-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ph2fmFZ9mgmR459TGd/nKVzTom9byUR4zTo3HwyJfDZY055I5TdS7pSUFRMVxmRr fAjRSdsqdmXFtFX1d48PQA== 0000037996-96-000015.txt : 19960424 0000037996-96-000015.hdr.sgml : 19960424 ACCESSION NUMBER: 0000037996-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960423 EFFECTIVENESS DATE: 19960512 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02735 FILM NUMBER: 96549594 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 BEP Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORD MOTOR COMPANY ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-0549190 - ------------------------------- ------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) BENEFIT EQUALIZATION PLAN ------------------------- (Full title of the Plan) J. M. RINTAMAKI, Esq. Ford Motor Company P.O. Box 1899 The American Road Dearborn, Michigan 48121-1899 (313) 323-2260 ---------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum Amount of Title of securities to Amount to maximum offering aggregate offering registration be registered be registered price per obligation price** fee - ------------------------------------------------------------------------------------------------------------ Benefit Equalization Plan Obligations* $7,000,000 100% $7,000,000 $2,413.81 - ------------------------------------------------------------------------------------------------------------
* The Benefit Equalization Plan Obligations are unsecured obligations of Ford Motor Company to pay compensation in the future in accordance with the terms of the savings plan portion of the Ford Motor Company Benefit Equalization Plan. ** Estimated solely for the purpose of determining the registration fee. FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN --------------------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) The latest annual report of Ford Motor Company ("Ford") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which contains, either directly or indirectly by incorporation by reference, certified financial statements for Ford's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in paragraph (a) above. (c) The description of Ford's Common Stock contained in registration statement no. 33-43085 filed by Ford under the Securities Act of 1933 (the "1933 Act"). All documents subsequently filed by Ford pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities. The Ford Motor Company Benefit Equalization Plan (the "Plan") is an unfunded, nonqualified employee benefit plan for eligible employees of Ford Motor Company (the "Company") and certain of its domestic subsidiaries. The objective of the savings plan portion of the Plan is to preserve certain benefits of employees under the Company's tax qualified Savings and Stock Investment Plan for Salaried Employees ("SSIP") by providing equalization benefits under the Plan in place of benefits which cannot be provided under the SSIP because of limitations imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code (the "Code"). Amounts are credited pursuant to the Plan by book entry to a participant's savings account under the Plan initially in the form of phantom units in the Ford Stock Fund, an investment option offered under the SSIP which is based primarily on Ford Common Stock. Thereafter, the participant may redesignate savings Plan account balances among any of the investment options currently available under the SSIP. As discussed above, credits to the participant's savings Plan account are intended to make up for any Company matching contributions that would have been made to the participant's SSIP account but for the limitations imposed by Sections 415 and 401(a)(17) of the Code. Generally the Company matching contribution under the SSIP is $.60 for every $1.00 contributed by the participant to the SSIP up to 10% of his or her salary. -3- Each participant will have the status of a general unsecured creditor of the Company with respect to his or her Plan savings account. The value of a participant's Plan savings account will be based on the performance of the investment options applicable to the account for purposes of accounting (as if the credited amounts had been so invested), and not for actual investment. Unless the participant redesignates all or part of his or her account balance among other investment options, the account is valued based upon the performance of the Ford Stock Fund. A participant may redesignate amounts initially credited to his or her Plan savings account in units of the Ford Stock Fund among other investment options available under the Plan on a daily basis. The obligations of the Company under the Plan (the "Obligations") will be unsecured general obligations of the Company to pay in the future the value of the participants' Plan savings accounts based on the measurement investment options applicable to the accounts. The Obligations will rank pari passu with the other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. Distribution of all or any part of a participant's Plan savings account shall be made by the Company as soon as practicable after the participant's death, retirement or other termination of employment. A participant's interest in his or her Plan savings account, and thus his or her right to the Obligations, generally cannot be assigned, transferred, garnished, pledged or encumbered. The Obligations are not subject to redemption, in whole or in part, prior to the distribution payment date, at the option of the Company or through the operation of a mandatory or optional sinking fund or analogous provision. The Board of Directors of the Company has the right to amend, modify, discontinue or terminate the Plan, in whole or in part, at any time and from time to time, except that no such action shall adversely affect the right of each participant to the amounts credited to or accrued in his or her Plan savings account at the time of such amendment, modification or termination to the extent that such participant's rights to such amounts have become vested under the Plan. The Obligations are not convertible into securities of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers, or amendments pertaining to the Obligations, enforcing covenants and taking action upon a default. -4- Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware provides as follows: 145. Indemnification of officers, directors, employees and agents; insurance - (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. -5- (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. -6- (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Certificate of Incorporation of Ford includes the following provisions: LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION AND INSURANCE. 5.1. Limitation on Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this subsection 5.1 of Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. 5.2. Effect of any Repeal or Modification of Subsection 5.1. Any repeal or modification of subsection 5.1 of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 5.3. Indemnification and Insurance. 5.3a. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity -7- while serving as a director, officer or employee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys' fees, amounts paid or to be paid in settlement and excise taxes or penalties imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii) similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 5.3a of Article NINTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 5.3a of Article NINTH or otherwise. 5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is obligated to pay under subsection 5.3a of this Article NINTH is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 5.3c. Miscellaneous. The provisions of this Section 5.3 of Article NINTH shall cover claims, actions, suits and proceedings, civil or criminal, whether now pending or hereafter commenced, and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. If any part of this Section 5.3 of Article NINTH should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected. -8- 5.3d. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 5.3 of Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By- Law, agreement, vote of stockholders or disinterested directors or otherwise. 5.3e. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. 5.3f. Indemnification of Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 5.3 of Article NINTH with respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation. Pursuant to underwriting agreements filed as exhibits to registration statements relating to underwritten offerings of securities issued or guaranteed by Ford, the underwriters have agreed to indemnify Ford, each officer and director of Ford and each person, if any, who controls Ford within the meaning of the 1933 Act, against certain liabilities, including liabilities under the 1933 Act. Pursuant to most of Ford's employee benefit plans, including the Deferred Compensation Plan, the Supplemental Compensation Plan, the Savings and Stock Investment Plan, the Long-Term Incentive Plans and the Stock Option Plans, directors, officers and employees of Ford are indemnified against all loss, cost, liability or expense resulting from any claim, action, suit or proceeding in which such persons are involved by reason of any action taken or failure to act under such plans. Ford is insured for liabilities it may incur pursuant to its Certificate of Incorporation relating to the indemnification of its directors, officers and employees. In addition, directors, officers and certain key employees are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford's Certificate of Incorporation. -9- Item 8. Exhibits. Exhibit 4.1 Ford Motor Company Benefit Equalization Plan. Filed with this Registration Statement. Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.2 Opinion of F. C. King, a Senior Attorney of Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. Filed with this Registration Statement. Exhibit 23 Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1 Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.2 Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 -10- (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. -11- The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 22nd day of April, 1996. FORD MOTOR COMPANY By:Alex Trotman* ------------------- (Alex Trotman) Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- Director and Chairman of the Board of Directors, President and Chief Executive Officer Alex Trotman* (principal executive officer) April 22, 1996 - ------------------------ (Alex Trotman) Colby H. Chandler* Director April 22,1996 - ------------------------ (Colby H. Chandler) Michael D. Dingman* Director April 22, 1996 - ------------------------ (Michael D. Dingman) Director and Vice President, Ford Motor Company, and Director and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company April 22, 1996 - ----------------------- (Edsel B. Ford II) William Clay Ford* Director April 22, 1996 - ------------------------ (William Clay Ford) -12- Signature Title Date --------- ----- ---- Director and Chairman William Clay Ford, Jr.* of the Finance Committee April 22, 1996 - ------------------------ (William Clay Ford, Jr.) Roberto C. Goizueta* Director April 22, 1996 - ------------------------ (Roberto C. Goizueta) Irvine O. Hockaday, Jr.* Director April 22, 1996 - ------------------------ (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director April 22, 1996 - ------------------------ (Marie-Josee Kravis) Drew Lewis* Director April 22, 1996 - ------------------------ (Drew Lewis) Ellen R. Marram* Director April 22, 1996 - ------------------------ (Ellen R. Marram) Kenneth H. Olsen* Director April 22, 1996 - ------------------------ (Kenneth H. Olsen) Carl E. Reichardt* Director April 22, 1996 - ------------------------ (Carl E. Reichardt) John L. Thornton* Director April 22, 1996 - ----------------------- (John L. Thornton) -13- Signature Title Date --------- ----- ---- Clifton R. Wharton, Jr.* Director April 22, 1996 - -------------------------- (Clifton R. Wharton, Jr.) Group Vice President and Chief Financial Officer John M. Devine* (principal financial officer) April 22, 1996 - ------------------------ (John M. Devine) Director of Accounting Daniel R. Coulson* (principal accounting officer) April 22, 1996 - ------------------------ (Daniel R. Coulson) *By: /s/K. S. Lamping ----------------- (K. S. Lamping Attorney-in-Fact)
-14- EXHIBIT INDEX
Sequential Page at Which Found (or Incorporated by Reference) ---------------- Exhibit 4.1 Ford Motor Company Benefit Equalization Plan. Filed with this Registration Statement. Exhibit 5.1 Opinion of Thomas J. DeZure, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.2 Opinion of F. C. King, a Senior Attorney of Ford Motor Company, with respect to compliance requirements of the Employee Retirement Income Security Act of 1974. Filed with this Registration Statement. Exhibit 23 Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1 Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.2 Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement.
EX-4.1 2 FORD MOTOR COMPANY BENEFIT EQUALIZATION PLAN (as amended as of January 1, 1989) Section 1. Purpose. The purpose of this Plan is to preserve certain benefits of employ ees under the Company's tax qualified General Retirement Plan and Savings and Stock Investment Plan for Salaried Employees by providing appropriate Equalization Benefits under this Plan in place of benefits which cannot be provided under such tax qualified plans because of limitations imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code. Section 2. Definitions. As used in this Plan, the following terms shall have the following meanings, respectively: 2.01 "BEP Salary Reductions" shall mean that portion of salary at the basic salary rate which would have been credited to an employee's account before January 1, 1985 pursuant to a salary reduction agreement under paragraph V-2 of the SSIP but which by reason of Section 4l5 of the Code, exceeds salary reduction contributions that can be made by the Company on an employee's behalf under the Tax-Efficient Savings Program of the SSIP. 2.02 "Company" shall mean Ford Motor Company. 2.03 "Committee" shall mean the committee authorized to administer and interpret the Plan as provided in Section 6. 2.04 The term "Contributory Service" shall have the meaning given that term in the GRP. "Distribution", "account" and "current market value" as used in Section 3.02 of this Plan shall have the meanings given those terms as used in the SSIP. 2.05 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.06 "General Retirement Plan" or "GRP" shall mean the Ford Motor Company General Retirement Plan for Salaried and Certain Other Employees, as amended from time to time. 2.07 "Internal Revenue Code" or "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 2.08 "Limitations" shall mean the limitations on benefits and/or contributions imposed on qualified plans by Section 415 and Section 401(a)(17) of the Code. 2.09 "PBGC" shall mean the Pension Benefit Guaranty Corporation. 2.10 "Savings and Stock Investment Plan" or "SSIP" shall mean the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, as amended from time to time. -2- Section 3. Equalization of Benefits. 3.01 GRP Equalization Benefits. (a) A Periodic GRP Equalization Benefit shall be provided for and associated with each payment of a GRP benefit that is subject to the Limitations. (b) The Periodic GRP Equalization Benefit shall be equal in amount to the difference between the GRP benefit and the corresponding benefit that would be payable under the GRP without regard to the Limitations. In determining the amount of the Periodic GRP Equalization Benefit, the member's salary shall be the member's salary (as that term is defined in the GRP) plus BEP Salary Reductions for periods before January 1, 1985 which are credited under this Plan pursuant to Section 3.02(a)(ii)(C) below, but the member shall not make contributions hereunder based on such BEP Salary Reductions. The Periodic GRP Equalization Benefit shall be paid by the Company to the person receiving payment of the corresponding GRP benefit and, as nearly as practicable, at the same time. (c) As an alternative to the GRP Periodic Equalization Benefit, the Company and an employee eligible for the Periodic GRP Equalization Benefit under this Section 3.0l may agree on payment of the actuarial equivalent in a lump sum of such Periodic GRP Equalization Benefit, subject to the following conditions and such other conditions as may be determined by the Vice President-Finance and Treasurer, the Vice President-General Counsel and the Vice President- Employee Relations: (i) The actuarial equivalent shall be determined on the basis of the interest rates and mortality tables, which would be used by the PBGC for determining the present value of liability for pensioners' benefits in the case of a terminated retirement plan under Title IV of ERISA and which are in effect in the month prior to the month when the employee's GRP benefit begins. (ii) The agreement must be entered into (A) prior to the year in which the employee's retirement occurs and (B) not later than six months before the actual retirement date; provided, however, that the requirement contained in Subsection (B) immediately above shall not apply to such an agreement entered into in l984 by the Company and an eligible employee who retires before July l, l985. (iii) The agreement once entered is irrevocable. (iv) Evidence of good health at the time of the agreement will be required. Payment under such lump sum agreement shall be made by the Company as soon as practicable after payment of the GRP benefit begins. -3- 3.02 Savings and Stock Investment Plan Equalization Benefits. (a) Pre-1985 Subaccount. The provisions of this Subsection 3.02(a) shall apply in determining that part of an eligible employee's SSIP Equalization Benefit subaccount based on periods of service until December 31, 1984. (i) For an employee who made the election regarding payroll deductions provided in this Subsection, or who elected to have credited under this Plan BEP Salary Reductions, a SSIP Equalization Benefit shall be provided with respect to any class or classes of the SSIP before January 1, 1985 with respect to which Company or employee contributions were subject to the Limitations. (ii) If at any time during a plan year ending before January 1, 1985 it appeared that contributions by or on behalf of an employee (including any related Company matching contributions) to the SSIP would be subject to the Limitations, such an employee may have elected to have the Company retain in its general funds and have credited for purposes of computing a member's subaccount of the SSIP Equalization Benefit under this Section 3.02(a): (A) by payroll deduction authorization under this Plan that portion of the amount the employee had elected to contribute as employee regular savings contributions to the SSIP for such pay period (by a payroll deduction authorization in effect for such pay period under paragraph IV of the SSIP) which, when added to all other actual and projected Annual Additions as defined under paragraph XXXI of the SSIP during such plan year, exceeded the Limitations. (B) that portion of regular savings and related earnings which have been returned to the employee pursuant to the provisions of paragraph XXXI of the SSIP, and (C) the employee's BEP Salary Reductions. (iii) There has been established for each eligible employee a subaccount for periods of participation under this Section 3.02(a) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts retained by the Company pursuant to Section 3.02(a)(ii) of this Plan adjusted on the basis of investment performance and the member's election as to investment of funds under paragraph VIII and transfer of the value of employee and Company contributions under paragraph IX of the SSIP as though contributions and credits to the member's account hereunder had been so invested less any withdrawals pursuant to Section 3.02(a)(iv) of this Plan; provided, however, that an election by a Company officer of investment in Company common stock shall not apply under this Plan with respect to contributions pursuant to Section 3.02(a)(ii) of this Plan (other than related Company matching contributions) which were made or credited hereunder by or on behalf of such Company officer; and the officer will be required to make any other investment election permitted under paragraph VIII of the SSIP with respect to such amounts. -4- (iv) An employee may not withdraw any amounts in excess of the member's regular savings contributions under this Plan and may not borrow against the subaccount of the member's SSIP Equalization Benefit. (v) The SSIP Equalization Benefit under this Section 3.02(a) shall be equal to the amount at the time of distribution credited to the employee's subac count of the SSIP Benefit Equalization Account as determined under Section 3.02(a)(iii) above. (b) Post-1984 Subaccount. The provisions of this Subsection 3.02(b) shall apply in determining an eligible employee's SSIP Equalization Benefit subaccount based on periods of service beginning January l, l985. (i) If at any time during a plan year beginning on or after January l, l985 contributions by or on behalf of an employee and related Company matching contributions to the SSIP are subject to the Limitations there shall be credited for purposes of computing a member's SSIP Equalization Benefit under this Section 3.02(b) an amount equal to the Company matching contributions which would have been made under the SSIP based upon the employee's SSIP elections except that such Company matching contribu tions cannot be made because of the Limitations. (ii) There shall be established for each eligible employee a subaccount for periods of participation under this Section 3.02(b) under the SSIP Equalization Benefit Account. This subaccount shall be equal to the amounts credited by the Company pursuant to Section 3.02(b)(i) of this Plan adjusted on the basis of investment performance and any election by the member to transfer the value of matured Company matching contributions under paragraph IX of the SSIP, as though credits to the member's account hereunder had been so invested. (iii) An employee may not withdraw any amounts credited under this Section 3.02(b) and may not borrow against this subaccount of the member's SSIP Equalization Benefit. (iv) The SSIP Equalization Benefit under this Section 3.02(b) shall be equal to the amount at the time of distribution credited to the employee's subac count of the SSIP Benefit Equalization Account as determined under Section 3.02(b)(ii) above. (c) Payment of SSIP Equalization Benefit. The SSIP Equalization Benefit shall be paid in cash by the Company to the employee, or if the employee is deceased, to the employee's beneficiary under the SSIP, and shall be made as soon as practicable after death, retirement or other termination of employment. -5- Section 4. Equalization Benefits Not Funded. The Company's obligations under this Plan shall not be funded and Equalization Benefits under this Plan shall be payable only out of the general funds of the Company. Section 5. Amendment, Termination, Etc. The Board of Directors of the Company shall have the right at any time to amend, modify, discontinue or terminate this Plan in whole or in part; provided, however, that no such action shall deprive any person of an Equalization Benefit under this Plan in respect of any GRP benefit or any SSIP benefit to which the member's rights shall have become vested (under the vesting provisions of the applicable Plans, without regard to any provisions limiting benefits or contributions) prior to the date of such action by the Board of Directors. Section 6. Administration and Interpretation of the Plan. Full authority to administer and interpret this Plan shall be vested in the Compensation and Option Committee of the Board of Directors of the Company. The Committee is authorized from time to time to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such steps in connection with, the Plan as it may deem necessary or advisable. Each determination, interpretation, or other action by the Committee shall be in its sole discretion and shall be final, binding and conclusive for all purposes and upon all persons. References to Articles, Sections or paragraphs of the Code or of the GRP or of the SSIP shall be applicable to any corresponding provision of the Code or of the applicable plans containing essentially the same Limitations, in the event that the applicable Code or plan provisions shall be renumbered. BENEFIT EQUALIZATION PLAN AMENDMENT ----------------------------------- The Benefit Equalization Plan (the "BEP") has recently been amended to provide that the Company matching contributions that would otherwise have been made either to the Savings and Stock Investment Plan for Salaried Employees ("SSIP") or credited to the employee's BEP savings plan account if the employee had not elected a base salary deferral under the terms of the recently adopted Deferred Compnesation Plan ("DCP") will be provided under the BEP. The unfunded BEP was amended to provide the benefit because amounts of base salary that an employee elects to defer under the DCP cannot under the Internal Revenue Code be used to determine the amount of the benefit under the tax-qualified SSIP. The BEP has also been amended to allow employees to make investment elections in their BEP savings plan account that are independent of investment elections made with respect to their SSIP accounts. Previously, BEP accounts were adjusted to reflect elections made by employees under the SSIP. Such employees may elect to have their "phantom" accounts under the unfunded BEP based on any of the investment elections offered under the SSIP. EX-5.1 3 Exhibit 5.1 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 April 22, 1996 Ford Motor Company The American Road Dearborn, Michigan 48121 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to the obligations of the Company under the savings plan portion of the Company's Benefit Equalization Plan (the "Plan") to pay in the future the value of the participants' Plan savings accounts based on the measurement investment options applicable to the accounts, in accordance with the terms of the Plan (the "Obligations"). As an Assistant Secretary and Counsel of the Company, I am familiar with the Certificate of Incorporation and the By- Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that: (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. (2) All necessary corporate proceedings have been taken to authorize the issuance of the Obligations being registered under the Registration Statement, and all such Obligations issued in accordance with the Plan will be legally issued, fully paid and non-assessable when the Registration Statement shall have become effective and the Company shall have received therefor the consideration provided in the Plan. -2- I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Thomas J. DeZure Thomas J. DeZure Assistant Secretary and Counsel EX-5.2 4 Exhibit 5.2 FORD MOTOR COMPANY THE AMERICAN ROAD DEARBORN, MICHIGAN 48121 April 22, 1996 Ford Motor Company The American Road Dearborn, Michigan 48121 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the savings plan portion of the Benefit Equalization Plan (the "Plan"). As a Senior Attorney of the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Plan. I have examined, or caused to be examined, the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the provisions of the Plan. I also have examined or caused to be examined such other documents and instruments and have made such further investigation as I have deemed appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that in general the Plan is exempt from ERISA's requirements. However, to the extent a limited statement to the United States Department of Labor (the "DOL") is required to meet the reporting and disclosure requirements under ERISA regulations, that statement has been filed with the DOL. I hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/F. C. King F. C. King Senior Attorney EX-23 5 Exhibit 23 Coopers & Lybrand Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Motor Company Registration Statement on Form S-8 We consent to the incorporation by reference in this Registration Statement of our report dated January 26, 1996 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in Ford's Annual Report on Form 10-K. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 April 18, 1996 EX-24.1 6 Exhibit 24.1 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING DEBT SECURITIES, LEASE SECURITIES, GUARANTEES AND OTHER SECURITIES ISSUED BY FORD MOTOR COMPANY Each of the undersigned, a director or officer of FORD MOTOR COMPANY (the "Company"), appoints each of J. M. Devine, M. S. Macdonald, E. S. Acton, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable the Company to register the above-captioned Securities for issuance and sale under, and otherwise to comply with, the Securities Act of 1933 and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, including but not limited to, power and authority to sign his or her name (whether on behalf of the Company, or otherwise) to one or more Registration Statements and any amendments thereto, or any of the exhibits, financial statements and schedules, or the prospectuses, filed therewith, and to file them with the Commission, all as authorized at a meeting of the Board of Directors of the Company held on April 11, 1996. Each of the undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument. Each of the undersigned has signed his or her name as of the 11th day of April, 1996. /s/Alex Trotman /s/Colby Chandler - ------------------------- -------------------------- (Alex Trotman) (Colby H. Chandler) /s/Michael D. Dingman /s/Edsel B. Ford II - ------------------------- -------------------------- (Michael D. Dingman) (Edsel B. Ford II) /s/William Clay Ford /s/ William Clay Ford, Jr. - ------------------------- ------------------------- (William Clay Ford) (William Clay Ford, Jr.) /s/Roberto C. Goizueta /s/Irvine O. Hockaday, Jr. - -------------------------- -------------------------- (Roberto C. Goizueta) (Irvine O. Hockaday, Jr.) /s/Marie-Josee Kravis /s/Drew Lewis - --------------------------- --------------------------- (Marie-Josee Kravis) (Drew Lewis) - 2 - /s/ Ellen R. Marram /s/Kenneth H. Olsen - ------------------------ ----------------------- (Ellen R. Marram) (Kenneth H. Olsen) /s/Carl E. Reichardt /s/John L. Thornton - ------------------------- ----------------------- (Carl E. Reichardt) (John L. Thornton) /s/Clifton R. Wharton, Jr. /s/John M. Devine - --------------------------- ------------------------ (Clifton R. Wharton, Jr.) (John M. Devine) /s/Daniel R. Coulson - --------------------------- (Daniel R. Coulson) EX-24.2 7 Exhibit 24.2 FORD MOTOR COMPANY Certificate of an Assistant Secretary ------------------------------------- The undersigned, T. J. DeZure, an Assistant Secretary of Ford Motor Company, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY that attached hereto are true and correct copies of excerpts of resolutions adopted by the Board of Directors of the Company at a meeting duly called and held on April 11, 1996, and the same are in full force and effect on the date hereof. WITNESS my hand and the seal of the Company this 22nd day of April, 1996. /s/T. J. DeZure ------------------------- T. J. DeZure Assistant Secretary (Corporate Seal) FORD MOTOR COMPANY Excerpts of Resolutions Adopted by the Board of Directors of Ford Motor Company on April 11, 1996 ---------------------------------------- RESOLVED, That the proposals described in the communication dated April 11, 1996, signed by M. S. Macdonald and addressed to the members of the Board of Directors, entitled "1996 Annual Report on Financing Plans and Investments", presented to and discussed at this meeting, be and hereby are approved. RESOLUTIONS RELATING TO ISSUANCE OF DEBT SECURITIES AND LOAN AGREEMENTS Public Offerings - ---------------- RESOLVED, That the Company be and hereby is authorized to issue and sell, in one or more public offerings, debt securities, to be denominated when issued in U.S. dollars or any foreign currency or currencies, consisting of notes, debentures, warrants, Company obligations under unfunded employee benefit plans, guarantees or other securities, or any combination thereof ("Debt Securities"), in an aggregate principal amount not to exceed U.S. $2,000,000,000 or the equivalent thereof, with such maturity dates, in such relative principal amounts, in such currencies, at such interest rates (either on a fixed or floating basis) or original issue discounts, as applicable, and upon such additional terms and conditions (including, without limitation, provisions for subordination) as may be fixed by the Chairman of the Board of Directors, President and Chief Executive Officer, the Group Vice President and Chief Financial Officer, or the Treasurer, and that each such officer be and hereby is authorized to determine the terms of the Debt Securities, including, without limitation, the respective maturity dates, the relative principal amounts, the respective currencies, the stated rates of interest (either on a fixed or floating basis) to be borne by, or the original issue discounts applicable to, the Debt Securities, any provisions for subordination of the Debt Securities, any provisions for conversion of the Debt Securities into other Debt Securities or into securities of one or more affiliates of the Company, the terms and the price or prices for any prepayment or redemption of the Debt Securities pursuant to a sinking fund or otherwise, and the purchase prices to be paid by any underwriters or any firm, institution, partnership or other person purchasing the Securities. Private Offerings - ----------------- RESOLVED, That the Company be and hereby is authorized to issue and sell, in one or more private offerings, debt securities, to be denominated when issued in U.S. dollars or any foreign currency or currencies, consisting of notes, debentures, warrants, guarantees or other securities, or any combination thereof ("Privately-placed Securities"), in an aggregate principal amount not to exceed U.S. $2,000,000,000 -2- or the equivalent thereof, in such relative principal amounts, with such maturity date or dates, at such interest rate or rates, at such redemption price or prices, at such purchase price or prices to be paid by the purchasers thereof and upon such additional terms and conditions as may be fixed by the Chairman of the Board of Directors, President and Chief Executive Officer, the Group Vice President and Chief Financial Officer, or the Treasurer; and such officers be and hereby are authorized to embody such determinations in the Privately-placed Securities, in one or more Note Agreements, Purchase Agreements or Loan Agreements or in any other agreement, instrument or document, as any such officer shall determine. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to execute and deliver such Privately-placed Securities, Note Agreements, Loan Agreements, Purchase Agreements or other agreements or instruments and documents as may be approved pursuant to the next preceding resolution. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company to take any action (including, without limitation, the payment of expenses) and to execute and deliver any and all certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions. Euro-Currency, Euro-Dollar and Foreign Currency Offerings - --------------------------------------------------------- RESOLVED, That the Company be and hereby is authorized to issue and sell, in one or more public or private offerings in the Euro-Dollar market, or in Europe, Japan or elsewhere outside the United States, through underwriters or otherwise, debt securities payable in U.S. dollars or in any European or other foreign currency, in an aggregate principal amount not to exceed U.S. $2,000,000,000 or the equivalent thereof, consisting of notes, debentures, warrants, guarantees or other securities, or any combination thereof ("Foreign Securities"), in such principal amounts, at such rates of interest, with such maturities and on such other terms and conditions as may be approved by the Chairman of the Board of Directors, President and Chief Executive Officer, the Group Vice President and Chief Financial Officer, or the Treasurer, and, in connection therewith, each such officer, and also the Secretary, any Assistant Secretary and any Assistant Treasurer, and each of them, be and hereby is authorized, in the name and on behalf of the Company, to execute (by manual or facsimile signature) and deliver one or more Notes, Underwriting Agreements, Note Agreements, Purchase Agreements, Loan Agreements, Fiscal Agency Agreements, Indentures, Prospectuses, Offering Circulars, Listing Applications and any other agreements or instruments and documents as any such officer shall determine. -3- RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company to take any action (including, without limitation, the payment of expenses) and to execute (by manual or facsimile signature) and deliver any and all certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of the next preceding resolution. Loan Agreements - --------------- RESOLVED, That the Company be and hereby is authorized to borrow from banks, trust companies, affiliates of the Company or other persons, under and pursuant to loan agreements or other borrowing arrangements ("Loan Agreements"), an aggregate amount not to exceed at any one time outstanding the sum of U.S. $2,000,000,000 or the equivalent thereof, in such principal amounts, at such rates of interest, with such maturities and on such other terms and conditions as may be approved by the Chairman of the Board of Directors, President and Chief Executive Officer, the Group Vice President and Chief Financial Officer, or the Treasurer. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to execute and deliver Loan Agreements between the Company and such banks, trust companies, affiliates or other persons, respectively, providing for, among other things, loans to the Company on such terms as may be approved pursuant to the next preceding resolution and containing such other terms and provisions as the officer or officers executing such Loan Agreements may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company (a) to execute and deliver promissory notes of the Company ("Promissory Notes") pursuant to the terms and conditions of the Loan Agreements evidencing the indebtedness of the Company to such banks, trust companies, affiliates or other persons and containing such other terms and provisions as the officer or officers executing such Promissory Notes may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof and (b) to take any other action (including, without limitation, the payment of expenses) and to execute and deliver any and all other certificates, instruments and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate or desirable in order to carry out the purposes and intents of the foregoing resolutions. -4- Industrial Development Revenue Bonds - ------------------------------------ RESOLVED, That up to U.S. $2,000,000,000 in aggregate cost of equipment, machinery, structures and related property and facilities installed or to be installed at any assembly plant or any other facility of the Company be and hereby is authorized to be financed by the Company through one or more offerings of serial and/or term industrial development revenue bonds or other types of debt securities ("Bonds"), to be issued by governmental authorities authorized to issue Bonds in the relevant locations. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, the Group Vice President and Chief Financial Officer, and the Treasurer, and each of them, be and hereby are authorized to approve, with respect to each offering of Bonds, (i) the terms of such Bonds, including, without limitation, the principal amount thereof; the stated rate or rates of interest to be borne thereby; the maturity date or dates thereof; the respective proportions thereof which shall be serial Bonds and term Bonds; and the price or prices for redemption thereof pursuant to any sinking fund or otherwise; (ii) the issuer or issuers and the form, terms and provisions of one or more letters of credit relating to payment of such Bonds or of any of the Company's obligations in connection therewith and the form, terms and provisions of any reimbursement agreements pertaining to such letters of credit; (iii) the Trustee or Trustees to serve under and the form, terms and provisions of one or more indentures ("Indentures") covering such Bonds; (iv) the paying agent or paying agents for such Bonds; and (v) the form, terms and provisions of any purchase agreement or underwriting agreement ("Underwriting Agreement") relating to such Bonds, including the purchase price or prices to be paid by the purchasers or the underwriters ("Underwriters") thereunder and the sale price or prices or the initial public offering price or prices of such Bonds. RESOLVED, That, in connection with each offering of Bonds, preparation of one or more official statements ("Official Statements") containing information with respect to such Bonds and the governmental issuer of such Bonds and information with respect to, and financial statements of, the Company, be and hereby is authorized and approved; that the appropriate officer or officers of the Company, and each of them, be and hereby are authorized to prepare (and if it shall appear necessary, appropriate or desirable to such officers, sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be) any such Official Statement, containing such information (including, without limitation, any amendments, attachments, exhibits and other documents relating thereto or required by law, regulation or practice in connection therewith), as the officer or officers executing the related letter of representation may deem necessary, appropriate or desirable; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause any such Official Statement to be delivered to the Underwriters named in the related Underwriting Agreement for use in connection with such offering. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary and any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company, to -5- purchase, to arrange for the purchase of, or to direct the Trustee under any Indenture to purchase, Bonds in connection with any sinking fund under the provisions of any Indenture. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary and any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to take any and all action which such officers, or any of them, may deem necessary, appropriate or desirable in order to obtain a permit for, register or qualify all or part of each offering of Bonds for issuance and sale, or to request an exemption from registration of such securities, or to register or obtain a license for the Company as a dealer or broker under the securities laws of such states of the United States of America as such officers, or any of them, may deem necessary, appropriate or desirable, and in connection with such registrations, permits, licenses, qualifications and exemptions to execute, acknowledge, verify, deliver, file and publish all such applications, reports, resolutions, irrevocable consents to service of process, powers of attorney and other papers and instruments as may be required under such laws, and to take any and all further action which such officers, or any of them, may deem necessary, appropriate or desirable in order to maintain such registration in effect for so long as such officers, or any of them, may deem to be in the best interests of the Company. RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses) and to execute (by manual or facsimile signature) and deliver any and all letters, agreements, documents or other writings (including a letter of representation, an installment sales contract, a lease or a loan agreement and a promissory note), that such officer or officers may deem necessary, appropriate or desirable in order to facilitate any offering of Bonds and otherwise carry out the purposes and intents of each and all of the foregoing resolutions. Overall Limitation on Indebtedness - ---------------------------------- RESOLVED, That notwithstanding the provisions of the preceding resolutions relating to Public Offerings; Private Offerings; Foreign Currency Offerings; Loan Agreements; and Industrial Development Revenue Bonds; the aggregate principal amount of Debt Securities, Privately-placed Securities, Foreign Securities, Loan Agreements with or Promissory Notes issued to persons other than affiliates of the Company and Bonds issued and sold pursuant to such resolutions shall not exceed U.S. $2,000,000,000 or the equivalent thereof, less such amount as shall have been allocated for foreign automotive operations pursuant to the recital and resolution next following. -6- * * * * RESOLUTIONS RELATING TO THE REGISTRATION OF SECURITIES, THE LISTING OF SECURITIES ON STOCK EXCHANGES AND RELATED MATTERS RESOLVED, That the Company be and hereby is authorized to register with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), Debt Securities, Lease Securities, guarantees to be executed and delivered on behalf of the Company (the "Guarantees") in connection with the offering or offerings from time to time of debt securities issued by any Company subsidiary, consisting of notes, debentures, warrants or other securities, or any combination thereof, and other securities which may be issued by the Company, including, without limitation, subordinated debt securities, preferred stock and related depositary shares, common stock, and warrants to purchase any of the foregoing ("Other Securities") (such Debt Securities, Lease Securities, Guarantees and Other Securities are collectively referred to as "Securities"). RESOLVED, That the preparation by the Company of one or more Registration Statements on Form S-3 or such other form as may be appropriate covering the Securities, including prospectuses, exhibits and other documents, to be filed with the Commission for the purpose of registering the offer and sale of the Securities, be and it hereby is in all respects approved; that the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any such Registration Statement, with such changes, if any, therein, including amendments to the prospectus and the addition or amendment of exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof, and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause any such Registration Statement, so executed, to be filed with the Commission; and, prior to the effective date of any such Registration Statement and if the Vice President - General Counsel or the Secretary deems it advisable, the appropriate officers of the Company are directed to use their best efforts to furnish each director and each officer signing such Registration Statement with a copy of such Registration Statement, and if, prior to the effective date of any such Registration Statement, material changes therein or material additions thereto are proposed to be made, other than changes and additions of a type authorized under these resolutions to be approved by officers of the Company, and if the Vice President - General Counsel or the Secretary deems it advisable, the appropriate officers of the Company are directed to use their best efforts to furnish each director, and each officer signing any such Registration Statement, with a copy of such Registration Statement and each amendment thereto as filed with the Commission, or a description of such changes or additions, or a combination thereof, in as complete and final form as practicable and in sufficient time to permit each director and each such officer so desiring to object to any part of any such Registration Statement before it becomes effective. -7- RESOLVED, That the directors and appropriate officers of the Company, and each of them, be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all amendments (including post-effective amendments) to any Registration Statement, including amendments to the prospectus and the addition or amendment of exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form, with such changes, if any, therein, as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof, and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such amendment or amendments, so executed, to be filed with the Commission; and if, prior to the effective date of each such post- effective amendment, material changes or material additions are proposed to be made in or to any such Registration Statement or any amendment thereto in the form in which it most recently became effective, other than changes and additions of a type authorized under these resolutions to be approved by officers of the Company, and if the Vice President - General Counsel or the Secretary deems it advisable, the appropriate officers of the Company are directed to use their best efforts to furnish each director, and each officer signing such post-effective amendment, with a copy of such post-effective amendment or a description of all material changes or additions therein, or a combination thereof, in as complete and final form as practicable and in sufficient time to permit each director and each such officer so desiring to object to any part of such post- effective amendment before it becomes effective. RESOLVED, That each officer and director who may be required to sign and execute any such Registration Statement or any amendment thereto or document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of attorney appointing J. M. Devine, M. S. Macdonald, E. S. Acton, J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping and P. J. Sherry, Jr., and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity any such Registration Statement and any and all amendments (including post- effective amendments) thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever which such attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized in the name and on behalf of the Company to take any and all action which such persons, or any of them, may deem necessary, appropriate or desirable in order to obtain a permit, register or qualify the Securities for issuance and sale or to request an exemption from registration of the Securities or to register or obtain a license for the Company as a dealer or broker under the securities laws of such of the states of the United States of America as such persons, or any of them, may -8- deem necessary, appropriate or desirable, and in connection with such registrations, permits, licenses, qualifications and exemptions to execute, acknowledge, verify, deliver, file and publish all such applications, reports, resolutions, irrevocable consents to service of process, powers of attorney and other papers and instruments as may be required under such laws, and to take any and all further action which such persons, or any of them, may deem necessary, appropriate or desirable in order to maintain such registrations in effect for as long as such persons, or any of them, may deem to be in the best interests of the Company. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer, any Executive Vice President, any Group Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and hereby are authorized to designate any licensed California broker- dealer as the Company's attorney-in-fact for the purpose of executing and filing one or more applications and amendments thereto on behalf of the Company, under applicable provisions of the California Corporate Securities Law of 1968, for the registration or qualification of part or all of the Securities (whether or not subordinated) for offering and sale in the State of California. RESOLVED, That any and all haec verba resolutions which may be required by the Blue Sky or securities laws of any state in which the Company intends to offer to sell the Securities be, and they hereby are, adopted; that the proper officers of the Company be, and they hereby are, authorized to certify that such resolutions were duly adopted at this meeting; and that the Secretary of the Company shall cause a copy of each resolution so certified to be attached to the minutes of this meeting. * * * * RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, (i) the appointment of Registrars, Issuing Agents, Paying Agents and other agents, (ii) the payment of expenses and (iii) purchases and sales of securities to support the Company's obligations under the Ford Motor Company Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan and similar unfunded employee benefit plans or programs) and to execute (by manual or facsimile signature) and deliver any and all agreement, certificates, instruments and other documents documents (under the corporate seal of the Company or otherwise) that such officer or officers may deem necessary, appropriate or desirable to carry out the purposes and intents of each and all of the foregoing resolutions. * * * * -----END PRIVACY-ENHANCED MESSAGE-----