-----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, BEfEnZLQ2JU/tTide3EQBFKCPDIHHTs1TjAyZPbt8NYL6j+UvHkw8TcwjzFmOXVn Kfgr4GWhd5EQqLgo7NtcfQ== 0000037996-98-000006.txt : 19980309 0000037996-98-000006.hdr.sgml : 19980309 ACCESSION NUMBER: 0000037996-98-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19980306 EFFECTIVENESS DATE: 19980306 SROS: NYSE 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: SEC FILE NUMBER: 333-47443 FILM NUMBER: 98559070 BUSINESS ADDRESS: STREET 1: THE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 S-8 1 SSIP S-8 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 or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) The American Road Dearborn, Michigan 48121-1899 (Address of principal executive offices) (Zip Code) FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES (Full title of the Plan) J. M. Rintamaki, Esq. Ford Motor Company P. O. Box 1899 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
- ------------------------- ------------------------ ----------------------- ------------------------ ------------------------ Tile of Each Class of Proposed Proposed Maximum Securities to be Amount to be Maximum Offering Aggregate Offering Amount of Registered Registered (a) Price Per Share (b) Price Registration Fee - ------------------------- ------------------------ ----------------------- ------------------------ ------------------------ Series C Participating 116,466 Stock, $1.00 par value shares $56,562.50 $6,587,608,125 $1,943,344.40 - ------------------------- ------------------------ ----------------------- ------------------------ ------------------------ 116,466,000 Depositary Shares shares (c) ___ ___ ___ - ------------------------- ------------------------ ----------------------- ------------------------ ------------------------ Common Stock, 116,466,000 ___ ___ ___ $1.00 par value shares (d) - ------------------------- ------------------------ ----------------------- ------------------------ ========================
(a) The number of shares being registered represents the maximum number of shares that may be acquired by Fidelity Management Trust Company, as trustee under the Master Trust established as of September 30, 1995, as amended, and as trustee under the Plan, during 1998 and during subsequent years until a new Registration Statement becomes effective. (b) Based on the market price of 1,000 shares of Common Stock of the Company on March 2, 1998 in accordance with Rule 457(c) under the Securities Act of 1933. (c) Each Depositary Share will represent 1/1,000 of a share of Series C Participating Stock and will be evidenced by a Depositary Receipt issued pursuant to a Deposit Agreement. (d) The number of shares being registered represents the maximum number of shares of Common Stock as are issuable upon conversion of the Series C Participating Stock registered hereby. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statements Nos. 333-28181, 33-64607, 33-54735, 33-54275, 33-50194, 33-36061, 33-14951 and 2-95020 are incorporated herein by reference. 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. 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 For a description of Ford's Series C Participating Stock and Depositary Shares, each representing 1/1,000 of a share of such Series C Participating Stock, see Exhibits 4.G, 4.H, 4.I and 4.J to this Registration Statement. For a description of Ford's Common Stock, see Item 3 above. Item 8. Exhibits. Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4.A to Registration Statement No. 33-64607 and incorporated herein by reference. Exhibit 4.B - Copy of Amendment effective as of January 1, 1997 to the Savings and Stock Investment Plan for Salaried Employees. Filed with this Registration Statement. -3- Exhibit 4.C - Copy of Amendment effective as of March 2, 1998 to the Savings and Stock Investment Plan for Salaried Employees. Filed with this Registration Statement. Exhibit 4.D - Copy of Master Trust Agreement dated as of September 30, 1995 between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.B to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.E - Copy of Amendment dated October 25, 1997 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed with this Registration Statement. Exhibit 4.F - Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.G - Form of Certificate of Designations designating Series C Participating Stock. Filed with this Registration Statement. Exhibit 4.H - Form of certificate for shares of Series C Participating Stock. Filed with this Registration Statement. Exhibit 4.I - Form of Deposit Agreement. Filed with this Registration Statement. Exhibit 4.J - Form of Depositary Receipt is included in Exhibit 4.I. Exhibit 5.A - Opinion of Peter Sherry, Jr., an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5.B to Registration Statement No. 333-28181 and incorporated herein by reference. Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement. -4- SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 6th day of March, 1998. FORD MOTOR COMPANY SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES By:/s/Glen Anderson ----------------------------------- Glen Anderson, Chairman Savings and Stock Investment Plan Committee -5- The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 6th day of March, 1998. 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) March 6, 1998 - ------------------------ (Alex Trotman) Michael D. Dingman* Director March 6, 1998 - ------------------------ (Michael D. Dingman) Director, Vice President-Ford and President and Chief Operating Officer, Edsel B. Ford II* Ford Motor Credit Company March 6, 1998 - ----------------------- (Edsel B. Ford II) William Clay Ford* Director March 6, 1998 - ----------------------- (William Clay Ford) Director and Chairman William Clay Ford, Jr.* of the Finance Committee March 6, 1998 - ------------------------ (William Clay Ford, Jr.)
-6-
Signature Title Date --------- ----- ---- Irvine O. Hockaday, Jr.* Director March 6, 1998 - --------------------------- (Irvine O. Hockaday, Jr.) Marie-Josee Kravis* Director March 6, 1998 - --------------------------- (Marie-Josee Kravis) Ellen R. Marram* Director March 6, 1998 - --------------------------- (Ellen R. Marram) Homer A. Neal Director March 6, 1998 - --------------------------- (Homer A. Neal) Carl E. Reichardt* Director March 6, 1998 - --------------------------- (Carl E. Reichardt) John L. Thornton Director March 6, 1998 - --------------------------- (John L. Thornton) Executive Vice President and Chief Financial Officer John M. Devine* (principal financial officer) March 6, 1998 - --------------------------- (John M. Devine) Corporate Controller William J. Cosgrove* (principal accounting officer) March 6, 1998 - --------------------------- (William J. Cosgrove) *By:/s/K. S. Lamping ----------------------- (K. S. Lamping, Attorney-in-Fact)
-7- EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) --------------- Exhibit 4.A - Ford Motor Company Savings and Stock Investment Plan for Salaried Employees. Filed as Exhibit 4.A to Registration Statement No. 33-64607 and incorporated herein by reference. Exhibit 4.B - Copy of Amendment effective as of January 1, 1997 to the Savings and Stock Investment Plan for Salaried Employees. Filed with this Registration Statement. Exhibit 4.C - Copy of Amendment effective as of March 2, 1998 to the Savings and Stock Investment Plan for Salaried Employees. Filed with this Registration Statement. Exhibit 4.D - Copy of Master Trust Agreement dated as of September 30, 1995 between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed as Exhibit 4.B to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.E - Copy of Amendment dated October 25, 1997 to Master Trust Agreement between Ford Motor Company and Fidelity Management Trust Company, as Trustee. Filed with this Registration Statement. Exhibit 4.F - Copy of Group Annuity Contract effective January 1, 1995 between John Hancock Mutual Life Insurance Company and Comerica Bank, as Trustee. Filed as Exhibit 4.E to Registration Statement No. 33-64605 and incorporated herein by reference. Exhibit 4.G - Form of Certificate of Designations designating Series C Participating Stock. Filed with this Registration Statement. Exhibit 4.H - Form of certificate for shares of Series C Participating Stock. Filed with this Registration Statement. Exhibit 4.I - Form of Deposit Agreement. Filed with this Registration Statement. Exhibit 4.J - Form of Depositary Receipt is included in Exhibit 4.I. Exhibit 5.A - Opinion of Peter Sherry, Jr., an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 5.B - Copy of Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code. Filed as Exhibit 5.B to Registration Statement No. 333-28181 and incorporated herein by reference. Exhibit 15 - Letter from Independent Certified Public Accountants regarding unaudited interim financial information. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.A - Powers of Attorney authorizing signature. Filed with this Registration Statement. Exhibit 24.B - Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed with this Registration Statement. EX-4.B 2 EXHIBIT 4.B Exhibit 4.B AMENDMENT TO SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES ------------------ INCLUSION OF AAI EMPLOYEE SERVICES, L.L.C., AND FORD GLOBAL TECHNOLOGIES, INC. - ------------------------------------------------------------------------------ Subparagraph 1 of Paragraph I, "Affiliated Corporation," shall be amended to read as follows: "Affiliated Corporation" shall mean (a) the Company, (b) any corporation not less than a majority of the voting stock of which is owned directly or indirectly by the Company and that has been approved by the Committee as an Affiliated Corporation for purposes of the Plan and (c) Ford Global Technologies, Inc., and AAI Employee Services Company, L.L.C. Subparagraph 26 of Paragraph I, "Participating Company," shall be amended to read as follows: "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 and Ford Global Technologies, Inc., and AAI Employee Services Company, L.L.C. EXCLUSION OF CERTAIN U.S. EMPLOYEES - ----------------------------------- Subparagraph 15 of Paragraph I, "Employee" shall be amended to read as follows: "Employee" shall mean each person who is employed at a salary by a Participating Company or by an Affiliated Corporation and is enrolled on the active employment rolls of such Participating Company, or of such Affiliated Corporation, maintained in the United States, including without limitation any such person who also is an officer or director of a Participating Company or of an Affiliated Corporation; provided that the term "Employee," as defined above, shall not include any International Service Employee on Effective Position in Range who is on the Company's U.S. operations active employment rolls for a limited purpose, for a period limited in advance, or for a period that is not expect to continue indefinitely. VESTING OF COMPANY MATCH FOR SALARIED CAFETERIA WORKERS - ------------------------------------------------------- Paragraph IX is amended by adding at the end thereof the following sentence: Notwithstanding the foregoing provisions of this paragraph, each member who is an employee as of December 31, 1997 and who is released to Marriott or AVI as a result of the sale of cafeteria service business to those entities shall be fully vested in his or her Company matching contributions account on the day immediately preceding the date the individual becomes employed by Marriott or AVI. -2- DISTRIBUTION OF ASSETS AT AGE 65 - -------------------------------- The last sentence of Subparagraph 1 of Paragraph XV shall be amended to read as follows, effective as of the date the Company receives a favorable determination with respect thereto: In the case of member who has terminated employment and attains age six-five (65), distribution of the value of the assets in his or her accounts that are vested shall be made no later than the 60th day after the close of the plan year in which such member attains age sixty-five (65); provided that in any such case no distribution shall commence until the member files a request for benefits. ASSOCIATES STOCK FUND - --------------------- Paragraph I is amended by adding the following subparagraphs: 37. "Associates Stock" shall mean Class A Common Stock of Associates First Capitol Corporation. 38. "Associates Stock Fund" shall mean that portion of the trust fund consisting of investments made by the Trustee in accordance with subparagraph 6 of paragraph XVIII hereof. 39. "Associates Stock Fund Units" shall mean the measure of a member's interest in the Associates Stock Fund as described in subparagraph 6 of paragraph XVIII hereof. Paragraph VII is amended by inserting after the phrase "Ford Stock Fund" the phrase ", Associates Stock Fund,". Paragraph XI shall be amended to read as follows: Investment of Dividends, Interest, Etc. Cash dividends, interest, and cash proceeds of any other distribution in respect of the Ford Stock Fund, the Associates 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, commencing with the dividend on Company stock payable in the third quarter of 1996, and commencing with the establishment of the Associate Stock Fund, all or a portion of cash dividends paid on company stock held in the Ford Stock Fund that have not been in the Plan continuously since January 1, 1989 and all of the cash dividends on the Associates Stock in the Associate Stock Fund shall be distributed in accordance with the provisions of Paragraph XV to members who have elected to invest in the Ford Stock Fund and/or Associates Stock Fund, unless such members elect not to receive such dividends. -3- Subparagraph 3 of paragraph XV shall be amended to read as follows: Dividends on Stock in the Ford Stock Fund and Associates Stock Fund. Commencing, in the case of the Ford Stock Fund, with the dividend payable for the third quarter of 1996, all or a portion of cash dividends paid on shares of Company Stock in the Ford Stock Fund that have not been in the Plan continuously since January 1, 1989, shall be distributed to members who have assets in the Ford Stock Fund and do not reject such distribution. Commencing, in the case of the Associates Stock Fund, with the first dividend after April 1, 1997, and ceasing on the date that Associates First Capital Corporation ceases to be member of a controlled group of corporations (within the meaning of section 414(b) of the Code) the includes the Company, all or a portion of cash dividends paid on shares of Associates Stock in the Associates Stock Fund shall be distributed to members who have assets invested in the Associates 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 or Associates Stock Fund, as appropriate, multiplied by the ratio of the number of Ford Stock Fund units or Associates Stock Fund Units, as appropriate, in the accounts of members who do not reject such distribution to the number of Ford Stock Fund units or Associates Stock Fund Units, as appropriate, 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 or Associates Stock Fund Units, as appropriate, in the account of such member to the total number of Ford Stock Fund units or Associates Stock Fund Units, as appropriate, in the accounts of all members who have not rejected such distribution. The Committee shall from time to time determine the manner in which members shall be provided an opportunity to reject distribution of Company Stock and Associates Stock dividends. For administrative efficiency, the Committee may require members who elect to reject a distribution of dividends or either Company Stock or Associates Stock to reject a distribution of dividends on both Company Stock and Associates Stock. Distribution of such dividends shall be made as soon as practicable after receipt of such dividends by the Trustee. Paragraph XVIII shall be amended by the addition thereto of subparagraph 6, which shall read as follows: Associates Stock Fund. Effective April 1, 1997, the Trustee shall establish and administer the Associates Stock Fund in accordance with the following: (a) Investments. For each member who elects pursuant to paragraph VII to have Contributions invested in the Associates Stock Fund or for whom a transfer is made to the Associates Stock Fund as -4- 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 Associates Stock; a small portion shall be invested in short-term investments to provide liquidity for daily activity. It is expected that about one or two percent of the Fund will be held in short-term investments, but the percentage may be higher or lower, depending upon the expected liquidity requirements of the Fund. Investments of all or a portion of Associates Stock Fund assets may be made in any common, collective or commingled fund when, in the opinion of the Trustee, such investments are consistent with the objective of the Associates Stock Fund. (b) Associate Stock Fund Units. Members shall have no ownership in any particular asset of the Associates Stock Fund. The Trustee shall be the sole owner of all Associates Stock Fund assets. Proportionate interests in the Associates Stock Fund shall be expressed in Associates Stock Fund Units. All Associates Stock Fund Units shall be of equal value and no Associates Stock Fund Unit shall have priority or preference over any other. Associates Stock Fund Units shall be credited by the Trustee to accounts of members as of each valuation date. (c) Associates Stock Fund Unit Prices. The term "Associates Stock Fund Unit Price," as used herein, shall mean the value in money of an individual Associates Stock Fund Unit expressed to the nearest cent. The Associates Stock Fund Unit Price as of April 1, 1997 was $10.00, as established by the Committee. Thereafter, the Associates Stock Fund Unit Price has been and shall be redetermined at the end of each business day that is a trading day of the New York Stock Exchange. The Associates Stock Fund Unit Price for each such business day shall be determined by dividing the net asset value of the Associate Stock Fund on such business day by the number of Associates Stock Fund Units outstanding on such business day. Associates Stock Fund Unit Prices shall be determined before giving effect to any distribution or withdrawal and before crediting contributions to members' accounts effective as of any such business day. Net asset value of the Associates Stock Fund shall be computed as follows: (i) Associates Stock shall be valued at the closing price on the New York Stock Exchange on such business day, or, if no sales were made on that date, at the closing price on the next preceding day on which sales were made. (ii) All other assets of the Associates Stock Fund, including any interest in a common, collective or commingled fund, shall be valued at the fair market value as of the close of business on the valuation date. Fair market value shall be determined by the Trustee in the reasonable exercise -5- 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, far market value shall be the unit value of such fund for a date the same as the valuation date, or as close thereto as practicable. (iii) Associates Stock Fund Units credited to Members' Accounts with respect to Tax-Efficient Savings Contributions made during any month shall be credited at the Associates Stock Fund Unit Price determined as of the close of business on the date that such contributions are received by the Trustee. Associates Stock Fund Units withdrawn or distributed shall be valued at the Associates Stock Fund Unit Price at the close of business on the day coinciding with the effective date of such withdrawal or distribution. (iv) Investment transactions, income and any expenses chargeable to the Associates Stock Fund will be accounted for on accrual basis. (d) Distribution and Withdrawal from Associates Stock Fund. The cash value of assets in the Associates Stock Fund shall be distributed to members or may be withdrawn by members only in accordance with paragraphs XIII, XIV and XV 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 Associates Stock, based on the closing price on the New York Stock Exchange on the effective date of such withdrawal or distribution. (e) Registered Name. Securities held in the Associates Stock Fund may be registered in the name of the Trustee or its nominee. AUTHORITY TO RECOGNIZE PRIOR SERVICE IN ACQUISITION OF NEW SUBSIDIARY - --------------------------------------------------------------------- The fourth paragraph of Paragraph XXVI is amended to read as follows: Except as otherwise provided in this paragraph XXVI 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 or Affiliated Corporation (by purchase, merger, or otherwise) of all or part of the assets of another business -6- organization and in the event of the employment by a Participating Company or Affiliated Corporation of all or a substantial number of individuals employed in the operations of an employer that is not a Participating Company or Affiliated Corporation; provided that such prior service may also be provided for in instruments created by duly authorized officers or agents of the company in connection with transactions whereby individuals become employees of a Participating Company or Affiliated 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. The above amendments shall be effective as of January 1, 1997, or such earlier date as is provided therein or in any amendment authorizing same. EX-4.C 3 EXHIBIT 4.C Exhibit 4.C AMENDMENT TO SAVINGS AND STOCK INVESTMENT PLAN FOR SALARIED EMPLOYEES ------------------ The following Paragraphs and Subparagraphs of the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees ("SSIP") are hereby amended in their entireties to read as follows effective as of the date the Board of Directors of the Company declares a dividend on common stock and Class B Stock of the Company payable in shares of Class A Common Stock of Associates First Capital Corporation. Paragraph I, Subparagraph 12 "Company Stock" shall mean common stock of the Company; provided, however, that during the Participating Stock Investment Period, such term shall include, to the extent directed by the Secretary or Vice President and Treasurer of the Company, Participating Stock. Paragraph I, Subparagraph 13 "Current market value" shall mean, with reference to Company Stock that is common stock, the closing market price on the New York Stock Exchange on the day in question or, if no sales were made on that date, the closing market price on the next preceding day on which sales were made. With reference to Participating Stock, the term "current market value" shall mean the value, as of the close of trading on the New York Stock Exchange on the date in question, as determined in accordance with procedures determined by the Company based on the advice of an independent party designated by the Secretary or Vice President and Treasurer of the Company. Paragraph I, Subparagraph 40 "The Associates" shall mean Associates First Capital Corporation. Paragraph I, Subparagraph 41 "Participating Stock" shall mean either Series C Participating Stock of the Company or depositary shares representing a fractional interest in such stock. Paragraph I, Subparagraph 42 "Participating Stock Investment Period" shall mean the period during which the Ford Stock Fund holds Participating Stock pursuant to directions to the Trustee from the Secretary or Vice President and Treasurer of the Company, which period shall commence by the second business day preceding the record date with respect to a dividend on common and Class B Stock of the Company in shares of Associates -2- Stock and shall end on the date the Ford Stock Fund no longer holds Participating Stock, whether pursuant to conversion of such stock by its own terms or pursuant to conversion upon direction from the Secretary or Vice President and Treasurer of the Company, which period shall not exceed fourteen (14) days. Paragraph I, Subparagraph 43 "Restricted Period" shall mean the period commencing immediately following the public announcement by the Company of a decision by the Board of Directors of the Company to declare a dividend on Company Stock that is common stock in shares of Associates Stock (but not before 7:00 am Eastern time on the day of such announcement, except that such period may begin as of such earlier time as the Company has reason to believe that information regarding the timing of same has become public knowledge prior to a public announcement by the Company) and ending at 4:00 pm Eastern time on the second business day immediately following the record date for such dividend or as soon as reasonably practicable thereafter (as determined by the Secretary or Vice President and Treasurer of the Company). Paragraph I, Subparagraph 44 "Reinvestment Period" shall mean the period beginning with the payment of a Special Cash Dividend and extending throughout such period as is necessary to allow such cash dividend to be reinvested in Company Stock in accordance with subparagraph 1 of Paragraph XVIII and consistent with directions from the Company, which directions may be given by the Secretary or Vice President and Treasurer of the Company. Paragraph I, Subparagraph 45 "Special Cash Dividend" shall mean a special cash dividend in lieu of a dividend in Associates Stock payable on Participating Stock held in the Ford Stock Fund. Paragraph VII Member's Election As to Investment of Funds. A member's regular savings contributions and tax-efficient savings contributions each shall be invested as the member shall elect with respect to each in one or more of the Ford Stock Fund, the Associates Stock Fund (until, but not after the beginning of the Restricted Period), 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 -3- 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 notice of election to participate or Salary Reduction agreement. Each investment election hereunder shall remain in effect until changed by the member, and may be changed effective for any pay period in respect of regular savings contributions or tax-efficient savings contributions made after delivering a notice in such form and in such manner and at such time as the Committee shall specify. Profit sharing distributions and FCA Dollars and Bonus Flexdollars from the Flexible Benefits Plan that members elect to have contributed to the Plan shall be invested in accordance with a member's election in effect with respect to tax-efficient savings contributions 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 tax-efficient savings contributions, in accordance with the member's latest tax-efficient savings election or, in the absence of any such election, in the Interest Income Fund. Company matching contributions shall be invested in the Ford Stock Fund. Notwithstanding the foregoing provisions of this Paragraph VII, during and at any time following the Restricted Period, members shall not be allowed to invest additional contributions of any type in the Associates Stock Fund, and elections to invest in the Associates Stock Fund shall be deemed elections to invest in the Ford Stock Fund. Further, beginning with the Restricted Period, members' rights to change investment elections for future contributions under this Paragraph VII shall be temporarily suspended whenever and to the extent administratively required to obtain and implement member elections with respect to a Special Cash Dividend and to process and allocate such a Special Cash Dividend to members' accounts. Paragraph VIII Transfer of Assets to Other Investment Elections. Except as is provided in subparagraph (e) of this Paragraph VIII, 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 regular savings account, tax-efficient savings account or matching contributions account transferred by being invested in such other of the ways in which a member's regular savings contributions or tax-efficient savings contributions may be invested; provided, however, that: -4- 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 or more such transfer elections with respect to his or her regular savings account, one or more such transfer elections with respect to his or her tax-efficient savings account, and one or more such transfer elections with respect to his or her matching contributions account during 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 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, 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; and e) a member shall not be allowed to have the value of any assets invested in any investment election under the Plan transferred to the Ford Stock Fund during the Restricted Period; provided that, except as is provided in the immediately following sentence, a member may during the Restricted Period transfer all or a portion of the value of the member's investment in the Ford Stock Fund to other investment elections allowed under the Plan. During the period beginning with the close of the New York Stock Exchange on the last business day preceding the record date for a Special Cash Dividend and extending through 8:30 am Eastern time of the day immediately following such record date or, if such record date is not a day on which the New York Stock Exchange is open, 8:30 am Eastern time of the day immediately following the next day on which the New York Stock Exchange is open, members shall not be allowed to have the value of any assets transferred into or out of the Ford Stock Fund, and all other transactions, including loans and withdrawals, involving the Ford Stock Fund shall also be suspended. In addition, for such time as is required administratively to implement member elections with respect to a Special Cash Dividend, the rights of members to transfer assets between investment elections otherwise permitted under this Paragraph VIII may be limited or suspended. Further, during the Reinvestment Period the Trustee shall, upon written directions from the Secretary or Vice President and Treasurer of the Company or such party's delegate, at any time and from time to time limit -5- transfers from other investment elections to the Ford Stock Fund if such parties determine that it is necessary to limit such transfers to effect the investment of the Special Cash Dividend in Company Stock as provided in subparagraph 1(a) of Paragraph XVIII. In addition, during and at any time following the Restricted Period, members shall not be allowed to invest any additional assets in the Associates Stock Fund. Paragraph XI Investment of Dividends, Interest, Etc. Except as is provided in the following sentences of this Paragraph XI and Paragraph XV (with respect to a Special Cash Dividend), cash dividends, interest, and cash proceeds of any other distribution in respect of the Ford Stock Fund, the Associates 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, commencing with the dividend on Company Stock payable in the third quarter of 1996, and commencing with the establishment of the Associates Stock Fund (and ceasing on the date The Associates ceases to be a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes the Company), all or a portion of cash dividends paid on Company Stock held in the Ford Stock Fund that have not been in the Plan continuously since January 1, 1989 and all of the cash dividends on the Associates Stock in the Associates Stock Fund shall be distributed in accordance with the provisions of Paragraph XV to members who have elected to invest in the Ford Stock Fund and/or Associates Stock Fund, unless such members elect not to receive such dividends. Cash dividends on Company Stock in the Ford Stock Fund that are not attributable to a Special Cash Dividend and that are not distributed to members shall be invested on behalf of the members entitled thereto in the Ford Stock Fund through the purchase of additional Ford Stock Fund Units. Until March 3, 1998, cash dividends on Associates Stock in the Associates Stock Fund that are not distributed to members shall be invested on behalf of the members entitled thereto in the Associates Stock Fund through the purchase of additional Associates Stock Fund Units. Cash dividends paid on Associates Stock in the Associates Stock Fund after March 2, 1998, shall be invested on behalf of members who have investments in the Associates Stock Fund in the Ford Stock Fund through the purchase of additional Ford Stock Fund Units. That portion of a Special Cash Dividend that is attributable to a member's investment in the Ford Stock Fund and that is not distributed to a member shall be invested on behalf of such member in the same funds in which such member's assets are invested and in the same proportions as such assets are invested at the close of the New York Stock Exchange on the day immediately preceding the record date for such Special Cash Dividend, with investment in the Ford Stock Fund being accomplished through the purchase of additional Ford Stock Fund Units, except that any investments in the Associates Stock Fund shall be treated, for this purpose, as an investment in the Ford Stock Fund, and any investment in the 1995 Income Fund shall be treated, for this purpose, as an investment in the Interest Income Fund, unless such member shall have made a different election pursuant to a special election applicable to the Special Cash Dividend, which special election shall be communicated to members in writing and offered to members prior to the payment of the Special Cash Dividend. For purposes of the immediately preceding -6- sentence, such special election shall not permit a member to elect to have his or her portion of the Special Cash Dividend invested in the Associates Stock Fund or the 1995 Income Fund. Paragraph XV (Subparagraph 3, only) Cash Dividends on Stock in the Ford Stock Fund and Associates Stock Fund. Except in the case of a Special Cash Dividend, commencing, in the case of the Ford Stock Fund, with the dividend payable for the third quarter of 1996, all or a portion of cash dividends paid on shares of Company Stock in the Ford Stock Fund that have not been in the Plan continuously since January 1, 1989, shall be distributed proportionately to members who have assets in the Ford Stock Fund on the dividend record date and do not reject such distribution. Commencing, in the case of the Associates Stock Fund, with the first dividend after April 1, 1997, and ceasing on the date that The Associates ceases to be a member of a controlled group of corporations (within the meaning of section 414(b) of the Code) that includes the Company, all or a portion of cash dividends paid on shares of Associates Stock in the Associates Stock Fund shall be distributed proportionately to members who have assets invested in the Associates Stock Fund on the dividend record date and do not reject such distribution. Except in the case of a Special Cash Dividend, the amount of such cash dividends that shall be distributed to members who do not reject distribution shall equal the lesser of (i) the total of such cash dividends, or (ii) the total amount of cash dividends paid on all shares held in the Ford Stock Fund or Associates Stock Fund, as appropriate, multiplied by the ratio of the number of Ford Stock Fund Units or Associates Stock Fund Units, as appropriate, in the accounts of members who do not reject such distribution or to the number of Ford Stock Fund Units or Associates Stock Fund Units, as appropriate, in the accounts of all members, such determination to be made as of the dividend record date. The amount of such cash dividends that shall be distributed to each member who has not rejected such distribution shall be equal to the total amount of cash dividends to be distributed multiplied by the ratio of the number of Ford Stock Fund Units or Associates Stock Fund Units, as appropriate, in the account of such member to the total number of Ford Stock Fund Units or Associates Stock Fund Units, as appropriate, in the accounts of all members who have not rejected such distribution, all determined as of the close of the New York Stock Exchange on the record date for the dividend. With respect to a Special Cash Dividend, each member shall receive a distribution of the portion, if any, of such dividend allocable to the member's account, based on the member's proportionate interest in the Ford Stock Fund, that the member has elected be distributed, with both a member's proportionate interest in the Ford Stock Fund and the portion of the Special Cash Dividend to be distributed to the member to be determined as of the close of the New York Stock Exchange on the record date for the Special Cash Dividend. The Company, through the Secretary or Vice President and Treasurer, shall determine the time during which and the manner in which members may elect to receive a distribution of all or a portion of a Special Cash Dividend and, with respect to other cash dividends, shall from time to time determine the times during which and the manner in which members shall be provided an opportunity to reject distribution of cash dividends on Company Stock and Associates Stock or to change a prior election with respect to distribution. For administrative -7- efficiency, the Committee may require members who elect to reject a distribution of cash dividends on either Company Stock or Associates Stock to reject a distribution of cash dividends on both Company Stock and Associates Stock. Distribution of such dividends shall be made as soon as practicable after receipt of such dividends by the Trustee. Paragraph XVIII (Subparagraph 1) 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 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. Except as is provided below in this subparagraph, investments shall be made primarily in shares of Company Stock that is common stock; a small portion shall be invested in cash or cash equivalent or other short-term investments to provide liquidity for daily activity. The Secretary or Vice President and Treasurer of the Company shall direct the Trustee to invest such portion of the Ford Stock Fund that is not to be held in cash or cash equivalent or other short-term investments in Participating Stock during the Participating Stock Investment Period. Investment in Participating Stock required to initiate the Participating Stock Investment Period shall be accomplished by direct exchange with the Company of shares of Company Stock that is common stock for shares of Participating Stock at an exchange rate that constitutes adequate consideration within the meaning Section 3(18) of ERISA. The Secretary or Vice President and Treasurer of the Company may also during the Participating Stock Investment Period direct the Trustee to invest some or all of the cash or cash equivalent or other short-term investments in the Ford Stock Fund in Company Stock that is common stock and to exchange such common stock for Participating Stock directly with the Company at an exchange rate that constitutes adequate consideration within the meaning of Section 3(18) of ERISA. During the Participating Stock Investment Period, the Trustee may convert shares of Participating Stock into shares of Company Stock that is common stock to the extent necessary to permit members to transfer amounts out of the Ford -8- Stock Fund into other investment elections under the Plan, as provided in Paragraph VIII, and to effect distributions. It is expected that, except (i) at such times as the Ford Stock Fund is invested in Participating Stock and (ii) during the Reinvestment Period, about one to two percent of the total assets in the Fund will be held in cash or cash equivalent or other short-term investments, but the percentage may be higher or lower, depending upon the expected liquidity requirements of the Fund. The Secretary or Vice President and Treasurer of the Company may establish different percentages at such times as the Ford Stock Fund is to any extent invested in Participating Stock. During the Reinvestment Period, the Ford Stock Fund may hold in cash or cash equivalent or other short-term investments such portion of the Special Cash Dividend that as of any given time cannot be invested in Company Stock in an orderly fashion. Notwithstanding the immediately preceding sentence, the Trustee shall, pursuant to directions from the Secretary or Vice President and Treasurer of the Company, invest cash attributable to the Special Cash Dividend in Company Stock and thereafter shall invest the Ford Stock Fund in accordance with the third sentence immediately above. The determination that any exchange, purchase or transaction that the provisions of this subparagraph 1 of paragraph XVIII or paragraph XXII require be for adequate consideration (within the meaning of Section 3(18) of ERISA) is in fact for adequate consideration shall be made by the Company acting through either its Secretary or its Vice President and Treasurer, who may rely on the report of an appraiser who is independent of all parties to any such transaction (other than the plan). For this purpose, the Company shall be a fiduciary of the Plan and shall act through its Secretary or Vice President and Treasurer, whichever party makes such determination. 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 -9- 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 as of the close of the New York Stock Exchange on each business day that is a trading day of the New York Stock Exchange. The Ford Stock Fund Unit Price for each such business day shall be determined by dividing the net asset value of the Ford Stock Fund on such business day by the number of Ford Stock Fund Units outstanding on such business day. Ford Stock Fund Unit Prices shall be determined before giving effect to any distribution or withdrawal and before crediting contributions to 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. Notwithstanding the foregoing, the value of Participating Stock, if such stock is not publicly and actively traded on a recognized securities market, shall be determined as of the close of the New York Stock Exchange on each day that is a trading day of the New York Stock Exchange in accordance with procedures determined by the Company. (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. -10- (iv) Except as is otherwise provided in directions from the Company, or dictated by the Trustees' trust accounting conventions, investment transactions, income and any expenses chargeable to the Ford Stock Fund will be accounted for on an accrual basis. (d) Distribution and Withdrawal from Ford Stock Fund. The cash value of assets in the Ford Stock Fund shall be distributed to members or may be withdrawn by members only in accordance with paragraphs XIII, XIV, and XV 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 that is common stock, based on the current market value thereof on the effective date of such withdrawal or distribution. (e) Registered Name. Securities held in the Ford Stock Fund may be registered in the name of the Trustee or its nominee. (f) No Commission. No commission shall be charged to the Plan or any trust under the Plan in connection with any acquisition by the Plan of Company Stock from the Company, whether by cash purchase, exchange, conversion or otherwise. Paragraph XVIII (paragraph (f) of Subparagraph 6) (f) The Associates Stock Fund shall cease to operate and shall cease to be an investment election under the Plan at the close of the New York Stock Exchange on December 31, 1999, and all assets remaining in the Associates Stock Fund as of the close of the Exchange on such day shall be transferred to and converted into investments in the Ford Stock Fund as soon thereafter as is practicable. The Trustee, upon written directions from the Secretary or Vice President and Treasurer of the Company, shall convert the assets in the Associates Stock Fund into cash or cash equivalent or other short-term investments in an orderly manner, in anticipation of such transfer to the Ford Stock Fund. Paragraph XXII Acquisition of Securities by the Trustee. Employee regular savings contributions, tax-efficient contributions and Company matching contributions -11- 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 acquired 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. Except as hereinafter provided, any share so acquired from the Company may be either treasury stock or newly-issued stock, and, except as is provided in the immediately following sentence, shall be purchased at a price per share equal to the current market value on the date of purchase. During the Participating Stock Investment Period, the Trustee shall acquire shares of Participating Stock from the Company by exchange of shares of Company Stock that is common stock acquired by the Trustee with contributions and earnings or otherwise held by the Trustee under the Plan for shares of Participating Stock, any such exchange or purchase to be for adequate consideration within the meaning of Section 3(18) of ERISA and to comply with the requirements of the fourth paragraph of subparagraph 1(a) of Paragraph XVIII. 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, other than Participating 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 XXIV 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. Paragraph XXVI (first paragraph) 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 or manage the operation and administration of the Plan. The Secretary and Vice President and Treasurer of the Company are named in subparagraphs 12, 13, 42, 43 and 44 of Paragraph 1, subparagraph (e) of Paragraph VIII, paragraphs (a), (c) and (d) of subparagraph 1 of Paragraph XVIII, paragraph (f) of subparagraph 6 of Paragraph XVIII, and Paragraph XXII and in connection with the acquisition, conversion and valuation of Participating Stock. Such parties shall act in connection with such matters as agents of the Company in its capacity as named fiduciary of the Plan. Whenever, in connection with such matters, the Secretary -12- or Vice President and Treasurer deem it appropriate to give directions or provide valuations of Participating Stock that are not otherwise expressly required by the above provisions of the Plan, the Secretary and Vice President and Treasurer of the Company are authorized to give such directions and provide such valuations on behalf of the Company. EX-4.E 4 MASTER TRUST Exhibit 4.E MASTER TRUST AGREEMENT Between _________________________________________________________________ FORD MOTOR COMPANY And FIDELITY MANAGEMENT TRUST COMPANY _________________________________________________________________ FORD DEFINED CONTRIBUTION PLANS MASTER TRUST Dated as of September 30, 1995 and Amended and Restated as of October 25, 1997 TABLE OF CONTENTS Section Page - ------- ---- 1 Definitions...................................................... 2 2 Trust............................................................ 5 (a) Establishment of Trust (b) Trust Property 3 Exclusive Benefit and Reversion of Company Contributions......... 5 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) Associates Stock Fund (5) Confidentiality of Member Records Relating to Employer Stock Funds (6) Loans to Participants (7) Commingled Pools (8) Separately Managed Portfolios (9) Investment Contracts (c) Master Trustee Powers (d) Investment Authority 5 Participant Directions............................................ 20 (a) Investments (b) Disbursements 6 Recordkeeping and Administrative Services to Be Performed......... 21 (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......................................... 22 8 Directions and Indemnification.................................... 23 (a) Directions from Company or Administrator (b) Conduct (c) Co-Fiduciary Liability (d) Responsibility (e) Survival 9 Resignation or Removal of Master Trustee ......................... 24 (a) Resignation (b) Removal -i- TABLE OF CONTENTS (Continued) Section Page - ------- ---- 10 Successor Master Trustee......................................... 24 (a) Appointment (b) Acceptance (c) Corporate Action 11 Termination...................................................... 25 12 Resignation, Removal, and Termination Notices.................... 25 13 Duration......................................................... 25 14 Amendment or Modification........................................ 25 15 General.......................................................... 26 (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........................................ ........... 26 (a) Massachusetts Law Controls (b) Which Agreement Controls 17 Plan Qualification............................................... 27 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 Guidelines G. Investment Guidelines for Interest Income Fund H. Operational Guidelines for the Ford Motor Company Savings Plan Common Stock and Bond Funds I. Flexible Dividend Operating Procedures -ii- TRUST AGREEMENT, originally dated as of the 30th day of September, 1995, and amended and restated as of October 25, 1997, between FORD MOTOR COMPANY, a Michigan corporation, having an office at 15041 Commerce Drive South, Dearborn, Michigan 48121 (the "Company"), and FIDELITY MANAGEMENT TRUST COMPANY (FMTC), 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 Jaguar USA Plan merged with and into the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees on January 1, 1997; and WHEREAS, the USL Capital Corporation Retirement Plan merged with and into the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees on March 3, 1997; and WHEREAS, the Hourly division of the AAI Services, Inc. Plan merged with and into the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees on August 1, 1997; 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: 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) "Associates" shall mean the Associates First Capital Corporation. (d) "Associates Stock" shall mean the publicly-traded Class A common stock of the Associates which meets the requirements of Section 407(d)(5) of ERISA with respect to the Plans. (e) "Associates Stock Fund" shall mean the investment option in which investments of Associates Stock are made. (f) "Code" shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time. (g) "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. (h) "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. -2- (i) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time. (j) "ESOP Trustee" shall mean Comerica Bank or such successor trustee for unallocated shares of Ford Stock under the ESOP, as appointed by Ford Motor Company. (k) "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. (l) "FBSI" shall mean Fidelity Brokerage Services, Inc., an affiliate of the Trustee. (m) "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". (n) "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. (o) "Ford Stock Fund" shall mean the investment option in which investments of Ford Stock are made. (p) "GICs" shall mean guaranteed investment contracts. (q) "Grandfathered ESOP Shares" shall mean the shares in the ESOP as of August 1, 1989 or such lower amount of shares, if the number of shares ever drops below the number of shares as of August 1, 1989. (r) "Group Trust" shall mean The Fidelity Group Trust for Employee Benefit Plans, a group trust maintained by the Trustee for qualified plans. (s) "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 and who has acknowledged in writing that they are a fiduciary under the Plan. (t) "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. -3- (u) "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. (v) "Named Fiduciary" shall mean the Ford Motor Company. (w) "NAV" shall mean the net asset value of a single unit or share held by a Participant in any investment option. (x) "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". (y) "Participant" shall mean, with respect to the Plans, any employee, former employee, or alternate Payee with respect to a Qualified Domestic Relations Order (QDRO) 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. (z) "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. (aa) "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. (bb) "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. -4- 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 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 Fund, (v) Associates Stock Fund, (vi) Notes evidencing loans to Participants in accordance with the terms of the Plans, (vii) Existing GICs, and (viii) 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. -5- (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 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. -6- (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 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 I "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. 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 on shares in excess of the Grandfathered ESOP shares and received by the Ford Stock Fund shall, according to direction from Participants or the Named Fiduciary, either be: a) paid to the Participant in cash; or b) retained by the Trustee in the Ford Stock Fund and used to allocate additional units of such fund to the accounts of Participants who have elected to have dividends reinvested. -7- Notwithstanding the foregoing paragraph, no Participant shall be entitled to elect a cash dividend unless the dividends attributable to such Participant with respect to the Ford stock Fund exceeds $10.00 for any given dividend payment. In the event dividends attributable to any Participant are $10.00 or less, the dividends shall be reinvested in the Ford Stock Fund as if the Participant had so elected. In the absence of valid Participant or Named Fiduciary direction to the contrary, the Named Fiduciary hereby directs the Trustee to pay out the dividend to the Participant in cash. The Trustee shall pay or reinvest dividends according to the direction of Participants or the Named Fiduciary direction in accordance with the Flexible Dividend Operating Procedures attached hereto as Schedule "I". All cash dividends shall be paid net of any required withholding. The Trustee shall withhold and remit taxes, and file information returns with the Internal Revenue Service (Forms 1099-DIV) with respect to cash dividends in accordance with information supplied by Participants or the Company or as otherwise required by I.R.C Section 3406. The Master Trustee shall pay to Participants in accordance with their elections amounts paid to it by the Company as cash dividends for Participants. The Company shall indemnify and hold harmless the Trustee and its affiliates from any loss, claim or damage (including reasonable attorneys' fees and expenses) arising in connection with the Master Trustee's payment or failure to pay such amounts and any other matters related to the operation of the flexible dividend program not attributable to the negligence of the Trustee. 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. -8- 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. Except as may otherwise be permitted under Section 404(c) of ERISA, 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, as necessary to maintain the target cash percentage and drift allowance for the Stock Fund, provided that: (1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or (2) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase such shares as soon as possible thereafter. The Trustee may follow directions from the Company to deviate from the above purchase and sale procedures provided that such direction is made in writing by the Company. If directed by the Company prior to the trade date, 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 Ford Stock Fund units by participants shall be made in accordance with the Telephone Exchange Guidelines attached hereto as Schedule "F". -9- (B) It is intended that with respect to the purchase of Ford Stock in the market, FMTC will qualify as an "agent independent of the issuer" within the meaning of Rule 10b-18 under the Securities Exchange Act of 1934 as amended. Accordingly, neither the Administrator or any affiliate of the Administrator, may exercise any direct or indirect control or influence over the time when or the prices at which FMTC purchases shares of Ford Stock in the market under the Plan, the amounts to be purchased, the manner in which the shares are to be purchased, or the selection of a broker or dealer through which purchases are executed. Purchases and sales of Ford Stock (other than for exchanges) shall be made by FMTC when FMTC receives from the Administrator in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, when FMTC has received a wire transfer of the funds necessary to make such purchases). (iv) 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 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. (v) 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 -10- 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. 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. (vi) General. With respect to all rights other than the right to vote, in the case of Ford Stock attributable to a Participant's interest in the Ford Stock Fund, the Trustee shall follow the directions of the Participant. (vii) 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) Associates Stock Fund. Master Trust investments in Associates Stock shall be made via the Associates Stock Fund. While investments in the Associates Stock Fund shall consist primarily of shares of Associates Class A Stock, in order to satisfy daily participant requests for transfers and payments, the Associates 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 I "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. Each participant's proportional interest in the Associates Stock Fund shall be measured in units of participation, rather than shares of Associates Stock. Such units shall represent a proportionate interest in all of the assets of the Associates Stock Fund, which includes shares of Associates Stock, short-term, liquid investments and at times, receivables for dividends , interest or Associates Stock sold and payables for Associates Stock purchased. Each day, the Master Trustee shall determine a NAV for each unit outstanding of the Associates Stock Fund. The NAV will fluctuate daily and shall be adjusted by dividends paid on the shares of Associates Stock held by the Associates Stock Fund, gains or losses realized on sales of Associates Stock, appreciation or depreciation in the market price of shares owned, and interest on the short-term investments held by the Associates Stock Fund. -11- Dividends received by the Associates Stock Fund shall, according to direction from Participants or the Named Fiduciary, either be: a) paid to the Participants in cash; or b) retained by the Trustee in the Associates Stock Fund and used to allocate additional units of such fund to the accounts of Participants who have elected to have dividends reinvested. Notwithstanding the foregoing paragraph, no Participant shall be entitled to elect a cash dividend unless the dividends attributable to such Participant with respect to the Associates Stock Fund exceeds $10.00 for any given dividend payment. In the event dividends attributable to any Participant are $10.00 or less, the dividends shall be reinvested in the Associates Stock Fund as if the Participant had so elected. In the absence of valid Participant or Named Fiduciary direction to the contrary, the Named Fiduciary hereby directs the Trustee to pay out the dividend to the Participant in cash. The Trustee shall pay or reinvest dividends according to the direction of Participants or the Named Fiduciary direction in accordance with the Flexible Dividend Operating Procedures attached hereto as Schedule "I". All cash dividend shall be paid net of any required withholding. The Trustee shall withhold and remit taxes, and file information returns with the Internal Revenue Service (Forms 1099-DIV) with respect to cash dividends in accordance with information supplied by Participants or the Company or as otherwise required by I.R.C Section 3406. The Master Trustee shall pay to Participants in accordance with their elections amounts paid to it by the Company as cash dividends for Participants. The Company shall indemnify and hold harmless the Trustee and its affiliates from any loss, claim or damage (including reasonable attorneys' fees and expenses) arising in connection with the Master Trustee's payment or failure to pay such amounts and any other matters related to the operation of the flexible dividend program not attributable to the negligence of the Trustee. Investments in Associates 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 Associates Stock to the extent necessary to comply with investment directions under Section 4(b)(3) of this Agreement. -12- (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 Associates 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 Associates 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 Associates 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 Associates Stock. (iii) Execution of Purchases and Sales. (A) Purchases and sales of Associates Stock shall be made on the open market, as necessary to maintain the target cash percentage and drift allowance for the Stock Fund, provided that: (1) If the Trustee is unable to purchase or sell the tota number of shares required to be purchased or sold on such day as a result of market conditions; or (2) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day, then the Trustee shall purchase such shares as soon as possible thereafter. The Trustee may follow directions from the Company to deviate from the above purchase and sale procedures provided that such direction is made in writing by the Company. If directed by the Company prior to the trade date, purchases from the Company and or the Associates shall be transacted at a price to be mutually agreed upon, and no commission fees shall be charged to the Associates Stock Fund for such trades. Exchanges of Associates Stock Fund units by participants shall be made in accordance with the Telephone Exchange Guidelines attached hereto as Schedule "F". (B) It is intended that with respect to the purchase of Associates Stock in the market, FMTC will qualify as an "agent independent of the issuer" within the meaning of Rule 10b-18 under the Securities Exchange Act of 1934 as amended. Accordingly, neither the Administrator or any affiliate of the Administrator, may exercise any direct or indirect control or influence over the time when or the prices at which FMTC purchases shares of Associates Stock in the market under the Plan, the amounts to be purchased, the manner in which the shares are to be purchased, or the selection of a broker or dealer through which purchases are executed. Purchases and sales of Associates Stock (other than for exchanges) shall be made by FMTC when FMTC receives from the Administrator in good order all information and documentation necessary to accurately effect such purchases and sales (or, in the case of purchases, when FMTC has received a wire transfer of the funds necessary to make such purchases). -13- (iv) 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 Associates 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 requirement to stop purchases or sales of Associates Stock pending the filing of any report. The Master Trustee shall provide to the Company such information on the Master Trust's ownership of Associates Stock as the Company may reasonably request in order to comply with Federal or state securities laws. (v) Voting. Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting of Associates 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 Associates Stock. (a) When the Associates prepares for any annual meeting, the Company shall cause the Associates to 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 Associates 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 Associates Stock attributable to the Participant's interest in the Associates 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 Associates Stock attributable to the Participant's interest in the Associates Stock Fund. Directions from a Participant to the Master Trustee concerning the voting of Associates Stock shall be communicated in writing, or by mailgram or similar means as determined by the Master Trustee. Upon its receipt of the directions, the Master Trustee shall vote the shares of Associates Stock as directed by the Participant. The Master Trustee shall vote shares of Associates 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. -14- (vi) General. With respect to all rights other than the right to vote, in the case of Associates Stock attributable to a Participant's interest in the Associates Stock Fund, the Trustee shall follow the directions of the Participant. (vii) Conversion. All provisions in this Section 4(b)(3) shall also apply to any securities received as a result of a conversion of Associates Stock. (5) Confidentiality of Member Records Relating to Employer Stock Funds. The Master Trustee agrees that it shall maintain as confidential all information concerning a Member's investments in the Ford Stock Fund and Associates Stock Fund, exchanges in or out of the Ford Stock Fund and Associates Stock Fund, and the voting of Ford Stock and Associates Stock represented by Members' proportionate interests in the Ford Stock Fund and Associates Stock Fund and shall not disclose such information to any party other than Members entitled to information regarding their investments in such funds except upon written instructions from the Committee. Notwithstanding the foregoing, it shall not be necessary for the Committee to provide written instructions to the Trustee for information regarding Members' investment in and exchanges in or out of said funds when such information is necessary to administer claims for benefits and process appeals concerning Members' investment in and exchanges in or out of said funds, and the Trustee may rely on the Committee's oral requests for such information. (6) 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. -15- (ii) Principal and interest payments on participant 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. (7) 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 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. -16- (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. (8) 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 in writing 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 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. -17- 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. (9) 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. (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. -18- (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 in such a transaction 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 incorporated 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. (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 invest all of any part of the assets of the Trust in any collective investment trust or group trust which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Internal Revenue Code ("Code"), or any comparable provisions of any future legislation that amends, supplements, or supersedes those section, provided that such collective investment trust or group trust is exempt from tax under the code or regulations or rulings issued by the Internal Revenue Service: the provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement. (viii)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 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. -20- (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 accountability to anyone with respect to the propriety of its acts or transactions shown in such account, except with respect to such acts or transactions as to which the Company shall within such eight (8) month period file with the 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 statement of each Participant's accounts as of the resignation, 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. -21- (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 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. -22- 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 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 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 will be defended by the Company and the Company will be responsible for any expenses or liability therefor; and claims arising from the administration and operation of this agreement will be defended by the Master Trustee and the Master Trustee will be responsible for any expenses or liability therefor. In any event, each will give notice to the other of any controversy and each will cooperate with the other to resolve such controversy. -23- (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 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. -24- (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. Glen Anderson, Director of the National Employee Services Center , 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. -25- 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. -26- (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 Plan are held in the Master Trust, the Plan (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 Plan, 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: /s/Terry Scott By /s/Glen A. Andersen ------------------- ------------------------------- FIDELITY MANAGEMENT TRUST COMPANY Attest:/s/Douglas O. Kent By /s/John Benedetto ------------------- -------------------------------- Assistant Clerk Vice President -27- Schedule "A" RECORDKEEPING AND ADMINISTRATIVE SERVICES Administration - -------------- * Establishment and maintenance of participant account and election percentages. * Maintenance of sixty-three (62) plan investment options: "Core" Investment Options (11) - ------------------------------ 1. Ford Motor Company Unitized Stock Fund 2. Class year Contract 1995 3. Interest Income Fund 4. Common Stock Fund (Comerica Commingled Pools) 5. Bond Fund (Wells Fargo Commingled Pool) 6. Fidelity Magellan Fund 7. Fidelity Contrafund 8. Fidelity Overseas Fund 9. Fidelity Asset Manager: Income 10. Fidelity Asset Manager 11. Fidelity Asset Manager: Growth
"Non Core" Investment Options (51) - ---------------------------------- 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 51. Associates Stock Fund
* Maintenance of nine (9) money classifications: - Tax Efficient Matched - Tax Efficient Unmatched - Regular Savings Matched - Regular Savings Unmatched - Match on Tax Efficient -28- - 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: o Provide mutual fund investment information. o Allow participants to establish a new Personal Identification Number (PIN) on Fidelity's VRS. o 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. o Maintain plan specific provisions. o Process exchanges between all investment options (except class year GICs) on a daily basis. o Maintain and process changes to participants' investment elections on a daily basis. o Maintain and process changes to participants' payroll/spillover elections on a daily basis. o Consult with participants in various loan scenarios and generate all documentation. o Process all participant loan and withdrawal requests according to plan provisions on a daily basis. GIC withdrawals will be processed weekly. o Process in-service withdrawals via telephone due to certain circumstances previously approved by Ford Motor Company. o 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. 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. -29- 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 within approximately twenty (20) days following the end of each month in the absence of unusual circumstances. -30- 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 o 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. -31- Schedule "B" FEE SCHEDULE ------------
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 and Associates 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.
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. -32- * 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. Associates Stock Administration Fee: 0.10% on the market value of Associates stock assets, subject to a $20,000 minimum and a $50,000 maximum per year.
The fees detailed above are fixed for a five year period (October 1, 1995 through September 30, 2000) with the following exceptions: o If more than 5% of plan assets are invested in non-core, non-Fidelity investment options, Fidelity will revisit the fee structure with Ford. o 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 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 -33- based on the use of up to 63 investment options, and such fees will be subject to revision if additional investment options are added. -34- 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 (11) - ------------------------------ 1. Ford Motor Company Unitized Stock Fund 2. Class year Contract 1995 3. Interest Income Fund 4. Common Stock Fund (Comerica Commingled Pools) 5. Bond Fund (Wells Fargo Commingled Pool) 6. Fidelity Magellan Fund 7. Fidelity Contrafund 8. Fidelity Overseas Fund 9. Fidelity Asset Manager: Income 10. Fidelity Asset Manager 11. Fidelity Asset Manager: Growth
"Non Core" Investment Options (51) - ---------------------------------- 1. Fidelity U.S. Investments - Government 26. Scudder International Fund Securities Fund, L.P. 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 46. Vanguard Explorer Fund 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 3. Associates Stock Fund
-35- Schedule "D" [Law Firm Letterhead] Ms. Carolyn Redden Fidelity Institutional Retirement Services Company 82 Devonshire Street, MM3H 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 favorable determination letter, but we do not expect any of these modifications to be material. The Company has informed us that it will make these modifications. Based on the foregoing statements of the Company and our review of the provisions of the Plans, it is our opinion that the Internal Revenue Service will issue a favorable determination letter as to the qualified status of the Plans, as modified at the request of the Internal Revenue Service, under section 401(a) of the Code, subject to the customary condition that continued qualification of the Plans, as modified, will depend on its effect in operation. Furthermore, in that the assets are in part invested in common stock issued by the Company or an affiliate, it is our opinion that the Plans is an "eligible individual account plan" (as defined under Section 407(d)(3) of ERISA) and that the shares of common stock of the Company held and to be purchased under the Plans are "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] -36- Schedule "E" EXISTING GICs In accordance with Section 4(b), the Named Fiduciary hereby directs the Trustee to continue to hold the following Existing GIC until such time as the Named Fiduciary directs otherwise or until the contract matures: -Contract Issuer: John Hancock -Contract #: GAC 7628 -Contract Rate: 8.07% -Maturity Date: 6/30/98 -37- 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 virtually 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 out of Class Year Contract 1995 are not permitted. (B) Sponsor Stock - Investments in the Ford and Associates Stock Funds will consist primarily of shares of Ford and Associates Stock respectably. However, in order to satisfy daily participant requests for exchanges, loans and withdrawals, the Stock 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 the Stock Funds to allow for such activity, the Trustee will sell shares of Stock in the open market. In this case exchange and redemption transactions will be processed as soon as proceeds from the sale of the 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. -38- 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. -39- 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 quality 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. -40- 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. -41- 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. -42- Schedule "H" OPERATIONAL PROCEDURES FOR THE VALUATION OF THE FORD MOTOR COMPANY SAVINGS PLAN COMMON STOCK AND BOND FUNDS Effective November 1, 1995, the Trustee shall follow the operating procedures described below for two Plan investment options: the Common Ford Fund and the Bond Fund. Individually, each investment option shall be referred to below as a "Fund". Collectively, they shall be referred to as "the Funds". The Common Ford Fund shall be managed by Comerica, a bank, as defined in the Investment Advisers Act of 1940. At the direction of Comerica, the Common Ford Fund shall be invested in several Comerica Commingled Pools. Each pool selected by Comerica shall hereinafter be referred to as an "investment component" of the Fund. In addition to Comerica Commingled Pools, the Common Stock fund shall also be invested in, Fidelity Institutional Cash Portfolios; Money Market Portfolio; Class A Shares. This investment shall hereinafter be referred to as the "liquidity component" of the Fund. The Bond Fund shall be comprised of the Wells Fargo U.S. Debt Index Commingled Pool, and Fidelity Institutional Cash Portfolios; Money Market Portfolio; Class A Shares ("FICAP"). The Wells Fargo pool shall hereinafter be known as "the investment component", and FICAP, the "liquidity component", of the Bond Fund. From time to time, the Sponsor and the Trustee shall mutually agree as to a target percentage and drift allowance of the liquidity components of the Funds. The Trustee shall debit or credit, whichever the case may be, all net participant activity from/to the liquidity components of the Funds. Once this daily activity has been transacted, the Trustee shall determine whether the percentage held in the liquidity component falls within the agreed upon range over time, and the Trustee shall inform Comerica or Wells Fargo to the extent that a sale or purchase is necessary to maintain the agreed upon range. The Trustee shall also maintain the unitization of the Funds in the Master Trust. Unitization incorporates the blending of the prices of the investment component(s) of each Fund with the value of the liquidity component, to determine an overall Net Asset Value ("NAV") per unit for each Fund. In to ensure that each Fund's NAV is correctly entered into the recordkeeping system within the time frame required, the following will apply: o Comerica and Wells Fargo, for their respective pools, must provide to FMTC, via facsimile, the price for each investment component by 6:00 P.M. Eastern Time each day the NYSE is open. Comerica and Wells Fargo are required to fax the daily price(s), of each investment component, even if the price(s) has/have not changed from the previous day. o If any price is not received by 6:00 P.M. Eastern Time, FMTC is authorized to use the last available price provided to it. o The investment components must be available for trading on all NYSE business days and may not have any trading restrictions. o Notification via facsimile must be provided by Comerica and Wells Fargo to FMTC on X-Date when income is paid in cash or in-kind and/or reinvested in their pools, or if any corporate action should be reflected in the price of any investment component. o In the event that Comerica or Wells Fargo provides an incorrect price(s) and said error causes a material monetary loss to any participant account, Comerica/Wells Fargo shall be responsible for (1) compensating the account(s) so that any participant who has incurred such a loss shall be made whole and (2) compensating FMTC for any expense incurred in determining the financial impact of the failure on participant accounts and taking corrective action in accordance with instructions from Comerica/Wells Fargo or the Sponsor. o In the event that participant accounts gain from an incorrect price or failure to provide information as listed immediately above, FMTC shall only adjust such accounts in accordance with instructions from Comerica/Wells Fargo or the Sponsor and provided that Comerica/Wells Fargo or the Sponsor assumes responsibility for any expenses incurred by FMTC in adjusting accounts or attempting to recover overpayments from participants who received a distribution during the relevant period. -43- o At the Named Fiduciary's direction, FMTC will accrue and deduct from any Fund's NAV any fees or expenses which may be incurred. o Upon consultation with the Sponsor, FMTC reserves the right to determine whether it will be able to continue to administer the investment components on an ongoing basis. o FMTC will coordinate the trading requirements for purchasing and redeeming shares with Comerica and Wells Fargo. -44- Schedule "I" Flexible Dividend Operating Procedures The Company and the Trustee hereby agree that the flexible dividend program with respect to the Ford Stock Fund and the Associates Stock Fund shall be administered in accordance with the following procedures. 1. The Company shall, as soon as practical, inform the Trustee of the expected dividend dates (record date, ex-dividend date and payment date), and the anticipated amount of the dividend. 2. Before the first ex-dividend date to which the flexible dividend program applies, the Company will solicit from Participants (including certifications as to taxpayer identification number and backup withholding status on a Form W-9 or such other form as may be acceptable to the Internal Revenue Service), and shall direct Participants to return such instructions to the Trustee in sufficient time for the Trustee to establish the dividend processing system described below. Such instructions shall establish the dividend processing system described below. Such instructions shall include the percentage, if any, of dividends to be paid in cash . 3. The Trustee shall determine the amount of dividends attributable to each Participant invested in the Ford and Associates Stock Funds on their respective ex-dividend date as follows: The Trustee shall calculate the dividend per unit in the fund by dividing the total dividend received on shares held by the fund by the total number of units outstanding on ex-dividend date. The amount of dividend attributable to each Participant shall be determined by multiplying the dividend per unit by the amount of units held by each Participant on ex-dividend date. 4. On the applicable ex-dividend date, the Trustee shall accrue a dividend receivable on a dividend distribution payable to the Ford and Associates Stock Funds. 5. On the dividend payment date, the Trustee shall, with respect to Participants who have elected to have their dividends reinvested, retain such amounts in the Ford Stock Fund and/or the Associates Stock Fund, and will allocate additional units of the fund to such Participants in proportion to the amount of dividends attributable to their accounts. The number of units to be allocated to each such Participant shall be determined using the NAV of the Ford Stock Fund or the Associates Stock Fund on payment date (which is net of dividends to be reinvested). 6. With respect to the amounts that are to be reinvested in the Ford Stock Fund or the Associates Stock Fund, the Trustee shall accomplish reinvestment in shares via the Ford Stock Fund and the Associates Stock Fund Dividend Reinvestment and Common Share Purchase Plan ("DRP"). Amounts to be reinvested in the Ford Stock Fund and the Associates Stock Fund shall be carried as a receivable in the Ford Stock Fund and the Associates Stock Fund until such time as shares are delivered and the share price calculated pursuant to the terms of the DRP. 7. The Trustee will withhold as required with respect to cash dividends on the dividend payment date, will remit such amounts withheld as required by the Internal Revenue Service and at year end will issue Forms 1099 DIV to Participants who have elected to receive cash dividends, and report such amounts to the Internal Revenue Service. 8. The Trustee will inform the Company of those Participants who have elected to make an offsetting deferral of earnings and the Company shall remit those amounts to the Trustee with other deferral amounts. Those amounts will be invested in accordance with the most recent investment elections on file for affective Participants. 9. After the initial election, Participants who wish to change their election shall make such change by telephone, in accordance with the Telephone Exchange Guidelines. -43- EX-4.G 5 EXHIBIT 4.G - CERTIFICATE OF DESIGNATIONS EXHIBIT 4.G CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF SERIES C PARTICIPATING STOCK ($1.00 Par Value) of FORD MOTOR COMPANY ---------------------------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware ---------------------------------------- FORD MOTOR COMPANY, a Delaware corporation (the "Corporation"), does hereby certify that the following resolutions were duly adopted by the Board of Directors of the Corporation, at a meeting of the Board of Directors duly called and held on March 2, 1998: RESOLVED, that the issue of a series of preferred stock, $1.00 par value, of the Corporation is hereby authorized and the designations, powers, preferences and relative, participating or other rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in the Restated Certificate of Incorporation of the Corporation, are hereby fixed as follows: (1) Number of Shares and Designation. Two Hundred Fifty Thousand shares of the preferred stock, $1.00 par value, of the Corporation are hereby constituted as a series of the preferred stock designated as Series C Participating Stock (the "Series C Stock"). (2) Definitions. For purposes of the Series C Stock, the following terms shall have the meanings indicated: "Board of Directors" shall mean the board of directors of the Corporation or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series C Stock. "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Class B Stock" shall mean the Class B Stock of the Corporation, par value $1.00 per share. "Common Stock" shall mean the Common Stock of the Corporation, par value $1.00 per share. "Current Market Price" shall mean, as of a particular date, the closing sale price at which Common Stock shall have been sold regular way on the New York Stock Exchange. "Issue Date" shall mean the first date on which shares of Series C Stock are issued. "Mandatory Conversion Date" shall mean March 16, 1998. "Person" shall mean any individual, firm, partnership, Corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. "Transaction" shall have the meaning set forth in paragraph (c) of Section (7) hereof. "Transfer Agent" means First Chicago Trust Company of New York or such other agent or agents of the Corporation as may be designated by the Board of Directors of the Corporation as the transfer agent for the Series C Stock. (3) Dividends. The holders of shares of the Series C Stock shall be entitled to receive dividends in an amount per share of Series C Stock equal to 1,000 times the aggregate per share amount of all cash and/or non-cash dividends or distributions (other than a dividend payable in shares of Common Stock and Class B Stock) declared by the Board of Directors to be paid on shares of Common Stock and Class B Stock as and when such dividend is paid on the Common Stock and Class B Stock; provided, however, that in the event of a non-cash dividend of property on the Common Stock and Class B Stock, the Corporation may elect to pay the dividend on each share of Series C Stock in cash in an amount equal to 1,000 times the value of the property (as determined by reference to a then-current market price for such property, if available, otherwise as determined by the Board of Directors) that is distributed on each share of Common Stock and Class B Stock. Each such dividend shall be payable to the holders of record of shares of Series C Stock, as they appear on the stock records of the Corporation at the close of business on such record dates, not more than 60 days preceding the payment dates thereof, as shall be fixed by the Board of Directors. (4) Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Stock, Class B Stock or any other series or class or classes of stock of the Corporation ranking junior to the Series C Stock as to distribution of assets upon liquidation, dissolution or winding up, the holders of shares of Series C Stock shall be entitled to receive an amount per share equal to 1,000 times the Current Market Price of Common Stock on the Business Day immediately prior to the date on which the liquidation, dissolution or winding up is first publicly announced, plus an amount equal to all declared but unpaid dividends; but such holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or -2- proceeds thereof, distributable among the holders of shares of Series C Stock shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of stock ranking, as to distribution of assets upon liquidation, dissolution or winding up, on a parity with the Series C Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series C Stock and any such other stock ratably in accordance with the respective amounts which would be payable on such shares of Series C Stock and any such other stock if all amounts payable thereon were paid in full. For the purposes of this Section (4), (i) a consolidation or merger of the Corporation with one or more corporations, (ii) a sale or transfer of all or substantially all of the Corporation's assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary. (b) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with or prior to Series C Stock as to distribution of assets upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of Series C Stock, as provided in this Section (4), any other series or class or classes of stock ranking junior to Series C Stock as to distribution of assets upon liquidation, dissolution or winding up shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Series C Stock shall not be entitled to share therein. (5) Shares to be Retired. All shares of Series C Stock purchased or exchanged by the Corporation or converted shall be retired and canceled and shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to series. (6) Adjustments to Series C Stock. (a) Whenever the Corporation shall after the Issue Date (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares or (iv) issue any shares of capital stock by reclassification of its Common Stock, the Corporation shall also take similar action at the same time with respect to the Series C Stock so that the holder of any share of Series C Stock thereafter shall be entitled to receive an amount in dividends per share of Series C Stock which such holder would have received or have been entitled to receive after the happening of any of the events described above had such share been converted into Common Stock immediately prior to the happening of such event or the record date therefor, whichever is earlier. (b) In case the Corporation shall take any other action affecting the Common Stock (including, without limitation, (i) issuing rights or warrants to holders of Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of Common Stock, (ii) issuing securities exchangeable or convertible into shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock, or (iii) effecting a pro rata repurchase of Common Stock pursuant to an offer subject to Section 13(d) of the Securities Exchange Act of 1934, as amended, or pursuant to any other offer available to substantially all holders of Common Stock, other than such purchases made in open market transactions), which in the opinion of the Board of Directors would adversely affect the dividend or other rights of the holders of the shares of Series C Stock, action -3- affecting the Series C Stock shall be taken, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors determines to be equitable in the circumstances to mitigate such adverse effect. (7) Conversion. (a) Subject to and upon compliance with the provisions of this Section (7), a holder of shares of Series C Stock shall have the right, at his or her option, at any time prior to the Mandatory Conversion Date, to convert each share of Series C Stock into 1,000 fully paid and nonassessable shares of Common Stock (any such conversion being hereinafter referred to as a "voluntary conversion"). On the Mandatory Conversion Date, each share of Series C Stock then outstanding shall automatically convert into 1,000 fully paid and nonassessable shares of Common Stock (such conversion being hereinafter referred to as a "mandatory conversion"). (b) In order to exercise the voluntary conversion right, the holder of each share of Series C Stock to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Corporation or in blank, at the office of the Transfer Agent in the Borough of Manhattan, City of New York, accompanied by written notice to the Corporation that the holder thereof elects to convert Series C Stock or a specified portion thereof. Unless the shares issuable on voluntary conversion are to be issued in the same name as the name in which such share of Series C Stock is registered, each share surrendered for voluntary conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid). Each voluntary conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates representing shares of Series C Stock shall have been surrendered and such notice received by the Corporation as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date, unless the stock transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open. Each mandatory conversion shall be deemed to have been automatically effected immediately prior to the close of business on the Mandatory Conversion Date, without any action on the part of the Corporation or the holder of Series C Stock subject to mandatory conversion. On and after the Mandatory Conversion Date, each certificate representing shares of Series C Stock shall be deemed to represent 1,000 shares of Common Stock for every share of Series C Stock represented by such certificate and the person or persons in whose name or names such certificate is registered shall be deemed to be, and shall be treated as and entitled to all the rights of, a holder or holders of said number of shares of Common Stock. On and after the Mandatory Conversion Date, each Series C Stock certificate shall be surrendered to the Corporation, whereupon the Corporation -4- shall issue a certificate or certificates representing in the aggregate 1,000 shares of Common Stock for each share of Series C Stock represented by the certificate so surrendered; provided, however, that failure to so surrender such Series C Stock certificate shall not affect the status of the holder or holders thereof, on and after the Mandatory Conversion Date, as a holder or holders of 1,000 shares of Common Stock for every share of Series C Stock represented by such certificate as provided aforesaid. Holders of shares of Series C Stock at the close of business on a dividend payment record date shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date notwithstanding the conversion thereof, whether voluntary or mandatory, following such dividend payment record date and prior to such dividend payment date. As promptly as practicable after the surrender of certificates representing shares of Series C Stock as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares, whether voluntary or mandatory, in accordance with the provisions of this Section (7). All shares of Common Stock delivered upon conversions of the Series C Stock, whether voluntary or mandatory, will upon delivery be duly and validly issued and fully paid and nonassessable. (c) In case the Corporation shall be a party to any transaction (including without limitation a merger, consolidation, sale of all or substantially all of the Corporation's assets or recapitalization of the Common Stock and excluding any transaction as to which paragraph (a) of Section (6) applies) (each of the foregoing being referred to as a "Transaction"), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Series C Stock which is not converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of 1,000 shares of Common Stock. The Corporation shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this paragraph (c) and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series C Stock which will contain provisions enabling the holders of the Series C Stock which remains outstanding after such Transaction to convert each share of Series C Stock into the consideration received by holders of 1,000 shares of Common Stock in connection with the Transaction. The provisions of this paragraph (c) shall similarly apply to successive Transactions. (d) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversion of the Series C Stock, the full number of shares of Common Stock deliverable upon the conversion -5- of all outstanding shares of Series C Stock not theretofore converted. For purposes of this paragraph (d), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series C Stock shall be computed as if at the time of computation all such outstanding shares were held by a single holder. The Corporation shall, to the extent necessary, use its best efforts to list the shares of Common Stock required to be delivered upon conversion of the Series C Stock prior to such delivery upon the New York Stock Exchange. Prior to the delivery of any securities which the Corporation shall be obligated to deliver upon conversion of the Series C Stock, the Corporation shall use its best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority. (e) The Corporation shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery or deemed issuance of shares of Common Stock on conversion, whether voluntary or mandatory, of the Series C Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the holder of the Series C Stock to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been paid. (8) Ranking. Any class or classes of stock of the Corporation shall be deemed to rank: (i) prior to the Series C Stock, as to dividends or as to distribution of assets upon liquidation, dissolution or winding up, if the holders of such class shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series C Stock; (ii)on a parity with the Series C Stock, as to distribution of assets upon liquidation, dissolution or winding up, whether or not the liquidation prices per share thereof be different from those of the Series C Stock, if the holders of such class of stock and the Series C Stock shall be entitled to the receipt of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of liquidation prices, without preference or priority one over the other; (iii) on a parity with the Series C Stock, as to dividends, if such stock shall be Common Stock or Class B Stock or any other class of stock the holders of which shall be entitled to the receipt of dividends only as and when dividends are paid on Common Stock and Class B Stock; and -6- (iv)junior to the Series C Stock, as to the distribution of assets upon liquidation, dissolution or winding up, if such stock shall be Common Stock or Class B Stock or if the holders of Series C Stock shall be entitled to receipt of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of such stock. (9) Voting. Each share of Series C Stock shall be entitled to 1,000 votes per share. The shares of Series C Stock shall vote together as a single class with all shares of Common Stock and Class B Stock. In addition, so long as any shares of the Series C Stock remain outstanding, the consent of the holders of at least two-thirds of the shares of Series C Stock outstanding at the time given in person or by proxy, either in writing or at any special or annual meeting, shall be necessary to permit, effect or validate any one or more of the following: (i) The authorization, creation or issuance, or any increase in the authorized or issued amount, of any class or series of stock ranking prior to Series C Stock as to the distribution of assets upon liquidation, dissolution or winding up, or (ii) The amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Restated Certificate of Incorporation of the Corporation which would materially and adversely affect any right, preference or voting power of Series C Stock or of the holders thereof; provided, however, that any increase in the amount of authorized preferred stock or the creation and issuance of other series of preferred stock, or any increase in the amount of authorized shares of such series or of any other series of preferred stock, in each case ranking on a parity with or junior to the Series C Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences or voting powers. (10) Record Holders. The Corporation and the Transfer Agent may deem and treat the record holder of any shares of Series C Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary. IN WITNESS WHEREOF, FORD MOTOR COMPANY has caused this Certificate to be signed by Malcolm S. Macdonald, its Vice President and Treasurer, as of the 6th day of March, 1998. FORD MOTOR COMPANY By:/s/Malcolm S. Maconald ----------------------- Malcolm S. Macdonald Vice President and Treasurer -7- EX-4.H 6 EXHIBIT 4.H Exhibit 4.H [FORM OF FACE OF PREFERRED STOCK CERTIFICATE] SERIES C PARTICIPATING STOCK FORD MOTOR COMPANY Incorporated under the Laws of the State of Delaware This Certificate is Transferable in New York See Reverse for Certain Definitions (SEAL) CERTIFICATE NUMBER DATE SHARES This certifies that ___________________________ is the owner of _________ fully paid and non-assessable shares of Series C Participating Stock of the par value of One Dollar ($1.00) each of Ford Motor Company transferable upon the books of the corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and all amendments thereto (copies of which are on file at the office of the Transfer Agent) to all of which the holder hereof by acceptance hereof expressly assents. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: FIRST CHICAGO TRUST COMPANY OF NEW YORK, TRANSFER AGENT AND REGISTRAR By ----------------------------------- ------------------------------------ Authorized Officer Secretary ------------------------------------ Chairman of the Board [FORM OF REVERSE OF PREFERRED STOCK CERTIFICATE] FORD MOTOR COMPANY The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such powers, preferences and/or rights. Any such request should be addressed to the Secretary of Ford Motor Company, The American Road, Dearborn, Michigan 48121 or to the Transfer Agent named on the face of this certificate. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common UNIF GIFT MIN ACT--______Custodian____ TEN ENT--as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right under Uniform Gifts to of survivorship and not as Minors Act____________ tenants in common (State) Additional abbreviations may also be used though not in the above list. For Value Received ___________________________ hereby sell, assign and transfer unto________________________________________________________________________ (Please print or typewrite name and address of assignee) (Please insert social security or other identifying number of assignee _________________) ____________________________________________________________________________ Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ___________________________________________ Attorney, to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated:_______________________ X____________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. EX-4.I 7 EXHIBIT 4.I - DEPOSIT AGREEMENT FORD MOTOR COMPANY FIRST CHICAGO TRUST COMPANY OF NEW YORK, As Depositary AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN DEPOSIT AGREEMENT Dated as of March 9, 1998 TABLE OF CONTENTS ----------------- Page ---- ARTICLE I Definitions........................................................... 1 ARTICLE II Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts ------------------------------------ SECTION 2.01. Form and Transfer of Receipts........................... 2 SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof.................................. 3 SECTION 2.03. [Reserved].............................................. 4 SECTION 2.04. Registration of Transfer of Receipts.................... 4 SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock......... 4 SECTION 2.06. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.................... 5 SECTION 2.07. Lost Receipts, etc...................................... 5 SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.... 5 SECTION 2.09. Conversion Rights....................................... 6 ARTICLE III Certain Obligations of Holders of Receipts and the Company ----------------------------------- SECTION 3.01. Filing Proofs, Certificates and Other Information....... 8 SECTION 3.02. Payment of Charges and Expenses......................... 8 SECTION 3.03. Warranty as to Stock.................................... 8 SECTION 3.04. Warranty as to Receipts................................. 8 SECTION 3.05. Warranty as to Common Stock............................. 8 i ARTICLE IV The Deposited Securities; Notices --------------------------------- Page SECTION 4.01. Cash Distributions...................................... 9 SECTION 4.02. Distributions of Securities or Property other than Cash, Rights, Preferences or Privileges..................... 9 SECTION 4.03. Subscription Rights, Preference, or Privileges.......... 10 SECTION 4.04. Notice of Dividends, etc.; Record Date for Holders of Receipts........................................... 11 SECTION 4.05. Voting Rights........................................... 11 SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.............. 11 SECTION 4.07. Delivery of Reports...................................... 12 SECTION 4.08. Lists of Receipt Holders................................. 12 SECTION 4.09. Withholding.............................................. 12 ARTICLE V The Depositary, the Depositary's Agents, the Registrar and the Company ------------------------------------- SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.......................... 12 SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company.. 13 SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company.......................... 13 SECTION 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary.................... 14 SECTION 5.05. Corporate Notices and Reports............................ 15 SECTION 5.06. Indemnification by the Company........................... 15 SECTION 5.07. Fees and Expenses........................................ 15 ii Page ARTICLE VI Amendment and Termination ------------------------- SECTION 6.01. Amendment................................................ 16 SECTION 6.02. Termination.............................................. 16 ARTICLE VII Miscellaneous ------------- SECTION 7.01. Counterparts............................................. 17 SECTION 7.02. Exclusive Benefit of Parties............................. 17 SECTION 7.03. Invalidity of Provisions................................. 17 SECTION 7.04. Notices.................................................. 17 SECTION 7.05. Depositary's Agents...................................... 18 SECTION 7.06. Holders of Receipts Are Parties.......................... 18 SECTION 7.07. Governing Law............................................ 18 SECTION 7.08. Inspection of Deposit Agreement and Certificate.......... 18 SECTION 7.09. Headings................................................. 19 iii DEPOSIT AGREEMENT dated as of March 9, 1998, among FORD MOTOR COMPANY, a Delaware corporation, FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation, and the holders from time to time of the Receipts described herein. WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series C Participating Stock, par value $1.00 per share, of FORD MOTOR COMPANY with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares each representing 1/1,000 of a share of Series C Participating Stock so deposited; and WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I Definitions ----------- The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement and the Receipts: "Certificate" shall mean the Certificate of the Designations, Powers, Preferences and Relative, Participating or Other Rights, and the Qualifications, Limitations or Restrictions Thereof filed with the Secretary of State of the State of Delaware establishing the Stock as a series of preferred stock of the Company. "Common Stock" shall mean the common stock, par value $1.00 per share, of the Company or any security into which the Common Stock may be converted. "Company" shall mean Ford Motor Company, a Delaware corporation, and its successors. "Deposit Agreement" shall mean this Deposit Agreement, as amended or supplemented from time to time. "Depositary" shall mean First Chicago Trust Company of New York, a New York corporation, and any successor as Depositary hereunder. -1- "Depositary Shares" shall mean depositary shares, evidenced by Receipts issued hereunder and constituted by the Stock deposited with the Depositary hereunder. Each Depositary Share shall, as provided herein, represent 1/1,000 of a share of Stock and be evidenced by a Receipt. "Depositary's Agent" shall mean an agent appointed by the Depositary pursuant to Section 7.05. "Depositary's Office" shall mean the corporate trust office of the Depositary in New York City, at which at any particular time its depositary receipt business shall be administered. "Notice of Conversion" shall have the meaning specified in Section 2.09. "Receipt" shall mean one of the depositary receipts, substantially in the form set forth as Exhibit A hereto, issued hereunder, whether in definitive or temporary form and evidencing the number of Depositary Shares specified therein. "Record holder" or "holder" as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose. "Registrar" shall mean the Depositary or such other bank or trust company which shall be appointed to register ownership and transfers of Receipts as herein provided. "Securities Act" shall mean the Securities Act of 1933, as amended. "Stock" shall mean shares of the Company's Series C Participating Stock, par value $1.00 per share. ARTICLE II Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts ------------------------------------ SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided. Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature of a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized -2- officer of the Depositary and countersigned manually by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. Except as the Depositary may otherwise determine, Receipts shall be in denominations of any number of whole Depositary Shares. Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends, distributions upon redemption or other distributions, the exercise of conversion rights, the exchange of Depositary Shares for Stock or any notice provided for in this Deposit Agreement and for all other purposes. SECTION 2.02 Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. Deposited Stock shall be held by the Depositary at the Depositary's Office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts for the number of Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver -3- such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. Other than in the case of splits, combinations or other reclassifications affecting the Stock, or in the case of dividends or other distributions of Stock, if any, there shall be deposited hereunder not more than the number of shares constituting the Stock as set forth in the Certificate, as such may be amended. SECTION 2.03. [Reserved]. SECTION 2.04. Registration of Transfer of Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender by a holder of a Receipt or Receipts at the Depositary's Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered. Any holder of a Receipt or Receipts representing any number of whole shares of Stock or his duly authorized attorney may withdraw the Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts, at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals; provided that a holder of a Receipt or Receipts may not withdraw Stock (or money and other property represented thereby) which has previously been called for redemption. Thereafter, without unreasonable delay, the Depositary shall deliver or cause to be delivered to such holder or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. If a Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or upon his order, a new Receipt evidencing such excess number of Depositary Shares. In no event will fractional shares of Stock be distributed by the Depositary. Delivery of the Stock and -4- money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. If the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holders shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder. SECTION 2.06. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by a holder of a Receipt pursuant to this Deposit Agreement, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature) and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary and the Company of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the furnishing to the Depositary and the Company of indemnification satisfactory to them. SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary's Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy all Receipts so cancelled. -5- SECTION 2.09. Conversion Rights. Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced by such Receipts into a number of whole shares of Common Stock at a conversion ratio of one share of Common Stock for each Depositary Share. Subject to the terms and conditions of this Deposit Agreement and the Certificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts to the Depositary at the Depositary's Office or to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion thereof duly completed and executed (a "Notice of Conversion"), thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such Notice of Conversion into whole shares of Common Stock. In the event that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock or any number of whole shares of Common Stock plus an excess constituting less than one whole share of Common Stock, the holder shall receive payment in lieu of such fractional shares of Common Stock otherwise issuable in accordance with the last paragraph of this Section 2.09. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with a Notice of Conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock, the Depositary shall, on the date of receipt of such Notice of Conversion, instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written Notice of Conversion to the Depositary and (ii) to cause the delivery to the holder or holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock, and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any fractional shares of Common Stock otherwise issuable. The Company shall, as promptly as practicable after receipt thereof, cause the delivery to such holder or holders of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder or holders are entitled. The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at the close of business on the date such Receipt or Receipts shall have been surrendered to and a Notice of Conversion received by the Depositary, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record on the next succeeding day on which such stock transfer books are open. Upon such conversion, the Depositary (i) -6- shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver for cancellation to the transfer agent for the Stock the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. Upon any conversion of the Stock underlying the Depositary Shares, no allowance, adjustment or payment shall be made with respect to accrued dividends upon such Stock. Upon the mandatory conversion of the Stock in accordance with its terms, each Depositary Share shall be deemed to have been automatically converted into one share of Common Stock immediately prior to the close of business on the date of such mandatory conversion, without any action on the part of the Company, the Depositary or the holder or holders of the Depositary Shares. On and after the date of such mandatory conversion, each Receipt representing Depositary Shares shall be deemed to represent an equal number of shares of Common Stock and the person or persons in whose name or names such Receipt is registered shall be deemed to be, and shall be treated as and entitled to all the rights of, a holder or holders of said number of shares of Common Stock. On and after the date of such mandatory conversion, each Receipt shall be surrendered to the Depositary, who shall in turn surrender such Receipt to the Company, whereupon the Company shall issue a certificate or certificates representing shares of Common Stock equal to the number of Depositary Shares represented by the Receipt so surrendered; provided, however, that failure to so surrender such Receipt shall not affect the status of the holder or holders thereof, on and after the date of such mandatory conversion, as a holder or holders of the number of shares of Common Stock. Upon the conversion of any shares of Stock for which a Notice of Conversion has been received by the Depositary, and upon the mandatory conversion of any shares of Stock, all dividends in respect of Depositary Shares representing such Stock shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein and any cash payable on account of accrued dividends in respect of the Stock so converted and any Receipts evidencing Depositary Shares not so converted) shall terminate, and such Depositary Shares shall be cancelled in accordance with Section 2.08 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If, except for the provisions of this Section 2.09 and the Certificate, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share determined in accordance with the Certificate. -7- ARTICLE III Certain Obligations of Holders of Receipts and the Company ----------------------------------- SECTION 3.01. Filing Proofs, Certificates and Other Information. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer or conversion, of any Receipt or the withdrawal of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof or the exercise of any conversion rights as specified in Section 2.09 until such proof or other information is filed or such certificates are executed or such representations and warranties are made. SECTION 3.02. Payment of Charges and Expenses. The Company shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.07, or provide evidence reasonably satisfactory to the Depositary that such charges and expenses have been paid. Registration of transfer of any Receipt, or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld and such conversion rights may be refused or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofor sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency. SECTION 3.03. Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts. SECTION 3.04. Warranty as to Receipts. The Company hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Stock. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts. SECTION 3.05. Warranty as to Common Stock. The Company hereby represents and warrants that the Common Stock issued upon conversion of the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the conversion of the Stock into such Common Stock. -8- ARTICLE IV The Deposited Securities; Notices --------------------------------- SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Stock (subject to the provisions of Section 2.09 with respect to payments of cash to holders of Receipts in lieu of fractional shares of Common Stock), the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that in case the Company or the Depositary shall withhold from any cash dividend or other cash distribution in respect of the Stock represented by the Receipts held by any holder an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares represented by such Receipts subject to such withholding shall be reduced accordingly; provided further, however, that if all Receipts outstanding are held by a single person, the Depositary shall distribute any cash dividend or other cash distribution or the Stock to such holder of Receipts by wire transfer of same day funds on the date the funds are received by the Depositary, to an account such holder shall have designated to the Depositary by written notice reasonably in advance of such date. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding. In lieu of making a cash distribution on the Stock to Depositary, the Company may, after consultation with the Depositary, elect to make any such cash distribution directly to holders of Receipts on behalf of the Depositary in accordance with this Section 4.01. SECTION 4.02. Distributions of Securities or Property Other than Cash, Rights, Preference or Privileges. Whenever the Depositary shall receive any distribution of securities or property other than cash, rights, preferences or privileges upon the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders. If in the opinion of the Depositary after consultation with the Company such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution -9- of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided the Depositary an opinion of counsel stating that such securities or property has been registered under the Securities Act or do not need to be registered in connection with such distributions. SECTION 4.03. Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be deemed appropriate by the Depositary in its discretion with the approval of the Company; provided, however, that if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, then the Depositary, in its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that the Company will file promptly a registration statement pursuant to such Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act, and the Company shall have provided to the Depositary an opinion of counsel to such effect. If any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees with the Depositary that the Company will use its best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. -10- SECTION 4.04. Notice of Dividends, etc.; Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the record date shall be the same time and date as the record date fixed by the Company with respect to the Stock for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting, or for any other reasons which the Company and the Depositary shall deem appropriate. SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders of Receipts at the close of business on the relevant record date may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required to exercise discretion in voting any Stock. Holders of Receipts shall also be entitled to vote on certain amendments to the Deposit Agreement pursuant to Section 6.01. SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation or sale of all or substantially all of the Company's assets affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by one Depositary Share in one share of Stock as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger, -11- amalgamation or consolidation or sale of all or substantially all of the Company's assets and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger, amalgamation or consolidation or sale of all or substantially all of the Company's assets to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction; provided, that in no event shall the Company be required to deliver fractional shares of Common Stock. SECTION 4.07. Delivery of Reports. The Depositary shall furnish to holders of Receipts any reports and communications received from the Company which are received by the Depositary as the holder of Stock. SECTION 4.08. Lists of Receipt Holders. Promptly upon request from time to time by the Company, the Depositary shall furnish to it a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts. SECTION 4.09. Withholding. Notwithstanding any other provision of this Deposit Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them respectively. ARTICLE V The Depositary, the Depositary's Agents, the Registrar and the Company ------------------------------------- SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. - -12- The Depositary shall keep books at the Depositary's Office which shall reflect the registration and registration of transfer of Receipts and split-ups and combinations and conversions of Depositary Shares and which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books only when the register of Stockholders of the Company is closed. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of such Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or the Stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation. SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other applicable governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Restated Certificate of Incorporation, as amended (including the Certificate) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from, or delayed in, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur liability to any holder of a Receipt by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in the case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the negligence, willful misconduct or noncompliance with any requirement or standard the Employee Retirement Income Security Act of 1974 on the part of the party charged with such exercise or failure to exercise. SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than for its negligence or willful misconduct. -13- Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be authorized or competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates (including, without limitations, the Stock). SECTION 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed prior to the termination of this Deposit Agreement, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust -14- company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may itself appoint a successor Depositary or petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary. SECTION 5.05. Corporate Notices and Reports. The Company agrees that it will transmit to the record holders of Receipts, in each case at the addresses furnished to it pursuant to Section 4.08, all notices and reports (including without limitation financial statements) required by law or by the rules of any national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed, to be furnished to the record holders of Receipts. Such transmission will be at the Company's expense. SECTION 5.06. Indemnification by the Company. The Company shall indemnify the Depositary, any Depositary's Agent and any Registrar against, and hold each of them harmless from, any loss, liability or expense (including the costs and expenses of defending itself) which may arise out of acts performed or omitted in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary's Agent), except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary's Agent or termination of this Deposit Agreement. SECTION 5.07. Fees and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay all fees of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares and all other duties performed by it under this Deposit Agreement. All other transfer and other taxes and governmental charges shall be -15- at the expense of holders of Depositary Shares. If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the holder of the cost of this performance of such duties. Such holder will be liable for the charges and expenses related to such performance. Except as otherwise provided herein, all other reasonable fees and expenses of the Depositary and any Depositary's Agent hereunder and of any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid by the Company (except those expenses which are expressly provided herein to be paid by such holders of the Depositary Shares). The Depositary shall present its statement for fees and expenses to the Company once every three months or at such other intervals as the Company and the Depositary may agree. The obligations set forth in this Section 5.07 shall survive any succession of any Depositary, Registrar or Depositary's Agent or termination of this Deposit Agreement. ARTICLE VI Amendment and Termination ------------------------- SECTION 6.01. Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Stock pursuant to the Certificate shall be effective unless such amendment shall have been approved by the holders of at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions, or voting or conversion rights of the Depositary Shares, Receipts or Stock, two-thirds) of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. SECTION 6.02. Termination. This Deposit Agreement may be terminated by the Company at any time upon not less than 60 days prior written notice to the Depositary, in which case, upon a date that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to each record holder, upon surrender of the Receipt or Receipts held by each record holder, such number of whole or fractional shares of Stock represented by such Receipt or Receipts. If the record holder of any Receipt or Receipts shall not have so surrendered such Receipt or Receipts in exchange for whole or fractional shares of Stock on or prior to the effective date of termination of this Agreement, such record holder shall for all purposes, including the payment of dividends, be deemed to be a record holder of the appropriate number of whole or fractional shares of Stock previously represented by such Receipt or Receipts and shall thereafter surrender to the Company such Receipt or Receipts in exchange for whole or fractional shares of Stock. Upon termination of this Deposit Agreement, the Depositary shall surrender to the Company any whole or fractional shares of Stock held by the Depositary and the Company shall hold such Stock for the benefit of the record holder of Receipts which previously represented such Stock. -16- This Agreement shall automatically terminate after (i) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts pursuant to Section 4.01 or 4.02, as applicable or (ii) each share of Stock shall have been converted into shares of Common Stock. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary's Agent and any Registrar under Sections 5.06 and 5.07. ARTICLE VII Miscellaneous ------------- SECTION 7.01. Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, including the holders of the Receipts, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. SECTION 7.03. Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. SECTION 7.04. Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Company at: Ford Motor Company The American Road Dearborn, Michigan 48121 Attention: Secretary Telephone No.: (313) 323-2260 Facsimile No.: (313) 337-9591 or at any other address of which the Company shall have notified the Depositary in writing. -17- Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary's Office, at: 525 Washington Boulevard Mail Suite 4685 Jersey City, NJ 07310 Attention: Steven A. McDonough, Vice President or at any other address of which the Depositary shall have notified the Company in writing. Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary or, if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. SECTION 7.05. Depositary's Agents. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action. The Company hereby also appoints the Depositary as Registrar and Transfer Agent in respect of the Receipts and the Depositary hereby accepts such appointments. SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by and be entitled to the benefit of all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 7.08. Inspection of Deposit Agreement and Certificate. Copies of this Deposit Agreement and the Certificate shall be filed with the Depositary and the Depositary's Agents and shall be open to inspection during business hours at the Depositary's Office and the respective offices of the Depositary's Agents, if any, by any holder of a Receipt. -18- SECTION 7.09. Headings. The headings of articles and sections in this Deposit Agreement have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein. -19- IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Deposit Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. FORD MOTOR COMPANY By:/s/J. M. Rintamaki ------------------------- J. M. Rintamaki Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ------------------------- Steven A. McDonough Vice President -20- EXHIBIT A [FORM OF FACE OF DEPOSITARY RECEIPT] DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING 1/1,000 OF A SHARE OF SERIES C PARTICIPATING STOCK, PAR VALUE $1.00 PER SHARE FORD MOTOR COMPANY Incorporated under the Laws of the State of Delaware This Certificate is Transferable in New York See Reverse for Certain Definitions CERTIFICATE NUMBER SHARES First Chicago Trust Company of New York, a corporation duly organized and existing under the laws of the State of New York, as Depositary (the "Depositary"), hereby certifies that ________________ is the registered owner of __________ Depositary Shares ("Depositary Shares"), each Depositary Share representing one one-thousandth (1/1,000) of a share of Series C Participating Stock, par value $1.00 per share (the "Stock"), of Ford Motor Company, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). Subject to the terms of a Deposit Agreement (the "Deposit Agreement") among the Depositary, the Company and holders of receipts for Depositary Shares ("Receipts"), each owner of a Depositary Share is entitled, proportionately, to all the powers, preferences and rights and the qualifications, limitations or restrictions of such preferences and/or rights of the Stock represented thereby, including dividends, voting, conversion, and liquidation rights as set forth in the Restated Certificate of Incorporation of the Company, as amended and supplemented by the Certificate of Designations (the "Certificate of Designations") fixing the terms of the Stock filed with the Secretary of State of the State of Delaware. The Depositary will furnish without charge to any registered owner of Depositary Shares who so requests, copies of the Restated Certificate of Incorporation of the Company, Deposit Agreement and Certificate of Designations. This Receipt shall not be valid or obligatory for any purpose, nor shall the holder be entitled to any benefits under the Deposit Agreement, unless this Receipt shall have been executed by manual signature of a duly authorized officer of the Depositary, or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and, if executed by facsimile signature of the Depositary, shall have been countersigned manually by a duly authorized officer of the Registrar. Dated: -------------------- FIRST CHICAGO TRUST COMPANY OF NEW YORK (SEAL) Authorized Officer [FORM OF REVERSE OF DEPOSITARY RECEIPT] The Depositary will furnish without charge to any registered owner of Depositary Shares who so requests, copies of the Restated Certificate of Incorporation of the Company, Deposit Agreement and Certificate of Designations. Any such request should be addressed to: Ford Shareholder Services, First Chicago Trust Company of New York, 525 Washington Boulevard, Mail Suite 4685, Jersey City, NJ 07310. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT -- ____Custodian______ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to of survivorship and not as Minors Act____________ tenants in common (State) Additional abbreviations may also be used though not in the above list. NOTICE OF CONVERSION The undersigned holder of this Receipt for Depositary Shares hereby irrevocably exercises the option to convert that number of shares of Series C Participating Stock of the Company represented by __________ Depositary Shares into shares of Common Stock of the Company in accordance with the terms of and subject to the conditions of such participating stock, including the Certificate of Designations in respect thereof and the Deposit Agreement, and directs that the Common Stock deliverable upon such conversion be registered in the name of and delivered together with a check in payment for any fractional shares of Common Stock to the undersigned unless a different name has been indicated below. If the shares of Common Stock are to be registered in the name of a person other than the undersigned, the undersigned will pay all transfer and similar taxes payable with respect thereto. If the number of shares of such participating stock represented by the number of Depositary Shares set forth above is less than the number of shares of such participating stock on deposit in respect of this Receipt, the undersigned directs that the Depositary issue to the undersigned, unless a different name is indicated below, a new Receipt evidencing Depositary Shares for the balance of such participating stock not to be converted. Dated: ---------------------------- Signature________________________ NAME: Note: The signature to this Notice ---------------------------- of Conversion must correspond with the name written upon the face of this Receipt in every particular, ADDRESS: without alternation or enlargement, -------------------------- or any change whatever. (Please print name and address of Registered Holder) NAME: ----------------------------- ADDRESS: -------------------------- (Please indicate other delivery instructions if applicable) ASSIGNMENT For value received,_____________________, the undersigned, hereby sells, assigns and transfers unto _______________________ (Please insert social security or other identifying number of Assignee _______________________ ) the within Receipt and all rights and interests represented by the Depositary Shares evidenced thereby, and hereby irrevocably constitutes and appoints _____________ his attorney, to transfer the said Depositary Shares on the books of the within-named Depositary, with full power of substitution in the premises. Dated: Signature ----------------------- ------------------------------- Note: The signature to this Assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever. EX-5.A 8 EXHIBIT 5.A Exhibit 5.A Ford Motor Company The American Road P.O. Box 1899 Dearborn, Michigan 48121-1899 March 6, 1998 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 (i) up to 116,466 shares of Series C Participating Stock, par value $1.00 per share, of the Company (the "Participating Stock"), (ii) up to 116,466,000 depositary shares, each representing 1/1,000 of a share of the Participating Stock (the "Depositary Shares") to be evidenced by depositary receipts relating to the Depositary Shares (the "Depositary Receipts") issued pursuant to a Deposit Agreement among the Company, First Chicago Trust Company of New York, as depositary (the "Depositary"), and the holders from time to time of the Depositary Receipts (the "Deposit Agreement"), and (iii) up to 116,466,000 shares of the Common Stock, par value $1.00 per share, of the Company ("Common Stock"), which shall be issued upon conversion of the Participating Stock, relating to the Company's Savings and Stock Investment Plan for Salaried Employees (the "Plan"). As an Assistant Secretary and Counsel of the Company, I am familiar with the Registration Statement and with the Certificate of Incorporation, the By-Laws and with the affairs of the Company. In connection with the Registration Statement, I have examined, or caused to be examined, (i) a form of the Certificate of Designations relating to the Participating Stock, (ii) a form of the Deposit Agreement, which I have assumed will be duly executed and delivered by the Depositary and the Company, and (iii) a copy of the Registration Statement. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that: (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. (2) All necessary corporate proceedings have been taken to authorize the issuance of the shares of the Participating Stock and the Depositary Shares being registered under the Registration Statement, and when (a) all such shares of Participating Stock and Depositary Shares acquired by Fidelity Management Trust Company, as trustee under the Master Trust Agreement dated as of September 30, 1995, as amended, relating to the Plan (the "Master Trust Agreement") and as trustee under the Plan, in accordance with the Master Trust Agreement and the Plan, have been duly issued and sold in the manner contemplated by the Registration Statement, (b) with respect to the Depositary Shares only, the Depositary has duly executed the Depositary Receipts in accordance with the terms of the Deposit Agreement (the Company having deposited the Participating Stock with the Depositary pursuant to the Deposit Agreement), and (c) the -2- Registration Statement has become effective and the Company has received therefor the consideration provided in the Plan and the Certificate of Incorporation (but not less than the par value thereof), the Participating Stock will be validly issued, fully paid and nonassessable and the Depositary Shares will represent legal and valid interests in the shares of Participating Stock. (3) All necessary corporate proceedings have been taken to authorize the issuance of the shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock acquired by Fidelity Management Trust Company, as trustee under the Master Trust Agreement and as trustee under the Plan, in accordance with the Master Trust Agreement and the Plan, upon conversion of the Participating Stock, 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, the Company's Certificate of Incorporation, and the Deposit Agreement, if applicable (but not less than the par value thereof). I hereby consent to the use of this opinion as Exhibit 5.A to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Peter Sherry, Jr. ---------------------- Peter Sherry, Jr. Assistant Secretary and Counsel EX-15 9 EXHIBIT 15 Exhibit 15 Coopers & Lybrand L.L.P. Ford Motor Company The American Road Dearborn, Michigan Re: Ford Motor Company Registration Statement on Form S-8 We are aware that our reports dated April 16, 1997, July 14, 1997 and October 13, 1997 accompanying the unaudited interim financial information of Ford Motor Company and Subsidiaries for the periods ended March 31, 1997 and 1996, June 30, 1997 and 1996 and September 30, 1997 and 1996, and included in the Ford Motor Company Quarterly Report on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, respectively, are incorporated by reference in this Registration Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statement prepared or certified by us within the meaning of Sections 7 and 11 of the Act. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 March 6, 1998 EX-23 10 EXHIBIT 23 Exhibit 23 Coopers & Lybrand L.L.P. Ford Motor Company The American Road Dearborn, Michigan CONSENT OF COOPERS & LYBRAND L.L.P. Re: Ford Motor Company Registration Statement on Form S-8 We consent to the incorporation by reference in this Registration Statement of our report dated January 27, 1997 on our audits of the consolidated financial statements of Ford Motor Company at December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report is included in the Company's 1996 Annual Report on Form 10-K and of our report dated January 26, 1998 of our audits of the consolidated financial statements of Ford Motor Company at December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995, which report is included in the Company's 1997 Current Report on Form 8-K. /s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. 400 Renaissance Center Detroit, Michigan 48243 March 6, 1998 EX-24.A 11 EXHIBIT 24.A Exhibit 24.A POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SERIES C PARTICIPATING STOCK, DEPOSITARY SHARES REPRESENTING SUCH PARTICIPATING STOCK AND COMMON STOCK OF FORD MOTOR COMPANY FOR ISSUANCE UNDER EMPLOYEE STOCK PLANS Each of the undersigned, a director or officer of FORD MOTOR COMPANY, appoints J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr., and N. A. Patino 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 FORD MOTOR COMPANY and its subsidiaries to comply with the Securities Act of 1933, and any requirements of the Securities and Exchange Commission, in connection with Registration Statements and any and all amendments thereto relating to the issuance of Series C Participating Stock, Depositary Shares representing such Participating Stock and Common Stock of the Company under the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, and the Primus Automotive Financial Services, Inc. Prime Account, as authorized at a meeting of the Board of Directors of FORD MOTOR COMPANY held on March 2, 1998, including but not limited to, power and authority to sign his or her name (whether on behalf of FORD MOTOR COMPANY, or otherwise) to such Registration Statements and any amendments thereto and to file them with the Securities and Exchange Commission. 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 2nd day of March, 1998. /s/Alex Trotman /s/Michael D. Dingman - ----------------------------- ------------------------------ (Alex Trotman) (Michael D. Dingman) /s/Edsel B. Ford II /s/William Clay Ford - ---------------------------- ------------------------------- (Edsel B. Ford II) (William Clay Ford) /s/William Clay Ford, Jr. /s/Irvine O. Hockaday, Jr. - ---------------------------- -------------------------------- (William Clay Ford, Jr.) (Irvine O. Hockaday, Jr.) /s/Marie-Josee Kravis /s/Ellen R. Marram - ---------------------------- -------------------------------- (Marie-Josee Kravis) (Ellen R. Marram) -2- /s/Homer A. Neal /s/Carl E. Reichardt - ----------------------------- ------------------------------- (Homer A. Neal) (Carl E. Reichardt) /s/John L. Thornton /s/John M. Devine - ----------------------------- ------------------------------- (John L. Thornton) (John M. Devine) /s/William J. Cosgrove - ----------------------------- (William J. Cosgrove) EX-24.B 12 EXHIBIT 24.B - RESOLUTIONS Exhibit 24.B FORD MOTOR COMPANY Resolutions Relating to Issuance of Preferred Stock --------------------------------------------------- RESOLVED, That the proposals described in the communication dated March 2, 1998, entitled "The Associates Spin-Off" (the "Communication"), presented to and discussed at this meeting of the Board of Directors duly called and held on said date, be and hereby are approved. RESOLVED, That the proposed form of Certificate of the Designations, Powers, Preferences and Relative, Participating or Other Rights, and the Qualifications, Limitations or Restrictions thereof, of Series C Participating Stock of the Company, par value $1.00 per share ("Series C Stock"), a copy of which has been presented to this meeting (the "Certificate of Designations"), creating and establishing the Series C Stock, to be filed with the Secretary of State of the State of Delaware, be and hereby is approved in all respects, and that the resolutions set forth therein be and hereby are adopted and approved as if fully set forth herein. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer; the Executive Vice President and Chief Financial Officer; the Vice President and Treasurer; any Assistant Treasurer; the Secretary; or any Assistant Secretary of the Company, and each of them, be and hereby are authorized and directed, in the name and on behalf of the Company, to prepare, execute and cause to be filed, prior to the issuance of any shares of Series C Stock, with the Secretary of State of the State of Delaware and any other appropriate governmental agency or office, the Certificate of Designations designating the shares of Series C Stock and describing the terms and provisions thereof. RESOLVED, That the Company issue and sell up to two hundred fifty million (250,000,000) Depositary Shares or receipts for such shares (the "Depositary Shares"), each representing 1/1,000 of a share of Series C Stock, to the Trustee for the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees and the Primus Automotive Financial Services, Inc. Prime Account (collectively, the "Employee Savings Plans") in exchange for an equal number of shares of Common Stock held by it for the benefit of employees under said plans, upon such terms and conditions as may be fixed by the Chairman of the Board of Directors, President and Chief Executive Officer; the Executive Vice President and Chief Financial Officer or the Vice President and Treasurer; provided, however, that each 1/1,000 of a share of Series C Stock shall have a purchase price of not less than 1/1,000 of the par value of a share of Series C Stock; and provided further, however, that such exchange shall constitute adequate consideration within the meaning of Section 3(18) of the Employee Retirement Income Security Act of 1974. RESOLVED, That the Company register with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), up to two hundred fifty thousand (250,000) shares of Series C Stock and up to two hundred fifty million (250,000,000) Depositary Shares, together with an appropriate number of shares of Common Stock of the Company into which the Series C Stock (or, pursuant to an agreement by the Company to accept delivery of Depositary Shares in lieu of whole shares of Series C Stock, the Depositary Shares) may be converted and an appropriate number of shares of Common Stock of the Company that may be needed for investment or reinvestment by the Employee Savings Plans (such Depositary Shares, Preferred Stock and Common Stock being collectively referred to herein as the "Securities"). RESOLVED, That the Company at all times shall reserve the number of shares of authorized but unissued Common Stock of the Company which shall be sufficient for delivery upon conversion of the Series C Stock (or, pursuant to an agreement by the Company to accept delivery of Depositary Shares in lieu of whole shares of Series C Stock upon such conversion, the Depositary Shares), outstanding from time to time, in accordance with the terms and provisions of the Series C Stock. RESOLVED, That, in order to comply with the Securities Act of 1933, as amended, the directors and appropriate officers of the Company be and hereby are authorized to sign and execute in their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the Primus Automotive Financial Services, Inc. Prime Account, and such other employee stock plans as may be adopted by the Company or any of its subsidiaries (collectively, the "Employee Stock Plans"), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such Registration Statements and amendments, so executed, to be filed with the Securities and Exchange Commission. RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise) be and hereby is authorized to execute a power of attorney appointing J. W. Martin, Jr., J. M. Rintamaki, L. J. Ghilardi, K. S. Lamping, P. J. Sherry, Jr., and N. A. Patino, 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 and all such Registration Statements and amendments, further amendments thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person. -2- RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; 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 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 such 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 Vice Chairman; 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 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, in the name and on behalf of the Company, to take such action as such officers, or any of them, may deem necessary, appropriate or desirable to make application for the listing of the Securities on the New York and Pacific Coast Stock Exchanges in the United States, London Stock Exchange in Europe and any other stock exchange, and that the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; 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 designated a representative of the Company to appear before the Corporate Services Division or other appropriate body of any such exchange and take all such other steps as such persons, or any of them, may deem necessary, appropriate or desirable to effect such listing. -3- RESOLVED, That, in connection with each application of the Company to the New York Stock Exchange, Inc., or any other stock exchange, for the listing on such exchange of the Securities, the Company enter into an agreement providing for the indemnification by the Company of such Exchange, its governors, officers, employees and its subsidiary companies and innocent purchasers for value of the Securities or any one or more of them, as the case may be, from and against losses, liabilities, claims, damages or accidents in connection with the use of facsimile signatures on certificates representing the Securities; and that the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; 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 and under its corporate seal to execute and deliver to such exchange, the aforesaid indemnification agreement in such form as the person or persons executing the same may deem necessary, appropriate or desirable, as conclusively evidenced by his, her or their execution thereof. RESOLVED, That the Board of Directors hereby adopts the forms of depositary receipts for the Depositary Shares and certificates for the Series C Stock, specimens of which have been made available for examination at the meeting, such forms of depositary receipts and certificates to have such changes as the appropriate officers of the Company may approve. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; any Executive Vice President; any Group Vice President; any Vice President; the Secretary; any Assistant Secretary; the Treasurer; or any Assistant Treasurer, be and hereby are authorized, in the name and on behalf of the Company and under its corporate seal (which may be a facsimile of such seal), to execute (by manual or facsimile signature) certificates representing the Securities (and, in addition, certificates representing the Securities to replace any such certificates which are lost, stolen, mutilated or destroyed and such certificates required for exchange, substitution or transfer), all as provided in the Restated Certificate of Incorporation and By-Laws of the Company. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; any Executive Vice President; any Group Vice President; any Vice President; the Secretary; any Assistant Secretary; the Treasurer; or any Assistant Treasurer, and each of them, be and hereby are authorized to appoint one or more paying agents, registrars, issuing agents, transfer agents, conversion agents, and other agents and functionaries to, among other things, issue or countersign, make transfers of and register the certificates representing the Securities, and that any such officer be and hereby is authorized to execute and deliver, in the name and on behalf of the Company, any agreement, instrument or document relating to any such appointment; provided, however, that the Company may at any time elect to act in any such capacity itself. RESOLVED, That the Company enter into a deposit agreement and one or more supplements thereto, each with a bank or trust company as depositary (the "Deposit Agreement"), providing for the deposit of the Series C Stock, the -4- issuance of the Depositary Shares and other matters relating thereto, and that the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; any Executive Vice President; any Group Vice President; any Vice President; the Secretary; any Assistant Secretary; the Treasurer; or any Assistant Treasurer, and each of them, be and hereby are authorized, in the name and on behalf of the Company, (i) to select such depositary and (ii) to execute, acknowledge and deliver the Deposit Agreement and supplements thereto, whether or not under the seal of the Company, and whether or not attested by the Secretary or any Assistant Secretary, containing such terms and provisions as the officer or officers executing such Deposit Agreement or supplements thereto may deem necessary, appropriate or desirable, as conclusively evidenced by his or their execution thereof. RESOLVED, That, when the Series C Stock and the Depositary Shares shall be issued, sold and delivered in accordance with the terms of the Deposit Agreement, the shares of Series C Stock represented by such Depositary Shares shall be, and are hereby declared to be, fully-paid and non-assessable shares of Preferred Stock of the Company and not liable to any further calls or assessments thereon, and the holders thereof shall not be liable for any further payment in respect thereof. RESOLVED, That, upon the issuance and sale of the Series C Stock and the Depositary Shares in accordance with the foregoing resolutions, an amount equal to the par value of the Series C Stock so issued shall be credited to the capital stock account of the Company. RESOLVED, That the shares of Common Stock of the Company issuable or deliverable upon conversion of the Series C Stock (or, pursuant to an agreement by the Company to accept delivery of Depositary Shares in lieu of whole shares of Series C Stock upon such conversion, the Depositary Shares), when the same shall be delivered in accordance with the terms of the Securities, shall be, and are hereby declared to be, fully-paid and non-assessable shares of Common Stock of the Company and not liable to any further calls or assessments thereon, and the holders thereof shall not be liable for any further payment in respect thereof. RESOLVED, That, upon the issuance of authorized but unissued shares of Common Stock of the Company upon conversion of the Series C Stock (or, pursuant to an agreement by the Company to accept delivery of Depositary Shares in lieu of whole shares of Series C Stock upon such conversion, the Depositary Shares), an amount equal to the par value of the Common Stock so issued shall be credited to the capital stock account of the Company and an amount equal to the par value of the shares of Series C Stock so converted (or the shares of Series C Stock represented by the Depositary Shares so converted) shall be debited to the capital stock account of the Company. RESOLVED, That the Chairman of the Board of Directors, President and Chief Executive Officer; any Vice Chairman; any Executive Vice President; any Group Vice President; any Vice President; the Secretary; or any Assistant Secretary; the Treasurer; any Assistant Treasurer, and each of them, be and hereby are authorized to cause the issuance of authorized but unissued shares of Common Stock of the Company for the purpose of effecting conversions of the Series C Stock (or, pursuant to an agreement by the Company to accept delivery -5- of Depositary Shares in lieu of whole shares of Series C Stock upon such conversion, the Depositary Shares). RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the appointment of agents and the payment of expenses), and to execute (by manual or facsimile signature) and deliver any and all letters, documents or other writings, that such officer or officers may deem necessary, appropriate or desirable in order to enable the Company fully to carry out the purposes and intents of the Communication and each and all of the foregoing resolutions. Resolutions Relating to Special Dividend ---------------------------------------- WHEREAS, based upon the Communication, and based upon the Financial Review and other information heretofore presented to the Board of Directors, the Company has net assets in excess of its capital, computed in accordance with the laws of Delaware, in an amount sufficient to justify (a) a dividend on outstanding shares of Class B and Common Stock consisting in the aggregate of 279,484,849 shares of common stock of Associates First Capital Corporation ("The Associates") distributable to holders of Class B and Common Stock in proportion to their ownership of Class B and Common Stock, and (b) a dividend in cash on each share of Series C Participating Stock equal to the market value of common stock of The Associates distributed per share of Class B and Common Stock. NOW, THEREFORE, BE IT RESOLVED, That (i) a dividend consisting in the aggregate of the Company's 279,484,849 shares of common stock of The Associates on the outstanding shares of Class B and Common Stock of the Company distributable to holders of Class B and Common Stock in proportion to their ownership of Class B and Common Stock, and (ii) a dividend in cash on each share of Series C Participating Stock equal to the market value of common stock of The Associates distributed per share of Class B and Common Stock, as determined using a methodology deemed appropriate by Goldman, Sachs & Co. or another independent financial advisor (but not to exceed the maximum amount that may be paid in accordance with the laws of Delaware), be and hereby are declared, distributable and payable, respectfully, on April 7, 1998 (or, if such day is not a day on which common stock of The Associates is traded on the New York Stock Exchange, then on the next day that it is traded on the New York Stock Exchange) to holders of record of said stock at the close of business on March 12, 1998; and that the Executive Vice President and Chief Financial Officer, the Vice President and Treasurer, and other appropriate officers of the Company, and each of them, be and hereby are authorized and directed to cause the same to be distributed and paid on the date specified. -6- -----END PRIVACY-ENHANCED MESSAGE-----