts, which
shall continue to be parts of the member's account under
the Plan, and credited to such subaccounts the sums
transferred or invested under such member's election or
elections.
(b) The Trustee periodically shall credit to the appropriate
Income Fund subaccount of such member proportionate amounts
of any increases in the total amount credited to the
account of the Trustee under the applicable Income Fund
Contract (other than increases due to payments by the
Trustee to the Income Fund Manager).
(c) In the event that the total amount credited at any time to
the account of the Trustee under the applicable Income Fund
Contract is reduced for any reason (other than by reason of
payments by the Income Fund Manager to the Trustee for
distributions to or withdrawals by members pursuant to the
Plan), the Trustee shall reduce the total amount credited
to the Income Fund subaccount or subaccounts of each member
by a proportionate amount.
(d) Cash credited to members' subaccounts in the Income Fund
shall be distributed to members or may be withdrawn or
transferred by members only in accordance with Paragraphs
VIII, X, XI, and XII hereof.
(e) The Company entered into one or more Income Fund Contracts
with one or more insurance companies or other organizations
for members electing the Income Fund option provided in
this Subparagraph 5 of Paragraph XIII.
(c) In the event that the total amount credited at any time to
the account of the Trustee under the applicable Income Fund
Contract is reduced for any reason (other than by reason of
payments by the Income Fund Manager to the Trustee for
distributions to or withdrawals by members pursuant to the
Plan), the Trustee shall reduce the total amount credited
to the Income Fund subaccount or subaccounts of each member
by a proportionate amount.
(d) Cash credited to members' subaccounts in the Income Fund
shall be distributed to members or may be withdrawn or
transferred by members only in accordance with Paragraphs
VIII, X, XI, and XII hereof.
(e) The Company entered into one or more Income Fund Contracts
with one or more insurance companies or other organizations
for members electing the Income Fund option provided in
this Subparagraph 5 of Paragraph XIII.
6. Mutual Funds.
Each of the Mutual Funds offered as an investment election
under the Plan shall be described in a prospectus for each
such Mutual Fund and each such prospectus shall be provided
to each member of the Plan who requests such prospectus.
XIV. Member's Quarterly Statement.
As soon as practicable after the end of each calendar quarter of each
year, there shall be furnished to each member a statement as of the end
of each such quarter of such year of the cash value of each of the
investments in his or her account, the contributions made on behalf of
such member during the preceding calendar quarter, the investment
elections with respect to such contributions, and such additional
information as the Committee shall determine. Such statements shall be
deemed to have been accepted by the member and his or her beneficiaries
designated hereunder as correct unless written notice to the contrary
shall be received as the Company shall specify on such statement within
30 days after the mailing of such statement to the member.
XV. Notices, etc.
All notices, statements and other communications from the Trustee or a
Participating Company to an employee, member or designated beneficiary
required or permitted hereunder shall be deemed to have been duly
given, furnished, delivered or transmitted, as the case may be, when
delivered to (or when mailed by first-class mail, postage prepaid and
addressed to) the employee, member or beneficiary at his or her address
last appearing on the books of such Participating Company or, in the
case of an employee, delivered to the employee at his or her normal
work station.
All notices, instructions and other communications from an employee or
member to the Company or Trustee required or permitted hereunder
(including, without limitation, authorizations, Tax-Efficient Savings
agreements and terminations thereof, investment and other elections,
requests for withdrawal or loans and designations of beneficiaries and
revocations and changes thereof) shall be made in such form and such
manner from time to time prescribed therefor by the Committee.
From time to time as necessary to facilitate the administration of the
Plan and the trust created thereunder, the Company, the Trustee and the
Committee shall deliver to each other copies or consolidations of such
notices, instructions or other communications in respect of the Plan or
such trust as it may receive from employees, members or beneficiaries.
XVI. Trustee.
The Company shall appoint one or more individuals or corporations to
act as Trustee under the Plan, and at any time may remove the Trustee
and appoint a successor Trustee. The Company may, without reference to
or action by any employee, member or beneficiary or any other
Participating Company, enter into such Trust Agreement with the Trustee
and from time to time enter into such further agreements with the
Trustee or other parties, make such amendments to such Trust Agreement
or further agreements and take such other steps and execute such other
instruments as the Company in its sole discretion may deem necessary or
desirable to carry the Plan into effect or to facilitate its
administration.
The Trustee and the Company may by mutual agreement in writing arrange
for the delegation by the Trustee to the Committee of any of the
functions of the Trustee, except the custody of assets, the voting of
Company stock held by the Trustee and the purchase and sale or
redemption of securities.
XVII. Purchases of Securities by the Trustee.
Tax-Efficient Savings Contributions and earnings thereon in the
accounts of members shall be invested by the Trustee as soon as
practicable after receipt thereof by the Trustee.
The shares of Company stock from time to time required for purposes of
the Plan shall be purchased by the Trustee from the Company, or from
such other person or corporation, on such stock exchange or in such
other manner, as the Company by action of its Board of Directors or any
committee or person designated by the Board of Directors, from time to
time in its sole discretion may designate or prescribe; provided,
however, that except as required by any such designation by the Board
of Directors, such shares shall be purchased by the Trustee from such
source and in such manner as the Trustee from time to time in its sole
discretion may determine. Any shares so purchased from the Company may
be either treasury stock or newly-issued stock, and shall be purchased
at a price per share equal to the closing price on the New York Stock
Exchange on the date of purchase.
Anything herein to the contrary notwithstanding, the Trustee shall not
invest any of the funds in the Ford Stock Fund in any shares of Company
stock, unless at the time of purchase thereof by the Trustee such
shares shall be listed on the New York Stock Exchange.
The shares of Company stock held by the Trustee under the Plan shall be
registered in the name of the Trustee or its nominee, but shall not be
voted by the Trustee or such nominee except as provided in Paragraph
XVIII hereof.
In the event that any option, right or warrant shall be received by the
Trustee on Company stock, the Trustee shall sell the same, at public or
private sale and at such price and upon such other terms as it may
determine, unless the Committee shall determine that such option, right
or warrant should be exercised, in which case the Trustee shall
exercise the same upon such terms and conditions as the Committee may
prescribe.
XVIII. Voting of Company Stock.
The Trustee, itself or by its nominee, shall be entitled to vote, and
shall vote, shares of Company stock represented by the proportionate
interests in the accounts of members in the Ford Stock Fund or
otherwise held by the Trustee under the Plan as follows:
1. The Company shall adopt reasonable measures to notify the member
of the date and purposes of each meeting of stockholders of the
Company at which holders of shares of Company stock shall be
entitled to vote, and to request instructions from the member to
the Trustee as to the voting at such meeting of full shares of
Company stock and fractions thereof represented by the
proportionate interest in the Ford Stock Fund account of the
member.
2. In each case, the Trustee, itself or by proxy, shall vote full
shares of Company stock and fractions thereof represented by the
proportionate interest in the Ford Stock Fund account of the
member in accordance with the instructions of the member.
3. If prior to the time of such meeting of stockholders the Trustee
shall not have received instructions from the member in respect
of any shares of Company stock represented by the proportionate
interest in the Ford Stock Fund account of the member, the
Trustee shall vote thereat such shares proportionately in the
same manner as the Trustee votes thereat the aggregate of all
shares of Company stock with respect to which the Trustee has
received instructions from members.
XIX. Cash Adjustments on Account of Fractional Interests in Securities.
Any fractional interest in a share of Company stock shall not be
subject to distribution or withdrawal. Settlement for any fractional
interest in such security, upon distribution or withdrawal thereof,
shall be made in cash based on the current market value or any
applicable current redemption value of such security, as of the date of
distribution or withdrawal, as the case may be.
XX. Operation and Administration.
Pursuant to ERISA, the Company shall be the sole named fiduciary with
respect to the Plan and shall have authority to control and manage the
operation and administration of the Plan.
The Vice President-Human Resources, the Treasurer and the Vice
President-General Counsel shall have the authority, on behalf of the
Company, to appoint and remove trustees under the Plan, to approve
policies relating to the allocation of contributions and the
distribution of assets among trustees, and to approve Plan amendments
other than Plan amendments relating to the offering of Company stock as
an investment election which amendments shall be made by the Board of
Directors.
The Treasurer shall be authorized on behalf of the Company to contract
with the trustees under the Plan and to determine the form and terms of
the trust agreements, to allocate contributions and distribute assets
among trustees, and to appoint an auditor under the Plan, and shall
have authority to designate other persons to carry out specific
responsibilities in connection therewith; provided, however, that such
actions shall be consistent with ERISA, the policy of the Board of
Directors and officers designated in the preceding Subparagraph and the
Plan.
Except as otherwise provided in this Paragraph XX or elsewhere in the
Plan, the Vice President-Human Resources and the Treasurer are
designated to carry out the Company's responsibilities with respect to
the Plan, including, without limitation, appointment and removal of
members of the Committee and determination of prior service for
eligibility purposes under the Plan in the event of acquisition by a
Participating Company (by purchase, merger, or otherwise) of all or
part of the assets of another corporation. The Vice President-Human
Resources and the Treasurer may allocate responsibilities between
themselves and may designate other persons to carry out specific
responsibilities on behalf of the Company.
Any Company director, officer or employee who shall have been expressly
designated pursuant to the Plan to carry out specific Company
responsibilities shall be acting on behalf of the Company. Any person
or group of persons may serve in more than one capacity with respect to
the Plan and may employ one or more persons to render advice with
regard to any responsibilities such person has under the Plan.
The Company shall create a Tax-Efficient Savings Plan Committee
consisting of at least three members. The Company shall from time to
time designate the members of the Committee and an alternate for each
of such members, who shall have full power to act in the absence or
inability to act of such member. The Committee shall appoint its own
Chairman and Secretary, and shall act by a majority of its members,
with or without a meeting. The Secretary or an Assistant Secretary of
the Company shall from time to time notify the Trustee of the
appointment of members of the Committee and alternates and of the
appointment of the Chairman and Secretary of the Committee, upon which
notices the Trustee shall be entitled to rely.
The Committee shall have full power and authority to administer the
Plan and to interpret its provisions. Any interpretation of the
provisions of the Plan by the Committee shall be final and conclusive,
and shall bind and may be relied upon by the several Participating
Companies, each of their employees, the Trustee and all other parties
in interest.
No member of the Committee or alternate for a member or director,
officer or employee of any Participating Company shall be liable for
any action or failure to act under or in connection with the Plan,
except for his or her own lack of good faith; provided, however, that
nothing herein shall be deemed to relieve any such person from
responsibility or liability for any obligation or duty under ERISA.
Each director, officer, or employee of the Company who is or shall have
been designated to act on behalf of the Company and each person who is
or shall have been a member of the Committee or an alternate for a
member or a director, officer or employee of any Participating Company,
as such, shall be indemnified and held harmless by the Company against
and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding to which he or she
may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof (with the
Company's written approval) or paid by him or her in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment in
favor of the Company based upon a finding of his or her lack of good
faith; subject, however, to the condition that, upon the assertion or
institution of any such claim, action, suit or proceeding against him
or her, he or she shall in writing give the Company an opportunity, at
its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other
right to which such person may be entitled as a matter of law or
otherwise, or any power that a Participating Company may have to
indemnify him or her or hold him or her harmless.
Brokerage commissions, fees and transfer taxes incurred in connection
with the purchase or sale of Company stock shall be paid by the
Company. Brokerage commissions and transfer taxes on the purchase and
sale of Common Stock Fund securities shall be paid from Common Stock
Fund assets by the Trustee, and the expenses of any collective, common,
or commingled fund in which Common Stock Fund assets may be invested
pursuant to Subparagraph 2 of Paragraph XIII hereof shall be paid from
the assets in such collective, common or commingled fund. Brokerage
commissions and transfer taxes on the purchase and sale of Bond Fund
securities and the expenses of the Bond Fund including, without
limitation, investment management fees shall be paid from Bond Fund
assets, and the expenses of any collective, common, or commingled fund
in which Bond Fund assets may be invested pursuant to Subparagraph 3 of
Paragraph XIII hereof shall be paid from the assets in such collective,
common or commingled fund. Earnings credited to the account of the
Trustee under any Income Fund Contract may be net of such charges by
the Income Fund Manager as may be provided in such contract. Earnings
credited to the account of the Trustee under the Bond Fund shall be net
of such charges by the Bond Fund Manager as may be provided in such
contract. Brokerage commissions and transfer taxes on the purchase and
sale of Interest Income Fund securities shall be paid from Interest
Income Fund assets by the Trustee and the expenses of any collective,
common, or commingled fund in which Interest Income Fund assets may be
invested pursuant to Subparagraph 4 of Paragraph XIII hereof shall be
paid from the assets in such collective, common or commingled fund.
All management fees, redemption fees and all other expenses of any
mutual funds offered as an investment election under the Plan shall be
paid from assets in such mutual funds or charged to the accounts of
members who elect to invest in such mutual funds. All other expenses
of administration of the Plan, including expenses charged or incurred
by the Trustee or the Company, shall be borne by the Company. Taxes,
if any, on any Ford Stock Fund Units, Common Stock Fund Units or Bond
Fund Units held by the Trustee or income therefrom which are payable by
the Trustee shall be charged against the members' accounts as the
Trustee and the Committee shall determine.
The records of the Trustee, the Committee and the several Partici-
pating Companies shall be conclusive in respect of all matters involved
in the administration of the Plan.
The Plan shall be governed by and construed in accordance with the laws
of the State of Michigan.
XXI. Termination, Suspension and Modification.
The Company, by action of its Board of Directors, or officers
designated under Paragraph XX hereof, may terminate or modify the Plan
or suspend the operation of any provision of the Plan, as follows:
1. The Company may terminate the Plan at any time or may at any time
or from time to time modify the Plan, in its entirety or in
respect of the employees of one or more of the Participating
Companies. The Company may at any time or from time to time
terminate or modify the Plan or suspend for any period the
operation of any provision thereof, in respect of any employees
located in one or more states or countries, if in the judgment of
the Committee compliance with the laws of such state or country
would involve disproportionate expense and inconvenience to a
Participating Company. Any such modification that affects the
rights or duties of the Trustee may be made only with the consent
of the Trustee. Any such termination, modification or suspension
of the Plan may affect members in the Plan at the time thereof,
as well as future members, but may not affect the rights of a
member as to the continuance of investment, distribution or
withdrawal of the cash value of assets in the account of the
member as of the effective date of such termination, modification
or suspension and earnings thereon; provided, however, that the
Company may, in the event of a termination of the Plan, direct
the Trustee to distribute the assets in the accounts of members
in the Plan to such members. Any termination or modification of
the Plan or suspension of any provision thereof shall be
effective as of such date as the Company may determine, but not
earlier than the date on which the Company shall give notice of
such termination, modification or suspension to the Trustee and
to the Participating Companies any of the employees of which are
affected thereby.
2. The provisions of the foregoing Subparagraph 1 notwithstanding,
the Company, by action of its Vice President-Human Resources,
Treasurer and 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 such officers of the Company to
qualify or maintain the Plan and the trust fund established
thereunder as a plan and trust meeting the requirements of
Section 401(a) and 501(a) of the Internal Revenue Code of 1986,
as now in effect or hereafter amended, or any other applicable
provisions of Federal tax laws or other legislation, as now in
effect or hereafter amended or adopted, and the regulations
thereunder at the time in effect.
3. Anything herein to the contrary notwithstanding, no such
termination or modification of the Plan or suspension of any
provision thereof may diminish the cash value of assets in the
account of a member as of the effective date of such termination,
modification or suspension.
4. In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each employee member,
former employee, former member, beneficiary or estate eligible
under the Plan shall, if the Plan is then terminated, receive a
benefit immediately after the merger, consolidation or transfer,
which is equal to the benefit he or she would have been entitled
to receive immediately before the merger, consolidation or
transfer if the Plan had then terminated.
XXII. Conditions on Participation of Subsidiaries of the Company.
The consent of the Company to the participation in the Plan of any
subsidiary of the Company may be conditioned upon such provisions as
the Company may prescribe, including, without limitation, conditions as
to (a) the instruments to be executed and delivered by such
Participating Company to the Trustee, (b) the extent to which the
Company shall act as representative of such Participating Company under
the Plan, and (c) the rights of such Participating Company to withdraw
from participation in the Plan and the effect of such withdrawal upon
the memberships and accounts in the Plan of employees of such
Participating Company.
XXIII. Member's Rights not Transferable.
No right or interest of any member under the Plan or in his or her
account shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise, including, without
limitation, by execution, levy, garnishment, attachment, pledge or in
any other manner, except in accord with provisions of a qualified
domestic relations order as defined by section 414(p) of the Internal
Revenue Code of 1986 and section 206(d) of ERISA and further excluding
devolution by death or mental incompetency; no attempted assignment or
transfer thereof shall be effective; and no right or interest of any
member under the Plan or in his or her account shall be liable for, or
subject to, any obligation or liability of such member.
XXIV. Designation of Beneficiaries.
(1) A member may file with the Company a written designation of a
beneficiary or beneficiaries with respect to all or part of the
assets in the member's account. In the case of a married member
who dies, the cash value of assets in such member's account shall
be delivered to such member's surviving spouse unless the written
designation of beneficiary designating a person or persons other
than the spouse with respect to all or part of the assets in the
member's account includes the written consent of the spouse,
witnessed by a notary public. A member, if married, with such
written consent of the spouse, may from time to time revoke or
change any such designation of beneficiary.
(2) In the case of an unmarried member who does not file a written
designation of beneficiary, such member shall be deemed to have
designated as beneficiary or beneficiaries under the Plan the
person or persons who are entitled in the event of the member's
death to receive the proceeds under the Company's Group Life and
Disability Insurance Program if the member is covered under such
Program at the date of his or her death.
(3) In the event of the death of a member, the cash value of assets
in his or her account under the Plan shall be delivered to, as
applicable, such spouse or beneficiaries who shall survive the
member, in accordance with the applicable designation (to the
extent effective and enforceable at the time of the member's
death) and the provisions of the Plan, subject to such
regulations as the Committee from time to time may prescribe in
respect of distributions to minors; provided, however, that if
the Trustee or the Committee shall be in doubt as to the right of
any such person to receive any of the cash value of such assets,
the Trustee may deliver the same to the estate of the member, in
which case the Trustee, the several Participating Companies and
the Committee and the several members thereof and alternates for
members shall not be under any further liability to anyone.
Except as hereinabove provided, in the event of the death of a
member, the cash value of assets in his or her account under the
Plan shall be delivered to his or her estate.
XXV. Limitation on Contributions under Section 415 of the
Internal Revenue Code.
Notwithstanding any other provision of the Plan, the amount of any
Tax-Efficient Savings Contributions shall not exceed the applicable limits
set by section 415 of the Internal Revenue Code and the regulations
thereunder. Additionally, prior to January 1, 2000, the combined
limitation of section 415(e) of the Internal Revenue Code will be
administered so that a member's defined benefit plan fraction and
defined contribution plan fraction will not exceed 1.0 in any
limitation year (the 12-month period beginning April 1) and will be
accomplished by reducing the rate of benefit accruals under the defined
benefit plan so that the sum of the fractions equals 1.0. Thereafter,
such combined limitation shall not apply.
XXVI. Transfer of Assets to or from the Plan.
Notwithstanding any other provisions of the Plan, and subject to such
regulations and procedures as the Committee may prescribe, assets may
be transferred to the Plan from the Tax Reduction Act Stock Ownership
Plan for Hourly Employees in the United States or the Tax Reduction Act
Stock Ownership Plan for Salaried Employees or any other similar plan
maintained by the Company or its subsidiaries. If any cash or
securities shall be delivered to the Trustee by the trustee under any
of such plans, effective on or after April 30, 1989, the Trustee shall
receive and hold such assets in the Plan trust and shall credit them to
accounts in the Plan for employees on whose behalf such assets have
been transferred. Assets received in cash shall be invested in the
Current Interest Fund, or its successor. Thereafter all such assets
shall be subject to all provisions of the Plan applicable to any other
assets credited to the accounts of members.
A member may elect to have the Plan accept a transfer from a savings
plan of a subsidiary where the member was previously employed of any
fully vested amounts, either in the form of cash or Company stock,
provided that such acceptance would not require the Plan to provide
benefits in an amount or form not otherwise provided under the Plan in
order to preserve an accrued benefit under the transferor plan.
Amounts transferred would be invested in accordance with the member's
election among investment elections available under the Plan made at
the time of election to have assets transferred. Thereafter, all such
assets shall be subject to all provisions of the Plan applicable to any
other assets credited to the accounts of members.
A member who is no longer eligible to contribute to the Plan may elect
to have transferred from the Plan all, but not less than all, assets in
such member's account under the Plan, either in the form of cash or
Company stock, to a savings plan of a subsidiary where the member is
currently employed, subject to acceptance by the transferee plan.
XXVII. Employee Stock Ownership Plan.
1. There was established in the Plan an Employee Stock Ownership
Plan ("ESOP") effective January 1, 1989. The ESOP consists of
all the shares of Company stock in the Plan at any time and from
time to time including all the shares in the Ford Stock Fund,
shares formerly allocated to members' accounts and shares held in
the suspense account as hereinafter described and all assets
attributable to contributions made after December 31, 1988.
2. The trustee of the ESOP shall be the Trustee of the Plan or such
other qualified organization as the Company shall select (the
"Trustee of the ESOP"). The Trustee of the Plan and the Trustee
of the ESOP shall hold, invest, transfer and distribute the
shares of Company stock and all other assets in the ESOP in
accordance with the provisions of this Paragraph XXVII and the
Plan. In the event the Company selects an organization other
than the Trustee of the Plan to be Trustee of the ESOP, their
duties under the ESOP shall be allocated between them as
hereinafter provided or in accordance with the provisions of the
trust agreements appointing such Trustee of the Plan and Trustee
of the ESOP.
3. (i) The Trustee of the ESOP shall borrow on behalf of the
ESOP an amount not exceeding the amount of dividends
estimated by the Trustee of the ESOP, after consultation
with the Trustee of the Plan and the Treasurer of the
Company, to be paid on Company stock held continuously
since January 1, 1989 in the ESOP for such period as the
Trustee of the ESOP shall select, subject to a guarantee
by the Company of payment of any such loan.
(ii) The Trustee of the ESOP is authorized to borrow such
amount from such persons, including the Company, as the
Trustee of the ESOP shall determine. The loan shall
provide for repayment, within such period as the Trustee
of the ESOP shall have selected, and shall be payable on
such other terms as the Trustee of the ESOP in its sole
discretion shall determine. The interest rate of a loan
must not be in excess of a reasonable rate of interest.
(iii) The proceeds of any such loan shall be used by the
Trustee of the ESOP to purchase as soon as practicable
shares of Company stock in accordance with the provisions
of Paragraph XVII hereof. The Trustee of the ESOP is
authorized to pledge such stock as security for the
payment of such loan. The loan shall be without recourse
against the ESOP.
4. The Trustee of the ESOP shall hold the shares of Company stock so
purchased in the Plan in a suspense account unallocated until
such time as all or part of the related loan and interest thereon
is paid as hereinafter provided. The Trustee of the ESOP shall
vote shares of Company stock in the suspense account in its
discretion, notwithstanding the provisions of Paragraph XVIII
hereof.
5. The Trustee of the Plan and the Trustee of the ESOP shall apply
dividends paid on Company stock held in the ESOP with respect to
which a loan was taken, including shares held in the Ford Stock
Fund, to payment of such loan made in accordance with
Subparagraph 3 hereof and interest thereon.
In the event that such dividends paid on Company stock are not
sufficient to enable the Trustee of the ESOP to make any payment
on such loan the Trustee of the ESOP shall sell shares of Company
stock held in the suspense account in an amount necessary to
permit such payment provided, however, that the Company may elect
to make an additional contribution to the Plan by making payment
to the Trustee of the ESOP in an amount sufficient to enable the
Trustee of the ESOP to make all or part of such payment without
selling shares of Company stock held in the suspense account.
In the event that such dividends paid on Company stock and the
amount realized from the sale of Company stock held in the
suspense account are not sufficient to enable the Trustee of the
ESOP to make any payment on such loan, the Company shall make an
additional contribution to the Plan by making payment to the
Trustee of the ESOP in an amount sufficient to enable the Trustee
of the ESOP to make such payment or shall pay such amount to the
lender.
6. The shares held in the suspense account shall be released from
the suspense account to the Trustee of the Plan in an amount that
bears the same ratio to the total number of shares in the
suspense account as the amount of principal and interest paid on
the loan bears to the total amount of principal and interest
outstanding. The Trustee of the Plan shall allocate such shares
so released to the Ford Stock Fund and the accounts of members
who have elected to invest in the Ford Stock Fund shall be
adjusted as if the dividends paid on Company stock with respect
to shares held in the Ford Stock Fund had been used to acquire
shares of Company stock in the open market on the last day of the
month preceding the date such shares are released from the
suspense account.
To the extent that the number of shares released from the
suspense account at any time is less than the number that would
be required for allocation to the Ford Stock Fund if the
dividends paid on Company stock had been used to acquire shares
of Company stock in the open market at the closing price on the
New York Stock Exchange on the dividend payment date, the Company
shall make an additional contribution to the Plan in an amount
sufficient to permit the Trustee of the ESOP to acquire
additional shares so that the value at the closing price on the
dividend payment date of the shares released to the Trustee of
the Plan plus cash, if any, shall equal the dividends paid by the
Trustee of the Plan with respect to Company stock to the Trustee
of the ESOP.
To the extent that the number of shares released from the
suspense account at any time exceeds the number that would be
required if the 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 the end
of the calendar year to the Trustee of the Plan for an addition
to the Ford Stock Fund and allocation of additional units in the
Ford Stock Fund to the accounts of members in an amount
proportional to the number of Ford Stock Fund units in their
accounts.
7. Contributions to the ESOP for any eligible employee who is a
highly compensated employee shall be limited to the extent
required under the principles described in Paragraph IV with
respect to Tax-Efficient Savings Contributions.
8. The Committee is authorized to make such adjustments in the
administration of the Plan and the ESOP as it deems necessary,
appropriate or desirable to carry out the purposes and intents of
this Paragraph XXVII.
9. In the event that any or all of the tax benefits available under
the tax laws on the effective date hereof are restricted or
eliminated, as determined by the Company, the Trustee of the ESOP
is authorized upon direction by the Company to sell upon such
terms, at such times and to such persons, as the Trustee of the
ESOP in its sole discretion shall determine, any or all of the
shares of Company stock in the suspense account and to use the
proceeds of such sale to pay all or part of the loan balance
outstanding, together with interest thereon. Any excess shares
in the suspense account at such time shall be allocated as
provided in Subparagraph 6 hereof.
<PAGE>
FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS PLAN
FOR
HOURLY EMPLOYEES
Appendix A
Additional Mutual Funds
Income Funds:
Fidelity Global Bond Fund
Fidelity Government Securities Fund
Fidelity Investment-Grade Bond Fund
Fidelity New Markets Income Fund
Scudder Income Fund
Scudder International Bond Fund
T. Rowe Price High Yield Fund
T. Rowe Price Spectrum Income Fund
Growth and Income Funds:
Fidelity Balanced Fund
Fidelity Equity-Income Fund
Fidelity Fund
Fidelity Global Balanced Fund
Fidelity Growth & Income Portfolio
Fidelity Puritan Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Scudder Growth & Income Fund
T. Rowe Price Spectrum Growth Fund
Vanguard Trust - 500 Portfolio
Vanguard Index Trust - Value Portfolio
Growth Funds:
Fidelity Capital Appreciation Fund
Fidelity Dividend Growth Fund
Fidelity Growth Company Fund
Fidelity Retirement Growth Fund
Fidelity Small Cap Stock Fund
Fidelity Stock Selector
Fidelity Trend Fund
Fidelity Value Fund
Scudder Global Fund
Scudder Global Small Company Fund
T. Rowe Price New Era Fund
T. Rowe Price New Horizons Fund
Vanguard Explorer Fund
Vanguard Index Trust - Growth Portfolio
International Funds:
Fidelity Canada Fund
Fidelity Europe Fund
Fidelity International Growth & Income Fund
Fidelity Pacific Basin Fund
Fidelity Worldwide Fund
Scudder Greater Europe Growth Fund
Scudder International Fund
Scudder Japan Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
Vanguard Trustees Equity - International
Asset Allocation Funds:
Vanguard LIFEStrategy - Conservative Growth
Vanguard LIFEStrategy - Moderate Growth
Vanguard LIFEStrategy - Growth
<PAGE>
Exhibit 4.B
MASTER TRUST AGREEMENT
Between
_________________________________________________
FORD MOTOR COMPANY
And
FIDELITY MANAGEMENT TRUST COMPANY
_________________________________________________
FORD DEFINED CONTRIBUTION PLANS
MASTER TRUST
Dated as of September 30, 1995
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- - ------- ----
<S> <C>
1 Definitions ................................................. 2
2 Trust ....................................................... 4
(a) Establishment of Trust
(b) Trust Property
3 Exclusive Benefit and Reversion of Company Contributions .... 4
4 Investment of Master Trust .................................. 5
(a) Selection of Investment Options
(b) Available Investment Options
(1) Fidelity Mutual Funds
(2) Outside Mutual Funds
(3) Ford Stock Fund
(4) Loans to Participants
(5) Commingled Pools
(6) Separately Managed Portfolios
(7) Investment Contracts
(c) Master Trustee Powers
(d) Investment Authority
5 Participant Directions ...................................... 14
(a) Investments
(b) Disbursements
6 Recordkeeping and Administrative Services to Be Performed ... 15
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
(f) Allocation of Plan Interests
7 Compensation and Expenses ................................... 16
8 Directions and Indemnification .............................. 17
(a) Directions from Company or Administrator
(b) Conduct
(c) Co-Fiduciary Liability
(d) Responsibility
(e) Survival
9 Resignation or Removal of Master Trustee .................... 18
(a) Resignation
(b) Removal
</TABLE>
-i-
<PAGE>
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
Section Page
- - ------- ----
<S> <C>
10 Successor Master Trustee...................................... 18
(a) Appointment
(b) Acceptance
(c) Corporate Action
11 Termination................................................... 19
12 Resignation, Removal, and Termination Notices................. 19
13 Duration...................................................... 19
14 Amendment or Modification..................................... 19
15 General....................................................... 20
(a) Performance by Master Trustee, its Agents or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings
16 Governing Law................................................. 20
(a) Massachusetts Law Controls
(b) Which Agreement Controls
17 Plan Qualification............................................ 21
Schedules
- - ---------
A. Recordkeeping and Administrative Services
B. Fee Schedule
C. Investment Options
D. IRS Determination Letter or Opinion of Counsel
E. Existing GICs
F. Telephone Exchange Procedures
G. Investment Guidelines for Interest Income Fund
</TABLE>
-ii-
<PAGE>
TRUST AGREEMENT, dated as of the 30th day of September, 1995, between
FORD MOTOR COMPANY, a Michigan corporation, having an office at The American
Road, Dearborn, Michigan 48121 (the "Company"), and FIDELITY MANAGEMENT TRUST
COMPANY, a Massachusetts trust company, having an office at 82 Devonshire
Street, Boston, Massachusetts 02109 (the "Master Trustee").
WITNESSETH:
WHEREAS, the Company is the sponsor of the Ford Motor Company Savings
and Stock Investment Plan for Salaried Employees (the "SSIP") and the Ford
Motor Company Tax-Efficient Savings Plan for Hourly Employees (the "TESPHE")
and the Company is the named fiduciary (within the meaning of Section 402(a)
of ERISA), for the SSIP and the TESPHE; and
WHEREAS, the Master Trustee has been appointed as Trustee by the
Company under the SSIP and the TESPHE; and
WHEREAS, the Company desires to establish a Master Trust for the purpose
of commingling for investment and administrative purposes some or all of the
assets in the trusts established under the SSIP and the TESPHE; and
WHEREAS, the Company may in the future adopt savings plans and
subsidiaries and affiliates of the Company may have adopted or may adopt
in the future savings plans under which assets may appropriately be
included in the Master Trust with the consent of the Company and the Master
Trustee; and
WHEREAS, the Master Trustee is willing to hold and invest such assets
of the SSIP and TESPHE and of other such plans in the future; and
WHEREAS, Comerica Bank has been appointed by the Company as trustee
for a separate trust under the ESOP to hold the unallocated shares of
Ford Motor Company Common Stock and to borrow such funds as shall be deemed
necessary to purchase such shares on behalf of the ESOP.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Company and the
Master Trustee agree as follows:
<PAGE>
Section 1. Definitions. The following terms as used in this Master Trust
Agreement have the meaning indicated unless the context clearly requires
otherwise:
(a) "Administrator" shall mean, with respect to the SSIP and TESPHE, Ford
Motor Company and, with respect to plans whose assets may be included in
the future, the sponsor of such plans.
(b) "Agreement" shall mean this Master Trust Agreement, as the same may be
amended and in effect from time to time.
(c) "Code" shall mean the Internal Revenue Code of 1986, as it has been or
may be amended from time to time.
(d) "Commingled Pool" shall mean a group trust collective investment fund
maintained by a bank or trust company for plans qualified under Section
401(a) of the Code which is exempt from tax under Section 501(a) of the
Code.
(e) "Company" shall mean Ford Motor Company, or any successor to all or
substantially all of its businesses which, by agreement, operation of
law or otherwise, assumes the responsibility of the Company under this
Agreement.
(f) "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it has been or may be amended from time to time.
(g) "ESOP Trustee" shall mean Comerica Bank or such successor trustee for
unallocated shares of Ford Stock under the Employee Stock Ownership Plan
("ESOP"), as appointed by Ford Motor Company.
(h) "Existing GICs" shall mean each class year guaranteed investment
contract heretofore entered into by the Company or predecessor trustee
and specifically identified on Schedule "E" attached hereto.
(i) "FBSI" shall mean Fidelity Brokerage Services, Inc., an affiliate of the
Trustee.
(j) "Fidelity Mutual Fund" shall mean any investment company advised by
Fidelity Management & Research Company (or any of its affiliates) which
is listed on Schedule "A".
(k) "Ford Stock" shall mean the publicly-traded common stock of the Company
which meets the requirements of section 407(d)(5) of ERISA with respect
to the Plans.
-2-
<PAGE>
(l) "Ford Stock Fund" shall mean the investment option in which
investments of Ford Stock are made.
(m) "GICs" shall mean guaranteed investment contracts.
(n) "Group Trust" shall mean The Fidelity Group Trust for Employee
Benefit Plans, a group trust maintained by the Trustee for
qualified plans.
(o) "Investment Manager" shall mean (i) an investment adviser
registered under the Investment Advisers Act of 1940 (ii) a bank,
as defined in that Act or (iii) an insurance company qualified to
perform investment management service under the laws of more than
one state.
(p) "Master Trust" shall mean the Ford Defined Contribution Plan Master
Trust, being the trust established by the Company and the Master
Trustee pursuant to the provisions of this Agreement.
(q) "Master Trustee" shall mean Fidelity Management Trust Company, a
Massachusetts trust company and any successor to all or
substantially all of its trust business as described in Section
10(c). The term Master Trustee shall also include any successor
trustee appointed pursuant to Section 10 to the extent such
successor agrees to serve as Master Trustee under this Agreement.
(r) "NAV" shall mean the net asset value of a single unit or share held
by a Participant in any investment option.
(s) "Outside Mutual Fund" shall mean any investment company not advised
by Fidelity Management & Research Company (or any of its
affiliates) which is listed on Schedule "A".
(t) "Participant" shall mean, with respect to the Plans, any employee
(or former employee) with an account under the Plan, which has not
yet been fully distributed and/or forfeited, and shall include the
designated beneficiary(ies) with respect to the account of any
deceased employee (or deceased former employee) until such account
has been fully distributed and/or forfeited, or any other person
entitled to benefits with respect to the Plans.
(u) "Participant Recordkeeping Reconciliation Period" shall mean the
period beginning on the date of the initial transfer of assets to
the Master Trust and ending on the date of the completion of the
reconciliation of participant records.
-3-
<PAGE>
(v) "Plans" shall mean the Ford Motor Company qualified plans designated
in the recitals and shall include such other qualified defined
contribution plans which are maintained by the Company or any of its
subsidiaries or affiliates for the benefit of their eligible
employees as may be designated by the Company in writing to the
Trustee as Plans hereunder. Each reference to "a Plan" or "the
Plans" in this Agreement shall mean and include the Plan or Plans
to which the particular provision of this Agreement
is being applied or all Plans, as the context may require.
(w) "Reporting Date" shall mean the last day of each calendar quarter, the
date as of which the Trustee resigns or is removed pursuant to
Section 9 hereof and the date as of which this Agreement terminates
pursuant to Section 11 hereof.
Section 2. Trust.
(a) Establishment of Trust. The Company hereby appoints the
Master Trustee as trustee and the Master Trustee hereby accepts the trust on
the terms and conditions hereinafter set forth.
(b) Trust Property. The Master Trust shall consist of money or
other property acceptable to the Master Trustee, in its sole discretion, that
(i) are transferred to it by Comerica Bank, predecessor trustee under the SSIP
and the TESPHE, on behalf of separate trusts established under each such plan
concurrently with the establishment of this Master Trust, or by the trustee of
such trusts, (ii) are paid to it by the Company or transferred to it from the
trustee of a separate trust under each plan permitted by the Company and the
Master Trustee to participate in the Master Trust, (iii) are paid to it by the
Company or other subsidiaries with respect to such plans in the forms of
additional sums of money or Ford Stock or other property acceptable to the
Master Trustee, (iv) are paid to it by the Company or by participants to the
Plan as contributions to the Plan or that may be rolled over in cash by an
eligible employee from the plan of such employee's prior employer or from a
"conduit IRA", pursuant to the provisions of any plan participating in the
Master Trust and the provisions of the Summary Plan Description applicable to
such plan, and (v) are transferred to it in the form of shares of Ford Stock by
the ESOP Trustee.
Section 3. Exclusive Benefit and Reversion of Company Contributions. Except as
provided under applicable law and the provisions of each of the plans
participating in the Master Trust, no part of the Master Trust allocable to any
plan participating in the Master Trust may be used for, or diverted to,
purposes other than the exclusive benefit of the participants in such
-4-
<PAGE>
Plans or their beneficiaries or other person entitled thereto prior to the
satisfaction of all liabilities with respect to the participants and their
beneficiaries.
Section 4. Investment of Master Trust.
(a) Selection of Investment Options. The Master Trustee shall
have no responsibility for the selection of investment options under the Master
Trust, and shall not render investment advice to any person in connection with
the selection of such options.
(b) Available Investment Options. The Company shall direct the
Master Trustee as to what investment options: (i) the Master Trust shall be
invested during the Participant Recordkeeping Reconciliation Period, and (ii)
the investment options in which Participants may invest in following such
period, subject to the limitations described in this Section 4.
The Company may determine to offer as investment options: (i) Fidelity
Mutual Funds, (ii) Outside Mutual Funds, (iii) Separately Managed Portfolios,
(iv) Ford Stock, (v) Notes evidencing loans to Participants in accordance with
the terms of the Plans, (vi) Existing GICs, and (vii) Commingled Pools. The
investment options selected by the Company are identified on Schedule "A"
attached hereto and in the Summary Plan Description provided to plan
participants. The Company may add, delete or substitute additional
investment options upon mutual amendment of this Master Trust Agreement and the
Schedules thereto to reflect such additions.
(1) Fidelity Mutual Funds. The Company hereby acknowledges that
it has received from the Master Trustee a copy of the prospectus for each
Fidelity Mutual Fund selected by the Company as a Plan investment option.
Master Trust investments in Fidelity Mutual Funds shall be subject to the
following limitations
(i) Execution of Purchases and Sales. Purchases of Fidelity
Mutual Funds with contributions made by the Company or participants (other than
for exchanges) shall be made on the date on which the Master Trustee receives
from the Company in good order the information and documentation necessary to
accurately effect such purchases or, if later, the date on which the Master
Trustee has received a wire transfer of funds necessary to make such purchase.
Exchanges or sales of Fidelity Mutual Funds shall be made at the direction of
Participants in accordance with the Telephone Exchange Guidelines attached
hereto as Schedule "F".
(ii) Voting. At the time of mailing of notice of each
annual or special stockholders' meeting of any Fidelity Mutual Fund, the Master
Trustee shall send a copy of the notice and all proxy solicitation materials
to each Participant who has shares of the
-5-
<PAGE>
Fidelity Mutual Fund credited to the Participant's accounts, together with a
voting direction form for return to the Master Trustee or its designee. The
Participant shall have the right to direct the Master Trustee as to the manner
in which the Master Trustee is to vote the shares credited to the Participant's
accounts (both vested and unvested). The Master Trustee shall vote the shares
only as directed by the Participant. With respect to all rights other than the
right to vote, the Master Trustee shall follow the directions of the
Participant.
(2) Outside Mutual Funds: Master Trust investments in Outside
Mutual Funds, shall be subject to the following limitations:
(i) Execution of Purchases and Sales. Purchases, sales and
exchanges of the Outside Mutual Funds shall be made in accordance with
the operating procedures established for each fund.
(ii) Voting. The Master Trustee shall provide each
Participant with the right to direct the manner in which Outside Mutual Fund
shares credited to the Participant's account shall be voted. The Master
Trustee may retain at its expense the services of a third-party vendor to
handle proxy solicitation mailings and tabulation for Outside Mutual Funds.
The Master Trustee or third party vender shall send the notice of stockholders'
meeting and all proxy solicitation materials to each Participant who has
shares of the Outside Mutual Fund credited to the Participant's account,
together with a voting direction form for return to the Master Trustee or the
third-party vendor acting as its designee, Outside Mutual Fund shares shall be
voted as directed by the Participant. The Master Trustee shall not vote
shares of Outside Mutual Funds for which it has received no directions from
the Company or from Participants.
(3) Ford Stock Fund. Master Trust investments in Ford Stock shall
be made via the Ford Stock Fund. While investments in the Ford Stock Fund
shall consist primarily of shares of Ford Stock, in order to satisfy daily
participant requests for transfers and payments, the Ford Stock Fund shall also
hold cash or other short-term liquid investments. Such holdings may include
investments in (i) Fidelity Institutional Cash Portfolios: Money Market: Class
A "FICAP", or (ii) such other Mutual Fund or commingled pool as agreed to by
the Company and Master Trustee. A target percentage and drift allowance for
short-term liquid investments shall be agreed to in writing by the Company and
Master Trustee, and the Master Trustee shall be responsible for ensuring that
the percentage of these investments falls within the agreed upon range over
time. The Company shall have the right to direct the Master Trustee as to the
manner in which the Master Trustee is to vote the shares of a mutual fund used
as the liquidity reserve.
-6-
<PAGE>
Each participant's proportional interest in the Ford Stock Fund shall
be measured in units of participation, rather than shares of Ford Stock. Such
units shall represent a proportionate interest in all of the assets of the Ford
Stock Fund, which includes shares of Ford Stock, short-term, liquid investments
and at times, receivables for dividends, interest or Ford Stock sold and
payables for Ford Stock purchased.
Each day, the Master Trustee shall determine a NAV for each unit
outstanding of the Ford Stock Fund. The NAV will fluctuate daily and shall be
adjusted by dividends paid on the shares of Ford Stock held by the Ford Stock
Fund, gains or losses realized on sales of Ford Stock, appreciation or
depreciation in the market price of shares owned, and interest on the
short-term investments held by the Ford Stock Fund. Dividends received by the
Ford Stock Fund shall be reinvested in additional units of the Ford Stock Fund.
The Master Trustee shall act in accordance with the directions of the
ESOP Trustee as to the proper amount of cash dividends payable on Company Stock
from time to time to be transferred to the ESOP Trustee for the repayment of
the ESOP loan(s) and the number of shares of Company Stock to be transferred
from the ESOP Trustee to the Master Trustee to be allocated to the accounts of
plan participants in the Ford Stock Fund.
Investments in Ford Stock shall be subject to the following
limitations:
(i) Acquisition Limit. Pursuant to the applicable provisions of
Plans, the Master Trust may be invested in Ford Stock to the extent necessary
to comply with investment directions under Section 4(b)(3) of this Agreement.
(ii) Fiduciary Duty of Company. The Company shall continually
monitor the suitability under the fiduciary duty rules of section 404(a)(1) of
ERISA (as modified by section 404(a)(2) of ERISA) of acquiring and holding Ford
Stock. The Master Trustee shall not be liable for any loss, or by reason of
any breach, which arises from the provisions of the Plans with respect to the
acquisition and holding of Ford Stock, unless it is clear on their face that
the actions to be taken would be prohibited by the foregoing fiduciary duty
rules or would be contrary to the terms of the Plans or this Agreement. It
shall be the responsibility of the Company to determine and assure that any
securities which are issued by the Company and which are to be held in the
Master Trust satisfy the definition of Ford Stock. At the request of the Master
Trustee, the Company shall provide a legal opinion reasonably satisfactory to
the Master Trustee that any such securities meet the definition of Ford Stock.
(iii) Execution of Purchases and Sales. (A) Purchases and sales of
Ford Stock shall be made on the open market, or in such other manner as the
Master Trustee shall determine, or if mutually agreed upon between the Company
and the Master Trustee, purchases from the Company shall be transacted at a
price to be mutually agreed upon, and no commission fees shall be charged to
the Ford Stock Fund for such trades. Exchanges of
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Ford Stock Fund units by participants shall be made in accordance with the
Telephone Exchange Guidelines attached hereto as Schedule "F".
(iv) Use of an Affiliated Broker. The Company hereby directs the
Master Trustee to use FBSI to provide brokerage services in connection with any
purchase or sale of Ford Stock in accordance with directions from Participants.
FBSI shall execute such directions directly or through its affiliate, National
Financial Services Company ("NFSC"), on a best execution basis. The provision
of brokerage services shall be subject to the following:
(a) As consideration for such brokerage services, the
Company agrees that FBSI shall be entitled to remuneration under this
authorization provision in the amount of 3.5 cents commission from the Company
on each share of Ford Stock, provided that no purchases shall be payable on
transactions with the Company. Any change in such remuneration may be made
only by a signed agreement between Company and Master Trustee.
(b) Following the procedures set forth in Department of
Labor Prohibited Transaction Class Exemption 86-128, the Master Trustee will
provide the Company with the following documents: (1) a description of FBSI's
brokerage placement practices; (2) a copy of PTCE 86-128; and (3) a form by
which the Company may terminate this authorization to use a broker affiliated
with the Master Trustee. The Master Trustee will provide the Company with this
termination form annually, as well as an annual report which summarizes all
securities transaction-related charges incurred by the Plans, and the Plans'
annualized turnover rate.
(c) Any successor organization of FBSI, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance
with the terms of this authorization provision.
(d) The Master Trustee and FBSI shall continue to rely on
this authorization provision until notified to the contrary. The Company
reserves the right to terminate this authorization upon sixty (60) days prior
written notice to FBSI (or its successor) and the Master Trustee.
(v) Securities Law Reports. The Company shall be
responsible for filing all reports required under Federal or state securities
laws with respect to the Master Trust's ownership of Ford Stock, including,
without limitation, any reports required under section 13 or 16 of the
Securities Exchange Act of 1934, except for any such reports which the Master
Trustee is required to file, and shall immediately notify the Master Trustee in
writing of any
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requirement to stop purchases or sales of Ford Stock pending the filing of any
report. The Master Trustee shall provide to the Company such information on
the Master Trust's ownership of Ford Stock as the Company may reasonably
request in order to comply with Federal or state securities laws.
(vi) Voting. Notwithstanding any other provision of this
Agreement the provisions of this Section shall govern the voting of Ford Stock.
The Company, after consultation with the Master Trustee, shall provide and pay
for all printing, mailing, tabulation and other costs associated with the
voting of Ford Stock.
(a) When the Company prepares for any annual meeting, the
Company shall notify the Master Trustee thirty (30) days in advance of
the intended record date and shall cause a copy of all proxy solicitation
materials to be sent to the Master Trustee. Based on these materials the
Master Trustee shall prepare a voting instruction form. At the time of
mailing of notice of each annual or special stockholders' meeting of the
issuer of the Ford Stock, the Master Trustee shall cause a copy of the notice
and all proxy solicitation materials to be sent to each Participant, together
with the foregoing voting instruction form to be returned to the Master
Trustee or its designee. The form shall show the number of full and fractional
shares of Ford Stock attributable to the Participant's interest in the Ford
Stock Fund.
(b) Each Participant shall have the right to direct the Master
Trustee as to the manner in which the Master Trustee is to vote that number of
shares of Ford Stock attributable to the Participant's interest in the Ford
Stock Fund. Directions from a Participant to the Master Trustee concerning the
voting of Ford Stock shall be communicated in writing, or by mailgram or
similar means as determined by the Master Trustee. These directions shall be
held in confidence by the Master Trustee and shall not be divulged to the
Company, or any officer or employee thereof, or any other person. Upon its
receipt of the directions, the Master Trustee shall vote the shares of Ford
Stock as directed by the Participant. The Master Trustee shall vote shares of
Ford Stock credited to a Participant's accounts for which it has received no
directions from the Participant in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it received
voting directions from Participants.
(vii) General. With respect to all rights other than the
right to vote, in the case of Ford Stock credited to a Participant's accounts,
the Trustee shall follow the directions of the Participant.
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(viii) Conversion. All provisions in this Section 4(b)(3)
shall also apply to any securities received as a result of a conversion of Ford
Stock.
(4) Loans to Participants
(i) To originate a participant loan, the Plans participant
shall direct the Master Trustee as to the term and amount of the loan to be
made from the participant's individual account. Such directions shall be made
by Plans participants by use of the telephone exchange system maintained for
such purpose by the Master Trustee or its agent. The Master Trustee shall
determine, based on the current value of the participant's account on the date
of the request and any guidelines provided by the Company, the amount available
for the loan. Based on the interest rate supplied by the Company in accordance
with the terms of the Plans, the Master Trustee shall advise the participant of
such interest rate, as well as the installment payment amounts. In the case of
participant residential loans, the Master Trustee shall forward the loan
document to the participant for execution and submission for approval to the
Master Trustee. The Master Trustee shall distribute the loan note with the
proceeds check to the participant. The Master Trustee also shall distribute
truth-in-lending disclosure to the participant. To facilitate recordkeeping,
the Master Trustee may destroy the original of any promissory note made in
connection with a loan to a participant under the Plans, provided that the
Master Trustee first creates a duplicate by a photographic or optical scanning
or other process yielding a reasonable facsimile of the promissory note and the
Plans participant's signature thereon, which duplicate may be reduced or
enlarged in size from the actual size of the original promissory note.
(ii) Principal and interest payments on parcipant loans shall
be remitted to the Master Trustee (1) by the Company in the case of active
employees, (2) by Comerica Bank in the case of amounts deducted from pension
payments on loans made prior to October 1, 1995, and (3) directly from former
employees in other cases.
(iii) The Administrator shall continue to hold participant
loan notes issued before the effective date of this Agreement as agent for the
Master Trustee.
(5) Commingled Pools. Master Trust investments in Commingled Pools
shall be subject to the following:
(i) The Company hereby agrees to the Plans' participation in
the Group Trust and adopts the terms of the Group Trust as a part of this
Agreement. Additionally, the Company acknowledges that it has received from
the Master Trustee a copy of the terms of the Group Trust
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and the terms of the Declaration of Separate Fund for each separate fund of the
Group Trust selected by the Company.
(ii) The Master Trustee shall at the direction of the
Investment Manager transfer all or any specified assets of a Separately Managed
Portfolio to any Commingled Pool which is maintained by such Investment
Manager, an affiliate thereof or any other entity which is a bank, and
whereupon the instrument establishing such Commingled Pool, as amended from
time to time shall constitute a part of the Master Trust, provided, however,
that following the transfer of funds to the bank, the Master Trustee shall have
no responsibility with respect to the holding, investment or administration of
such funds.
(iii) At the direction of the Company, the Master Trustee
shall transfer all or any portion of the Master Trust assets to any Commingled
Pool which is maintained by a bank as defined by the Investment Advisers Act of
1940, as amended, and whereupon the instrument establishing such Commingled
Pool shall constitute a part of the Master Trust, provided, however, that
following the transfer of funds to the bank, the Master Trustee shall have no
responsibility with respect to the holding, investment or administration of
such funds.
(iv) Purchases, sales, and exchanges of Commingled Pools other
than the Group Master Trust shall be made in accordance with Operational
Procedures to be established.
(6) Separately Managed Portfolios: At the Company's direction the
Master Trustee shall separate all or a portion of the Master Trust into one or
more Separately Managed Portfolios. Each Separately Managed Portfolio may be
invested in individual equity and debt securities, whether domestic or foreign,
mutual funds, commingled pools, and any other property or investments, in the
sole judgment of the person who is directing the investments of such Separately
Managed Portfolio.
The Company shall from time to time specify by written notice to the
Master Trustee whether the investment of the Separately Managed Portfolio shall
be managed by the Master Trustee, or shall be directed by one or more
Investment Managers, or whether both the Master Trustee and one or more
Investment Managers are to participate in the investment management of the
Separately Managed Portfolio. The Company shall be responsible for
ascertaining that while each Investment Manager is acting in such capacity
hereunder, such Investment Manager acknowledges that it is a fiduciary within
the meaning of Section 3(21)(A) of ERISA, with respect to the Plans.
The Master Trustee shall follow the directions of an Investment Manager
regarding the investment and reinvestment of the Master Trust, or such portion
thereof as shall be under management by the Investment Manager, and shall be
under no duty or obligation to review any investment to be acquired, held or
disposed of pursuant to such directions nor to make any recommendations with
respect to the disposition or continued retention of any such
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investment. The Master Trustee shall have no liability or responsibility for
acting without question on the direction of, or failing to act in the absence
of any direction from an Investment Manager, unless the Master Trustee has
knowledge that by such action or failure to act it will be participating in or
undertaking to conceal a breach of fiduciary duty by that Investment Manager.
The Investment Manager at any time and from time to time may issue
orders for the purchase or sale of securities or investments directly to a
broker. In order to facilitate such transactions, the Master Trustee, upon
direction by the Investment Manager, shall execute and deliver appropriate
trading authorizations, provided, however, that the Master Trustee may require
evidence that all risks associated with such purchase or sale of securities or
other investments by the Investment Manager are acknowledged by the Company and
the Investment Manager. Written notification of the issuance of each such order
shall be given promptly to the Master Trustee by the Investment Manager and the
execution of each such order shall be confirmed to the Master Trustee by the
broker. Such notification shall be authority for the Master Trustee to pay for
securities purchased against receipt thereof and to deliver securities sold
against payment therefor, as the case may be. The Master Trustee is also
authorized to execute and deliver appropriate trading authorizations when
notified by the Investment Manager by other means of communication mutually
agreed upon by the Master Trustee and the Investment Manager.
The Master Trustee shall, upon receiving written notice of the
resignation or removal of the Investment Manager, manage, pursuant to this
Section, the investment of the portion of the Master Trust under management
by such Investment Manager at the time of its resignation or removal, unless
and until the Master Trustee shall be notified of the appointment of another
Investment Manager, as provided in this Section, for such portion of such fund.
An Investment Manager shall certify, at the request of the Master
Trustee, the value of any securities or other property held in any Manager Fund
managed by such Investment Manager, and such certification shall be regarded as
a direction with regard to such valuation. The Master Trustee shall be
entitled to conclusively rely upon such valuation for all purposes under this
Agreement.
(7) Investment Contracts. Master Trust investments in GICs shall
be subject to the following limitations:
(i) In accordance with Section 403(a) of ERISA the Company
hereby directs the Master Trustee to continue to hold Existing GICs until
contract maturity or until directed otherwise by the Company. Contract proceeds
payable upon the maturity of an Existing GIC shall be allocated to the
Separately Managed Portfolio described in (ii) below.
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(ii) The Company hereby appoints the Master Trustee to
exercise investment management authority for a Separately Managed Portfolio
which invests primarily in a well-diversified portfolio of fixed-income
investments, including GICs, individual fixed income securities, and units in
a fixed-income Commingled Pool. The Company directs the Master Trustee to
choose such investments in accordance with the Investment Guidelines for the
Interest Income Fund attached hereto as Schedule "G".
(iii) The Company may appoint one or more Investment Managers
to manage a portion of the Separately Managed Portfolio described in (ii) above
pursuant to a written agreement by the Company with the Investment Manager.
(iv) In order to provide the necessary monies for exchanges
or redemption from the Separately Managed Portfolio described in (ii) above, the
Company agrees that the Master Trustee shall maintain a liquidity reserve
allocated to such investment option in (i) FICAP or (ii) such other Mutual Fund
or commingled pool as agreed to by the Company and the Master Trustee. The
target percentage and drift allowance to be held in the liquidity reserve shall
be set forth in Schedule "G" or otherwise agreed upon by the Master Trustee and
Company in writing and the Master Trustee shall be responsible for ensuring
that this target percentage falls within the agreed upon range, over time.
(c) Master Trustee Powers. The Master Trustee shall have the
following powers and authority:
(i) Subject to the limitations imposed by this Section 4,
to sell, exchange, convey, transfer, or otherwise dispose of any property held
in the Master Trust, by private contract or at public auction. No person
dealing with the Master Trustee shall be bound to see to the application of the
purchase money or other property delivered to the Master Trustee or to inquire
into the validity, expediency, or propriety of any such sale or other
disposition.
(ii) Subject to the limitations of this Section 4, to invest
in GICs and short term investments (including interest bearing accounts with
the Master Trustee or money market mutual funds advised by affiliates of the
Master Trustee) and in collective investment funds maintained by the Master
Trustee for qualified plans, in which case the provisions of each collective
investment fund in which the Master Trust is invested shall be deemed adopted
by the Company and the provisions thereof incorported as a part of this Master
Trust as long as the fund remains exempt from taxation under Sections 401(a)
and 501(a) of the Internal Revenue Code of 1986, as amended.
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(iii) To cause any securities or other property held as part
of the Master Trust to be registered in the Master Trustee's own name, in the
name of one or more of its nominees, or in the Master Trustee's account with
the Depository Trust Company of New York and to hold any investments in bearer
form, but the books and records of the Master Trustee shall at all times show
that all such investments are part of the Master Trust.
(iv) To borrow funds from a bank not affiliated with the
Master Trustee in order to provide sufficient liquidity to process Plans
transactions in a timely fashion, provided that the cost of such borrowing
shall be allocated in a reasonable fashion to the investment fund(s) in need of
liquidity;
(v) To make, execute, acknowledge, and deliver any and
all documents of transfer or conveyance and to carry out the powers herein
granted.
(vi) Subject to consultation with and approval by the
Company, to settle, compromise, or submit to arbitration any claims, debts, or
damages due to or arising from the Master Trust; to commence or defend suits or
legal or administrative proceedings; to represent the Master Trust in all suits
and legal and administrative hearings; and to pay all reasonable expenses
arising from any such action, from the Master Trust if not paid by the Company.
(vii) To do all other acts although not specifically
mentioned herein, as the Master Trustee may deem necessary to carry out any of
the foregoing powers and the purposes of the Master Trust.
(d) Investment Authority. The Master Trustee shall be considered a
fiduciary with discretionary investment authority only with respect to Plans
assets invested in the Group Master Trust or in a Separately Managed Portfolio
for which the Master Trustee has been appointed to exercise management
authority.
Section 5. Participant Directions.
(a) Investments. Each Participant shall be responsible for
directing the Master Trustee in which investment option(s) to invest the assets
in the participant's individual accounts. Such directions may be made by
Participants by use of the telephone exchange system maintained for such
purposes by the Master Trustee or its agent, in accordance with written
Telephone Exchange Guidelines attached hereto as Schedule "F". In the event that
the Master Trustee fails to receive a proper direction, the assets shall be
invested in the Interest Income Fund while the Master Trustee seeks a proper
direction. The Master Trustee
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shall not be liable for any loss, or by reason of any breach, which arises from
the Participant's exercise or non-exercise of rights under this Agreement over
the assets in the Participant's accounts.
(b) Disbursements. Each Participant shall be responsible for
directing the Master Trustee to make benefit payments or Participant loans in
accordance with the procedures set forth on Schedule "A". The Master Trustee
shall not be responsible for any disbursement properly made in accordance with
such procedures (other than tax withholding and reporting obligations assumed
under this Agreement).
Section 6. Recordkeeping and Administrative Services to Be Performed.
(a) General. The Master Trustee or Fidelity Investments Retirement
Services Company, an affiliate of the Master Trustee, shall perform those
recordkeeping and administrative functions described in Schedule "A" attached
hereto. These recordkeeping and administrative functions shall be performed
within the framework of the Company's written directions regarding the Plans'
provisions, guidelines and interpretations.
(b) Accounts. The Master Trustee shall keep accurate accounts of
all investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Master Trust as of each
Reporting Date. Within thirty (30) days following each Reporting Date or
within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Master Trustee, or the termination of this
Agreement, the Master Trustee shall file with the Company a written account
setting forth all investments, receipts, disbursements, and other transactions
effected by the Master Trustee between the Reporting Date and the prior
Reporting Date, and setting forth the value of the Master Trust as of the
Reporting Date. Except as otherwise required under ERISA, upon the expiration
of eight (8) months from the date of filing such account with the Company, the
Master Trustee shall have no liability or further accountabiltiy to anyone with
respect to the propriety of its acts or transactions shown in such account,
except with respect to such acts or transactions as to which the Company shall
within such eight (8) month period file with the Master Trustee written
objections.
(c) Inspection and Audit. All records generated by the Master
Trustee in accordance with paragraphs (a) and (b) shall be open to inspection
and audit, during the Master Trustee's regular business hours prior to the
termination of this Agreement, by the Company or any person designated by the
Company. Upon the resignation or removal of the Master Trustee or the
termination of this Agreement, the Master Trustee shall provide to the Company,
at no expense to the Company, in the format regularly provided to the Company,
a
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statement of each Participant's accounts as of the registration, removal, or
termination, and the Master Trustee shall provide to the Company or the Plans'
new recordkeeper such further records as are reasonable, at the Company's
expense.
(d) Effect of Plan Amendment. A confirmation of the current
qualified status of each Plan is attached hereto as Schedule "D". The
Master Trustee's provision of the recordkeeping and administrative services set
forth in this Section 6 shall be conditioned on the Company delivering to the
Master Trustee a copy of any amendment to the Plans as soon as administratively
feasible following the amendment's adoption, with, if requested, an IRS
determination letter or an opinion of counsel substantially in the form of
Schedule "D" covering such amendment, and on the Company providing the Master
Trustee on a timely basis with all the information the Company deems necessary
for the Master Trustee to perform the recordkeeping and administrative services
and such other information as the Master Trustee may reasonably request.
(e) Returns, Reports and Information. The Company shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Master Trust or Plans by law. The Master Trustee
shall provide the Company with such information as the Company may reasonably
request to make these filings.
(f) Allocation of Plan Interests. All transfers to, withdrawals
from, or other transactions regarding the Master Trust shall be conducted
in such a way that the proportionate interest in the Master Trust of
each Plan and the fair market value of that interest may be determined at any
time. Whenever the assets of more than one Plan are commingled in the Master
Trust or in any investment option, the undivided interest therein of each such
Plans shall be debited or credited (as the case may be) (i) for the entire
amount of every contribution received on behalf of such Plans, every benefit
payment, or other expense attributable solely to such Plans, and every other
transaction relating only to such Plans; and (ii) for its proportionate share
of every item of collected or accrued income, gain or loss, and general
expense, and of any other transactions attributable to the Master Trust or that
investment option as a whole.
Section 7. Compensation and Expenses. Within thirty (30) days of receipt of the
Master Trustee's bill, which shall be computed and billed in accordance with
Schedule "B" attached hereto and made a part hereof, as amended from time to
time, the Company shall send to the Master Trustee a payment in such amount or,
to the extent that the Plan may permit, the Company may direct the Master
Trustee to deduct such amount from Participants' account. All expenses of the
Master Trustee relating directly to the acquisition and disposition of
investments constituting part of the Master Trust, and all taxes of any kind
whatsoever that
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may be levied or assessed under existing or future laws upon or in respect of
the Master Trust or the income thereof, shall be a charge against and paid from
the appropriate investment option.
Section 8. Directions and Responsibility.
(a) Directions from Company or Administrator. The Company shall from
time to time designate the persons authorized to act on its behalf under the
provisions of this Agreement. Such designation shall be made in a
communication signed by the Vice President-Finance, the Secretary, or an
Assistant Secretary of the Company and shall include the signature of the
persons so designated. Whenever the Company or Administrator provides a
direction to the Master Trustee, the Master Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction
is contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Master Trustee by the Company, provided the Master
Trustee reasonably believes the signature of the individual to be genuine.
Such direction may also be made via electronic data transfer in accordance with
procedures agreed to by the Company and the Master Trustee; provided, however,
that the Master Trustee shall be fully protected in relying on such direction
as if it were a direction made in writing by the Company. The Master Trustee
shall have no responsibility to ascertain any direction's (i) accuracy, (ii)
compliance with applicable law, or (iii) effect for tax purposes (other than
tax withholding and reporting obligations assumed under this Agreement).
(b) Conduct. The Master Trustee hereby agrees not to take any action
contrary to the Plans (as communicated to the Master Trustee) or the Summary
Plan Description provided to participants (as communicated to the Master
Trustee). The Master Trustee hereby acknowledges that it has received from
the Company a draft of the Summary Plan Description.
(c) Co-Fiduciary Liability. In any other case, the Master Trustee
shall not be liable for any loss, or by reason of any breach, arising from any
act or omission of another fiduciary under the Plans except as provided in
section 405(a) of ERISA. Without limiting the foregoing, the Master Trustee
shall have no liability for the acts or omissions of any predecessor or
successor trustee.
(d) Responsibility. The Company and the Master Trustee agree that they
will cooperate with each other in the event of litigation or other dispute to
determine the response that is appropriate to any claim made against the
Company or the Master Trustee or both
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and the apportionment of the resulting expenses (including reasonable
attorneys' fees) and liability, if any, in connection with such claim. The
Company and the Master Trustee acknowledge that some claims may be made against
either or both parties even though only one of the parties would be responsible
under the Plans and the Agreement for the action, or inaction, that gives rise
to the claim and that the identity of the party whose action, or inaction,
gives rise to the claim may not always be clear. The parties agree that, in
general, claims arising by reason of interpretation of the Plan provisions or
by reason of Company directions or the directions of an Investment Manager will
be defended by the Company and the Company will be responsible forhe Company a
draft of the Summary Plan Description.
(c) Co-Fiduciary Liability. In any other case, the Master Trustee
shall not be liable for any loss, or by reason of any breach, arising from any
act or omission of another fiduciary under the Plill give notice to the other of
any controversy and each will
cooperate with the other to resolve such controversy.
(e) Survival. The provisions of this Section 8 shall survive the
termination of this Agreement.
Section 9. Resignation or Removal of Master Trustee.
(a) Resignation. The Master Trustee may resign at any time upon sixty
(60) days' notice in writing to the Company, unless a shorter period of notice
is agreed upon by the Company.
(b) Removal. The Company may remove the Master Trustee at any time upon
sixty (60) days' notice in writing to the Master Trustee, unless a shorter
period of notice is agreed upon by the Master Trustee.
Section 10. Successor Master Trustee.
(a) Appointment. If the office of Master Trustee becomes vacant for any
reason, the Company may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Master Trustee under this Agreement. The successor trustee and predecessor
trustee shall not be liable for the acts or omissions of the other with respect
to the Master Trust.
(b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Master Trust assets shall
immediately vest in the successor trustee without any further action on the
part of the predecessor trustee. The
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predecessor trustee shall execute all instruments and do all acts that
reasonably may be necessary or reasonably may be requested in writing by the
Company or the successor trustee to vest title to all Master Trust assets in
the successor trustee or to deliver all Master Trust assets to the successor
trustee.
(c) Corporate Action. Any successor of the Master Trustee or successor
trustee, through sale or transfer of the business or trust department of the
Master Trustee or successor trustee, or through reorganization, consolidation,
or merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this Agreement.
Section 11. Termination. This Agreement may be terminated at any time by the
Company upon sixty (60) days' notice in writing to the Master Trustee. On the
date of the termination of this Agreement, the Master Trustee shall forthwith
transfer and deliver to such individual or entity as the Company shall
designate, all cash and assets then constituting the Master Trust. If, by the
termination date, the Company has not notified the Master Trustee in writing as
to whom the assets and cash are to be transferred and delivered, the Master
Trustee may bring an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The Master Trustee shall
be reimbursed by the Company for all costs and expenses of the action or
proceeding including, without limitation, reasonable attorneys' fees and
disbursements.
Section 12. Resignation, Removal, and Termination Notices. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Company c/o Mr. D.N.
McCammon, Vice President-Finance, Ford Motor Company, The American Road,
Dearborn, MI 48121-1899, and to the Master Trustee c/o John M. Kimpel,
Fidelity Investments, 82 Devonshire Street, C8A, Boston, Massachusetts 02109,
or to such other addresses as the parties have notified each other of in the
foregoing manner.
Section 13. Duration. This Master Trust shall continue in effect without limit
as to time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.
Section 14. Amendment or Modification. This Agreement may be amended or
modified at any time and from time to time only by an instrument executed by
both the Company and the Master Trustee. The Master Trustee and the Company may
negotiate in good faith amendments to Schedule "B" effective beginning five (5)
years after the effective date of this Agreement.
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Section 15. General.
(a) Performance by Master Trustee, its Agents or Affiliates. The
Company acknowledges and authorizes that the services to be provided under
this Agreement shall be provided by the Master Trustee, its agents or
affiliates, including Fidelity Investments Institutional Operations Company or
its successor, and that certain of such services may be provided pursuant to
one or more other contractual agreements or relationships. The Master Trustee
acknowledges and agrees that it shall remain fully responsible for the
performance of all services or duties performed under this Agreement by its
affiliates.
(b) Entire Agreement. This Agreement contains all of the terms agreed
upon between the parties with respect to the subject matter hereof.
(c) Waiver. No waiver by either party of any failure or refusal to
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.
(d) Successors and Assigns. The stipulations in this Agreement shall
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.
(e) Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
(f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.
Section 16. Governing Law.
(a) Massachusetts Law Controls. This Agreement is being made in the
Commonwealth of Massachusetts, and the Master Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.
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<PAGE>
(b) Which Agreement Controls. The Master Trustee is not a party to
the Plans. In the event of any conflict between the provisions of the Plans and
the provisions of this Agreement, the provisions of the Plan shall control,
provided that nothing shall increase or expand the responsibilities or duties of
the Master Trustee beyond those set forth in this Agreement without the written
consent of the Master Trustee.
Section 17. Plan Qualification. The Company shall be responsible for verifying
that while any assets of a particular Plans are held in the Master Trust, the
Plans (i) is qualified within the meaning of section 401(a) of the Code; (ii)
is permitted by existing or future rulings of the United States Treasury
Department to pool its funds in a group trust; and (iii) permits its assets to
be commingled for investment purposes with the assets of other such plans by
investing such assets in this Master Trust. If any Plan ceases to be qualified
within the meaning of section 401(a) of the Code, the Company shall notify the
Master Trustee as promptly as is reasonable. Upon receipt of such notice, the
Master Trustee shall promptly segregate and withdraw from the Master Trust, the
assets which are allocable to such disqualified Plans, and shall dispose of
such assets in the manner directed by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
FORD MOTOR COMPANY
Attest: Stephen E. Weiner By E.S. Acton
--------------------------- ----------------------------
FIDELITY MANAGEMENT TRUST
COMPANY
Attest: Douglas O. Kant By John P. O'Reilly Jr.
--------------------------- ----------------------------
Assistant Clerk Vice President
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<PAGE>
Schedule "A"
RECORDKEEPING AND ADMINISTRATIVE SERVICES
Administration
* Establishment and maintenance of participant account and election
percentages.
* Maintenance of sixty-three (63) plan investment options:
"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica Commingled Pools)
7. Bond Fund (Wells Fargo Commingled Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth
"NON CORE" INVESTMENT OPTIONS (50)
<TABLE>
<S> <C> <C> <C>
1. Fidelity U.S. Investments - Government Securities Fund, L.P. 26. Scudder
International Fund
2. Fidelity Investment Grade Bond Fund 27. Scudder
Global Small Company Fund
3. Fidelity Global Bond Fund 28. Scudder
Income Fund
4. Fidelity New Markets Income Fund 29. Scudder
Global Fund
5. Fidelity Equity-Income Fund 30. Scudder
International Bond Fund
6. Fidelity Puritan Fund 31. Scudder
Growth and Income Fund
7. Fidelity Growth & Income Portfolio 32. Scudder
Japan Fund
8. Fidelity Balanced Fund 33. Scudder
Greater Europe Growth Fund
9. Fidelity Global Balanced Fund 34. T. Rowe
Price High Yield Fund
10. Fidelity Utilities Fund 35. T. Rowe
Price Spectrum Income Fund
11. Fidelity Real Estate Investment Portfolio 36. T. Rowe
Price Spectrum Growth Fund
12. Fidelity Fund 37. T. Rowe
Price New Horizons Fund
13. Fidelity Growth Company Fund 38. T. Rowe
Price International Stock Fund
14. Fidelity Dividend Growth Fund 39. T. Rowe
Price Latin America Fund
15. Fidelity Stock Selector 40. T. Rowe
Price New Asia Fund
16. Fidelity Trend Fund 41. T. Rowe
Price International Discovery Fund
17. Fidelity Small Cap Stock Fund 42. T. Rowe
Price New Era Fund
18. Fidelity Capital Appreciation Fund 43.
Vanguard Index 500 Fund
19. Fidelity Retirement Growth Fund 44.
Vanguard Index Value Fund
20. Fidelity Value Fund 45.
Vanguard Index Growth Fund
21. Fidelity International Growth and Income Fund 46.
Vanguard Explorer Fund
22. Fidelity Worldwide Fund 47.
Vanguard Trustees International Fund
23. Fidelity Canada Fund 48.
Vanguard Life Strategy Conservative Fund
24. Fidelity Europe Fund 49.
Vanguard Life Strategy Moderate Fund
25. Fidelity Pacific Basin Fund 50.
Vanguard Life Strategy Growth Fund
</TABLE>
* Maintenance of nine (9) money classifications:
- Tax Efficient Matched
- Tax Efficient Unmatched
- Regular Savings Matched
- Regular Savings Unmatched
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<PAGE>
- Match on Tax Efficient
- Match on Regular Savings
- Ford Credit Match on Tax Efficient
- Ford Credit Match on Regular Savings
- Rollover
The Trustee will provide only the recordkeeping and administrative services
set forth on this Schedule "A" and as detailed in the Plan Administrative
Manual and no others.
A) PARTICIPANT TELEPHONE SERVICES
1. Fidelity registered representatives are available from 8:30 a.m. -
12:00 midnight Eastern Time, beginning October 1, 1995, to
provide toll free telephone service for participant inquiries and
transactions. Additionally, participants have 24-hour account balance
inquiry access utilizing our automated voice response system.
2. For security purposes, all calls are recorded. In addition, several
levels of security are available including the verification of
a Personal Identification Number (PIN) and/or any other indicative data
resident on the system.
3. Through our telephone services, Fidelity provides the following
services:
- Provide mutual fund investment information.
- Allow participants to establish a new Personal Identification Number
(PIN) on Fidelity's VRS.
- Allow Ford participants to update their mailing address through a
Fidelity Phone Representative. Participants who update their address
through Fidelity will have a fifteen (15) day freeze placed on their
accounts for loan, withdrawal and distribution transactions.
- Maintain plan specific provisions.
- Process exchanges between all investment options (except class year
GICs) on a daily basis.
- Perform exchanges into Class Year Contract 1995 weekly.
- Maintain and process changes to participants' investment elections
on a daily basis.
- Maintain and process changes to participants' payroll/spillover
elections on a daily basis.
- Consult with participants in various loan scenarios and generate all
documentation.
- Process all participant loan and withdrawal requests according to
plan provisions on a daily basis. GIC withdrawals will be processed
weekly.
- Process in-service withdrawals via telephone due to certain
circumstances previously approved by Ford Motor Company.
- Process hardship withdrawals and ten-year loans via telephone
according to guidelines previously approved by Ford Motor Company.
B) PLAN ACCOUNTING
1. Process weekly, bi-monthly, and monthly consolidated payroll
contributions and loan repayments from Ford Motor Company's
payroll via electronic data transfer (EDT). The data format will be
provided by Fidelity.
2. Provide plan and participant level accounting for up to nine (9) money
classifications for the SSIP and TESPHE Plans as well as the
individual accounts maintained on FPRS.
3. Value, audit and reconcile the Plans and participant accounts daily.
4. Provide daily plan and participant level accounting for up to
sixty-three investment options, including Fidelity-managed
investment funds, Company Stock, GICs and non-Fidelity mutual funds.
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<PAGE>
5. Reconcile and process participant withdrawal requests as approved and
directed by the Sponsor. All requests are paid based on the
current market values of participants' accounts, not advanced or
estimated values. A distribution report will accompany each check.
6. Track individual participant loans, administer all loans outstanding as
of the conversion date, process loan withdrawals, re-invest
loan repayments, provide coupon books to participants (as agreed to by
Ford and Fidelity) and prepare and deliver comprehensive reports to
assist in the administration of participant loans. Promissory notes
for existing loans will continue to be the responsibility of Ford.
7. Qualify hardship requests and ten-year loans in accordance with written
guidelines provided by Ford. Process participant hardship
requests on a daily basis (assumes receipt of request in "good order").
8. Distributions and withdrawals from the class year GIC contracts will be
processed on a weekly basis. All other withdrawals and
distributions will be processed on a daily basis. All requests will be
paid based upon the current market value of a participant's account.
9. Maintain and process changes to participants' investment elections on a
daily basis via Fidelity's toll-free telephone service.
10. Accept written processing instructions from Ford with regard to
Qualified Domestic Relations Orders. The instructions may
include freezing participant accounts, splitting account balances, and
distributing QDRO accounts.
C) PARTICIPANT REPORTING
Note: Ford Motor Company will be responsible for researching participant
inquiries on a timely basis involving activities that occurred prior to
Fidelity becoming the full-service provider.
1. Maintain all eligible employee identification data on the
recordkeeping system and automatically send out enrollment kits
to newly eligible employees (as determined by Fidelity) based upon a
data feed from Ford Motor Company Payroll.
2. Maintain all plan literature fulfillment requests on the recordkeeping
system. Automatically send out literature kits to the
appropriate employees based upon a data feed from Ford Payroll (i.e.
Termination Kits), as well as send literature kits based upon a
participant's request.
3. Mail confirmation to participants of all transactions initiated via
Fidelity Telephone Services within three (3) to five (5)
business days of the transaction.
4. Maintain a supply of blank beneficiary designation forms for
distribution to participants by means of the literature
solicitation service. John Hancock will be responsible for collection
and storage of the completed forms. The NESC will instruct Fidelity
in writing regarding beneficiary distribution requirements.
5. Prepare and distribute to each plan participant (with a balance or
activity during the period) a detailed participant statement
reflecting all activity of the participant on FPRS as of the last
business day of March, June, September and December. Statements will
be mailed four (4) times per year within approximately thirty (30)
days following the end of each calendar quarter in the absence of
unusual circumstances.
D) PLAN REPORTING
1. Prepare, reconcile and deliver a monthly Trial Balance Report for
the SSIP and TESPHE Plans presenting all money classes and investments.
This report is based on the market value as of the last business day of
the month. The report will be mailed
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<PAGE>
within approximately twenty (20) days following the end of each
month in the absence of unusual circumstances.
2. Provide on-line access to the Fidelity recordkeeping system
through personal computers located at Ford. This feature allows
the ability to access plan and participant level information for
inquiry purposes.
E) GOVERNMENT REPORTING
- Process 1099R year-end tax reports for participants with
balances, as well as provide financial reporting to Ford Motor Company
to assist in the preparation of Form 5500.
F) COMMUNICATION SERVICES
1. Prepare a customized communications program as outlined in
Jack Florea's letter dated May 4, 1995, as well as offer the STAGES
product line to Ford participants beginning in the fourth quarter of
1995.
2. Fidelity will maintain and monitor a reasonable inventory of
plan literature, and mail appropriate literature based upon
status code changes or instructions entered by Fidelity Phone
Representatives the Workstation or initiated by participants via
the Fidelity Voice response System (VRS). Plan literature
includes enrollment kits, termination kits, phone brochures,
prospectuses for Fidelity and Non-Fidelity mutual funds, SPD's
and beneficiary designation forms.
G) DISCRIMINATION TESTING
Perform up to four (4) discrimination tests per year for Ford.
Additional test(s) may be requested at additional fees(s). To obtain
this service, Ford Motor Company will be required to provide the
information identified in the Fidelity Discrimination Testing Package
Guidelines.
The above mentioned services will be phased in during a
transition period to Fidelity. Comerica Bank, as the terminating
trustee and recordkeeper will perform their last valuation of SSIP,
TESPHE, and BEP for the period ending 9/30/95. The transition period is
scheduled to begin on October 1, 1995 with a projected completion date
of November 1, 1995. This projection is based upon several critical
path items, one of which is the receipt of the final valuations from
Comerica Bank on October 6, 1995. Ford and Fidelity have agreed that
there will be a suspension of recordkeeping services during the
transition period except for contributions, loan repayments for SSIP,
and enrollments. It is the goal of both parties that the transition
period be as short as possible.
For further information regarding how the Ford plan will be
administered, refer to the "Ford Motor Company Plan Changes and
Recommendations" document dated as of April 10, 1995.
-25-
<PAGE>
Schedule "B"
FEE SCHEDULE
<TABLE>
<S> <C>
Annual Participant Fee: $5.00 per participant (with balances)*
per plan per year, billed and payable
quarterly.
Loans-by-Telephone: Establishment fee of $35.00 per loan
account; annual fee of $15.00 per loan
account.
In-Service Withdrawals by Phone: $15.00 per withdrawal.
Remote Access: $1,500 installation per terminal,
$1,000 annual maintenance per terminal,
and $3 - $5 per hour for Tymnet usage
per terminal. Fidelity will subsidize
the installation fees and annual
maintenance fee for up to four (4)
terminals. If an alternative to
obtaining remote access through
personal computers is mutually agreed
upon between Ford and Fidelity, the
subsidy may be applied to partially
offset the cost of this alternative.
Return of Excess Contribution Fee: $25.00 per participant, one-time charge
per calculation and check generation.
Ad Hoc Reports: A reasonable quantity of ad hoc reports
will be provided at no charge.
Extensive ad hoc reporting services
will be billed to Ford at the rate of
$90 per hour. In addition, significant
CPU costs associated with executing
extensive ad hoc reports will also be
billed to Ford.
Proxy Mailing: If requested, Fidelity will provide
printing, mailing and tabulation
services associated with voting and
tendering Ford Stock in the SSIP and
TESPHE Plans. Expenses associated with
these services will be billed to Ford.
Fidelity shall retain the services of a
third-party vendor to handle proxy
solicitation mailings and vote
tabulation for the non-Fidelity Mutual
Funds. Expenses associated with these
services will be billed directly to
the non-Fidelity Fund vendors.
Discrimination Testing: Fidelity will provide up to four (4)
discrimination tests per year for Ford
at a cost of $11,000. If Ford requests
or requires additional tests, Ford will
be assessed $2,750 per test. If
extraordinary consulting is provided by
Fidelity personnel, such consulting
will be provided at the rate of $100
per hour. In addition, the correction
and manipulation of plan data requested
by Ford will be charged at a rate of
$100 per hour.
</TABLE>
- - - Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions or from errors not caused by Fidelity, or for reports not
contemplated in this Agreement. The Administrator may withdraw reasonable
administrative fees from the Trust by written direction to the Trustee.
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<PAGE>
* This fee will be imposed pro rata for each calendar quarter, or any
part thereof, that it remains necessary to keep a participant's
account(s) as part of the Plans' records, e.g., vested, deferred,
forfeiture, top-heavy and terminated participants who must remain on
file through calendar year-end for 1099-R reporting purposes.
GIC Fees
Existing GIC Recordkeeping Fee: 0.02% per year on all existing
GIC assets. This fee includes
daily valuation of the Class Year
GIC contracts as well as monthly
and annual reporting.
Interest Income Fund Management Fees: 0.06% per year on assets in the
Fidelity-managed and synthetic
portion of the Fund;
0.20% per year on assets in the
Short Duration Fixed Income
portion of the Fund.
If Ford adds a second
Investment Manager to manage the
Interest Income Fund, 0.06% per
year will be assessed on the
non-Fidelity managed assets in
this fund. This fee includes
utilizing Fidelity's GUIDE system
to value, accrue, and report on
the combined Interest Income
Fund. Additional custody costs
will be incurred and charged back
to Ford if a separately managed
account is established for any
investment manager.
Company Stock Administration Fee: 0.02% on the market value of
company stock assets, subject
to a $100,000 maximum per year.
Upon Ford's direction, Fidelity
will utilize exclusively the
services of Fidelity Brokerage
Services, Inc. ("FBSI"), a
subsidiary of Fidelity Management
and Research. FBSI's standard
commission is 3.5 cents per
share. If Ford does not so
direct, Fidelity will utilize
other brokers that may charge
more or less than 3.5 cents per
share when trading Company Stock.
The fees detailed above are fixed for a five year period (October 1, 1995
through September 30, 2000) with the following exceptions:
- if more than 5% of plan assets are invested in non-core,
non-Fidelity investment options, Fidelity will revisit the fee
structure with Ford.
- Extraordinary circumstances such as acquisitions or dispositions
that have a significant impact on plan population or require
additional Fidelity resources may result in a mutual modification
of the fee structure and/or a one time "event" fee.
In approximately April of the year 2000, Fidelity and Ford will begin the
process of negotiating a new contract with the end result being a new
contract and fee structure in place by September 30, 2000.
Note: These fees have been negotiated and accepted based on plan
assets of $6.5 billion, 156,000 eligible employees, participation of
109,000 participants, projected net cash flows of $110 million
-27-
<PAGE>
per year, and volumes of adjustments and transactions consistent with
historical experience (as stated in the Fidelity Proposal of Service and Fees
dated September 12, 1994). Fees will be subject to revision if these Plan
characteristics change significantly by either falling below or exceeding
current or projected levels. Fees also have been based on the use of up to 63
investment options, and such fees will be subject to revision if additional
investment options are added.
-28-
<PAGE>
Schedule "C"
INVESTMENT OPTIONS
In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee that Participants' individual accounts may be invested in the following
investment options:
"CORE" INVESTMENT OPTIONS (13)
1. Ford Motor Company Unitized Stock
Fund
2. Class year Contract 1993
3. Class year Contract 1994
4. Class year Contract 1995
5. Interest Income Fund
6. Common Stock Fund (Comerica
Commingled Pools)
7. Bond Fund (Wells Fargo Commingled
Pool)
8. Fidelity Magellan Fund
9. Fidelity Contrafund
10. Fidelity Overseas Fund
11. Fidelity Asset Manager: Income
12. Fidelity Asset Manager
13. Fidelity Asset Manager: Growth
"NON CORE" INVESTMENT OPTIONS (50)
1. Fidelity U.S. Investments - Government Securities Fund, L.P.
2. Fidelity Investment Grade Bond Fund
3. Fidelity Global Bond Fund
4. Fidelity New Markets Income Fund
5. Fidelity Equity-Income Fund
6. Fidelity Puritan Fund
7. Fidelity Growth & Income Portfolio
8. Fidelity Balanced Fund
9. Fidelity Global Balanced Fund
10. Fidelity Utilities Fund
11. Fidelity Real Estate Investment Portfolio
12. Fidelity Fund
13. Fidelity Growth Company Fund
14. Fidelity Dividend Growth Fund
15. Fidelity Stock Selector
16. Fidelity Trend Fund
17. Fidelity Small Cap Stock Fund
18. Fidelity Capital Appreciation Fund
19. Fidelity Retirement Growth Fund
20. Fidelity Value Fund
21. Fidelity International Growth and Income Fund
22. Fidelity Worldwide Fund
23. Fidelity Canada Fund
24. Fidelity Europe Fund
25. Fidelity Pacific Basin Fund
26. Scudder International Fund
27. Scudder Global Small Company Fund
28. Scudder Income Fund
29. Scudder Global Fund
30. Scudder International Bond Fund
31. Scudder Growth and Income Fund
32. Scudder Japan Fund
33. Scudder Greater Europe Growth Fund
34. T. Rowe Price High Yield Fund
35. T. Rowe Price Spectrum Income Fund
36. T. Rowe Price Spectrum Growth Fund
37. T. Rowe Price New Horizons Fund
38. T. Rowe Price International Stock Fund
39. T. Rowe Price Latin America Fund
40. T. Rowe Price New Asia Fund
41. T. Rowe Price International Discovery Fund
42. T. Rowe Price New Era Fund
43. Vanguard Index 500 Fund
44. Vanguard Index Value Fund
45. Vanguard Index Growth Fund
46. Vanguard Explorer Fund
47. Vanguard Trustees International Fund
48. Vanguard Life Strategy Conservative Fund
49. Vanguard Life Strategy Moderate Fund
50. Vanguard Life Strategy Growth Fund
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<PAGE>
SCHEDULE "D"
[Law Firm Letterhead]
Ms. Carolyn Redden
Fidelity Institutional Retirement
Services Company
82 Devonshire Street - ZZ4
Boston, MA 02109
[Name of Plan]
Dear Ms. Redden:
In accordance with your request, this letter sets forth our opinion
with respect to the qualified status under section 401(a) of the Internal
Revenue Code of 1986 (including amendments made by the Employee Retirement
Income Security Act of 1974)(the "Code"), of the [name of plan], as amended to
the date of this letter (the "Plans").
The material facts regarding the Plans as we understand them are as
follows. The most recent favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code was issued by the [location
of Key District] District Director of the Internal Revenue Service and was
dated [date] (copy enclosed). The version of the Plans submitted by [name of
company](the "Company") for the District Director's review in connection with
this determination letter did not contain amendments made effective as of
[date]. These amendments, among other matters, [brief description of
amendments]. [Subsequent amendments were made on [date] to amend the provisions
dealing with [brief description of amendments].]
The Company has informed us that it intends to submit the Plans to the
[location of Key District] District Director of the Internal Revenue Service
and to request from him a favorable determination letter as to the Plans'
qualified status under section 401(a) of the Code. The Company may have to make
some modifications to the Plans at the request of the Internal Revenue Service
in order to obtain this favorabele determination letter, but we do not expect
any of these modifications to be material. The Company has informed us that it
will make these modifications.
Based on the foregoing statements of the Company and our review of the
provisions of the Plans, it is our opinion that the Internal Revenue Service
will issue a favorable determination letter as to the qualified status of the
Plans, as modified at the request of the Internal Revenue Service, under
section 401(a) of the Code, subject to the customary condition that continued
qualification of the Plans, as modified, will depend on its effect in
operation.
Futhermore, in that the assets are in part invested in common stock
issued by the Company or an affiliate, it is our opinion that the Plans is an
"eligible individual account plan" (as defined under Section 407(d)(3) of
ERISA) and that the shares of common stock of the Company held and to purchased
under the Plans are "qualifying employer securities" (as defined under Section
407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plans are
not required to be registered under the Securities Act of 1933, as amended,
or, if such registration is required, that such interests are effectively
registered under said Act.
Sincerely,
[name of law firm]
By [Signature]
[name of partner]
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<PAGE>
Schedule "E"
EXISTING GICs
In accordance with Section 4(b), the Named Fiduciary hereby directs the
Trustee to continue to hold the following Existing GICs until such time as the
Named Fiduciary directs otherwise:
-Contract Issuer: John Hancock
-Contract #: GAC 7628
-Contract Rate: 8.07%
-Maturity Date: 6/30/98
-Contract Issuer: Lehman
-Contract #: 5980310
-Contract Rate: 5.49%
-Maturity Date: 6/30/96
-Contract Issuer: Prudential
-Contract #: 5065-281
-Contract Rate: 4.94%
-Maturity Date: 6/30/97
-31-
<PAGE>
Schedule "F"
TELEPHONE GUIDELINES
The following telephone guidelines are currently employed by Fidelity
Institutional Retirement Services Company (FIRSCO).
Representative-assisted telephone hours are 8:30 a.m. (ET) to 12:00 midnight
(ET) on each business day. A "business day" is any day on which the New York
Stock Exchange is open. The Voice Response System (VRS) is available 24 hours a
day, seven days a week.
FIRSCO reserves the right to change these telephone guidelines at its
discretion.
I. Participants may call on any business day in order to request a loan,
withdrawal or exchange transaction. If the request is received before
4:00 p.m. (ET), it will receive that day's trade date. Calls received
after 4:00 p.m. (ET) on a business day or non-business day will be
processed on a next business-day basis.
II. RESTRICTIONS
(A) GICs
1. Loan transactions are not permitted.
2. Withdrawal transactions will be processed on a weekly basis at
each Friday's net asset value (NAV). Withdrawal requests made
after 4 p.m. ET each Friday will be processed at the following
Friday's NAV.
3. Exchanges into and out of Class Year Contracts 1993 and 1994
are not permitted.
4. Weekly exchanges into Class Year Contract 1995 are permitted
and will be processed at each Friday's NAV. Exchange requests
made after 4 p.m. ET each Friday will be processed at the
following Friday's NAV.
5. Exchanges out of Class Year Contract 1995 are not permitted.
(B) SPONSOR STOCK - Investments in the Stock Fund will consist
primarily of shares of Sponsor Stock. However, in order to
satisfy daily participant requests for exchanges, loans and
withdrawals, the Stock Fund will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in the
Sponsor Stock Fund to allow for such activity, the Trustee
will sell shares of Sponsor Stock in the open market. Exchange
and redemption transactions will be processed as soon as
proceeds from the sale of Company Stock are received.
(C) COMMON STOCK FUND AND BOND FUND - Investments in the Common
Stock and Bond Funds will consist of units in the Comerica and
Wells Fargo commingled pools respectively. However, in order
to satisfy daily participant requests for exchanges, loans and
withdrawals, these Funds will also hold cash or other
short-term liquid investments in an amount that has been
agreed to in writing by the Sponsor and the Trustee. The
Trustee will be responsible for ensuring that the percentage
of these investments falls within the agreed upon range over
time. However, if there is insufficient liquidity in either
Fund to allow for such activity, the Trustee will be required
to sell shares of the "investment component" of the Fund (as
defined in Schedule K) to meet the requests. Exchange and
redemption transactions will be processed as soon as proceeds
from the sale of the investment component are received.
-32-
<PAGE>
SCHEDULE "G-1"
INVESTMENT GUIDELINES
FOR THE INTEREST INCOME FUND
(FIDELITY MANAGEMENT TRUST COMPANY GUIDELINES)
I. OBJECTIVE
The investment objective for the Interest Income Fund ("IIF") is to provide a
relatively high fixed-income yield with little market-related risk. Of primary
importance is the preservation of both invested principal and earned interest.
Secondary to the preservation of capital is the need to generate, over time, a
composite yield in excess of short-term yields available in the marketplace.
II. DESCRIPTION OF THE INTEREST INCOME FUND
The IIF is a diversified book value fund comprised of the following investments
types (described below in more detail): Guaranteed Investment Contracts
("GICs"), individual fixed-income securities, and units in commingled pools
managed by Fidelity Management Trust Company in its capacity as Investment
Manager (hereafter "FMTC"). The IIF will also be invested in a Short-Term
Investment Fund ("STIF") for liquidity purposes.
In conjunction with the investment types described above, FMTC shall purchase
constant-duration synthetic contracts (hereafter "synthetic contracts") to
ensure that the IIF is fully benefit-responsive and accounted for at
book-value. The IIF will be divided among these synthetic contracts on a
pro-rata basis and the contracts will provide a fixed rate of return each
calendar year.
FMTC shall invest the IIF within the ranges indicated below, realizing that
such allocations will be achieved over a reasonable time period:
GICs 0% to 25%
Individual fixed-income securities 25% to 50%
Commingled Pool Units * 48% to 52%
STIF 1% to 3%
* If greater than 50% of the IIF is invested in commingled pool units, then
FMTC shall not purchase additional units until the amount invested falls
below 50%. If the commingled pool units exceed 52%, then the FMTC shall
periodically rebalance the IIF by selling the excess over 52% at fair market
value. The proceeds of such sale will be reinvested in GICs, individual
fixed-income securities or STIF.
III. PERMISSIBLE INVESTMENTS AND LIMITATIONS
A. GICS
GICs are book-value, benefit-responsive investment contracts issued by
insurance companies, banks and other institutions that guarantee the payback of
principal at full book value. GICs are unsecured agreements backed by the
assets of the issuer. The three types of permissible GICs are:
1. Standard GICs: invested principal and earned interest are guaranteed
for the full term of investment.
2. Indexed and/or Structured GICs: interest and maturity may be adjusted
periodically according to a published index.
3. Participating GICs: interest adjusted periodically to reflect the
performance of an underlying portfolio of assets in the general
account of the issuer.
-33-
Credit Limitations
GICs for the IIF will be limited to those issuers whose creditworthiness has
been approved by the FMTC at the time of purchase. Such approval will be given
only to those issuers having substantial asset basis and adequate surplus
assets to assure financial strength under adverse conditions. A copy of the
current FMTC credit standards is available upon request.
Diversification
FMTC will seek to diversify holdings among issuers and investment types to
avoid unwise concentrations of risk. Investment exposure to any single GIC
issuer shall not exceed 2.5% of the IIF assets managed by FMTC. FMTC's
dynamic diversification guidelines utilize multiple categories of issuers rated
as to maturity limits, percentage of client's portfolio and percentage of
issuer's surplus or net worth. A copy of the current FMTC diversification
standards is available upon request.
B. SECURITIES
1. Individual Fixed-Income Securities
FMTC will invest in high quality individual fixed-income securities for the
IIF. Such securities will be owned directly by the Plan, and the Plan assumes
default risk on the security. The minimum credit quaility of any security at the
time of purchase will be "AA-" by at least one of the major rating agencies.
The expected final maturity of any security purchased shall not exceed seven
years.
Below is a list including, but not limited to, the securities types which may
be purchased for the IIF:
- Asset-backed securities
- Collateralized Mortgage Obligations (CMOs)
- Commercial Paper rated A1/P1 or higher
- Corporate Notes and Bonds
- Mortgage-backed Securities
- U.S. Government Agencies
- U.S. Treasury Securities
Except for U.S. Treasuries, U.S. Government Agency, and U.S. Government
sponsored issuers, investment exposure to any single issuer shall not exceed
2.5% of the IIF assets managed by FMTC.
FMTC may also invest in ARMs, Treasury Bills, Notes, and Bonds, (including
Treasury STRIPS), U.S. Agency mortgage-backed securities, excluding IO's and
PO's, Inverse Floaters, Super Floaters, residuals, structured notes, futures
and options. Any exception to the above exclusions shall not be permitted
unless agreed to in writing by the wrap issuer, the Investment Manager.
2. Commingled pool Units
Initially, the IIF will be invested in units of the Fidelity Short
Duration/Diversified Collective Trust according to the Investment Guidelines
referred to in Schedule I-2.
FMTC may invest in other commingled pool units provided these Investment
Guidelines are amended accordingly.
C. STIF
To assure sufficient liquidity for the IIF, FMTC will invest in money market
portfolios, including commingled pools and mutual funds, offered by FMTC or
its affiliates.
-34-
D. CONSTANT DURATION SYNTHETIC AGREEMENTS
FMTC will purchase synthetic contracts for all of the investment types
described above. Such contracts do not guarantee the underlying investments
(described in A and B above) purchased on behalf of the Plan. FMTC will
purchase such synthetic contracts from third party issuers (usually an
insurance company, bank, or brokerage firm) approved by FMTC at the time of
purchase.
IV. WITHDRAWAL HIERARCHY FOR BENEFIT PAYMENTS
The withdrawal hierarchy for benefit payments from the IIF shall be as follows:
(1) STIF, (2) Commingled pool units, (3) individual fixed-income securities,
and (4) GICs.
-35-
<PAGE>
SCHEDULE "G-2"
INVESTMENT GUIDELINES FOR THE
FIDELITY SHORT DURATION/DIVERSIFIED COLLECTIVE TRUST
The Fidelity Short Duration/Diversified Collective Trust seeks to add
incremental return above a selected benchmark (either a published index or a
customized benchmark) while matching the benchmark in terms of duration and
risk parameters. The Sponsor acknowledges that it has received a copy of the
terms of the Fidelity Group Trust and terms of the Declaration of Separate Fund
for the Short Duration/Diversified Collective Trust.
-36-
<PAGE>
Exhibit 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
Date: January 26, 1995 Employer Identification Number:
38-0549l90
File Folder Number:
380061063
FORD MOTOR COMPANY Person to Contact:
P.O. Box 1899, THE AMERICAN RD. DAVID E. DIXON
DEARBORN, MI 48121-1899 Contact Telephone Number:
(513) 684-3866
Plan Name:
UAW TAX EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES
Plan Number: 025
Dear Applicant:
We have made a favorable determination on your plan identified
above, based on the information supplied. Please keep this letter
in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-1(b)(3)
of the Income Tax Regulations.) We will review the status of the
plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it. It is
very important that you read the publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the
effect of other federal or local statutes.
This determination expresses an opinion on whether the
amendment(s), in and of itself, affects the continued qualified
status of the plan under Code section 401 and the exempt status of
the related trust under section 501(a). It is not an opinion on
the qualification of the plan as a whole and the exempt status of
the related trust as a whole.
This determination letter is applicable for the amendment(s)
adopted on September 15, 1993.
This plan satisfies the requirements of Code section
4975(e)(7).
This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because
the plan benefits only collectively bargained employees or
employees treated as collectively bargained employees.
The information on the enclosed addendum is an integral part
of this determination. Please be sure to read and keep it with
this letter.
We have sent a copy of this letter to our representative as
indicated in the power of attorney.
If you have any questions concerning this matter, please
contact the person whose name and telephone number are shown above.
Sincerely yours,
/s/C. Ashley Bullard
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Associates First Capital Corporation on
Form S-8 (File No. 333- ) of our report dated January 26,1996,
except for Note 18, as to which date is February 8, 1996 on our
audits of the consolidated financial statements of Associates
First Capital Corporation as of December 31, 1995 and 1994,and
for the years ended December 31, 1995, 1994, and 1993, appearing
in the Annual Report on Form 10-K of Associates First Capital
Corporation.
Additionally, we consent to the incorporation by reference in
this registration statement of our report dated July 3, 1996, on
our audit of the combined financial statements of Associates
International Group as of December 31, 1995 for the year ended,
appearing in the Current Report on Form 8-K of Associates First
Capital Corporation dated July 3, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
February 26, 1997
<PAGE>
Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an
officer or director, or both, of ASSOCIATES FIRST CAPITAL CORPORATION, a
Delaware corporation (the "Company"), do hereby make, constitute and appoint
Roy A. Guthrie, Timothy M. Hayes, and Chester D. Longenecker, and each of
them, attorneys-in-fact and agents of the undersigned with full power and
authority of substitution and resubstitution, in any and all capacities, to
execute for and on behalf of the undersigned the Registration Statement on
Form S-8 relating to the shares of Class A Common Stock of the Company and/or
obligations of the Company with values based on the value of Class A Common
Stock and certain other indexes, and any and all pre-effective and
post-effective amendments or supplements to the foregoing Registration
Statement and any other documents and instruments incidental thereto, and to
deliver and file the same, with all exhibits thereto, and all documents and
instruments in connection therewith, with the Securities and Exchange
Commission, and with each exchange on which any class of securities of the
Company is registered, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing that said attorneys-in-fact and agents, and each of them, deem
advisable or necessary to enable the Company to effectuate the intents and
purposes hereof, and the undersigned hereby fully ratify and confirm all that
said attorneys-in-fact and agents, or any of them, or their respective
substitutes, if any, shall do or cause to be done by virtue hereof.
IN WITNESS HEREOF, each of the undersigned has subscribed his or her
name, this 26th day of February, 1997.
<TABLE>
<C> <C>
/s/ J. Carter Bacot /s/ Joseph M. McQuillan
- ------------------------ --------------------------
Name: J. Carter Bacot Name: Joseph M. McQuillan
Title: Director Title: Director
/s/ John M. Devine /s/ Harold D. Marshall
- ------------------------ --------------------------
Name: John M. Devine Name: Harold D. Marshall
Title: Director Title: Director
/s/ Kenneth Whipple /s/ Keith W. Hughes
- ------------------------ --------------------------
Name: Kenneth Whipple Name: Keith W. Hughes
Title: Director Title: Chairman of
the Board, Principal
/s/ H. James Toffey, Jr. Executive Officer and
- ------------------------- Director
Name: H. James Toffey, Jr.
Title: Director
/s/ Kevin P. Hegarty /s/ Roy A. Guthrie
- -------------------------- --------------------------
Name: Kevin P. Hegarty Name: Roy A. Guthrie
Title: Senior Vice President Title: Executive Vice President
and Principal And Chief Financial
Accounting officer Officer
</TABLE>
