ex4_1.htm


    
      
        

      

      Exhibit
4.1

      


      


      TAX-EFFICIENT
SAVINGS PLAN

      FOR
HOURLY EMPLOYEES

      FORD
MOTOR COMPANY TAX-EFFICIENT

      SAVINGS
PLAN FOR HOURLY EMPLOYEES

      


      This Plan
has been established by the Company to enable employees to save and invest in a
systematic manner and to provide them with an opportunity to become stockholders
of the Company.

      


      The Plan
is intended to constitute a plan described in Section 404(c) of the Employee
Retirement Income Security Act, and Title 29 of the Code of Federal regulations
Section 2550.404c-1. The fiduciaries of the Plan may be relieved of the
liability for any losses which are the direct and necessary result of investment
instructions given by a participant or beneficiary.

      


      I.
Definitions

      As
hereinafter used:

      1.
“Account” shall mean, as appropriate, any one of a Member’s Tax-Efficient
Savings Account, After-Tax Savings Account, Catch-Up Contributions, rollover
contributions or any combination of such accounts and
contributions.

      2.
“After-Tax Savings Contributions” shall mean amounts contributed by an Employee
to the Plan from the Employee’s Wages, as provided in Paragraph IV
hereof.

      3.
“After-Tax Savings Account” shall mean an Account of a Member under the Plan to
which are credited After-Tax Contributions made by such Employee and Earnings
thereon.

      4. ‘‘Bond
Index Fund’’ shall mean that portion of the trust fund under the Plan consisting
of investments made by the Trustee in accordance with Subparagraph 3 of
Paragraph XIII hereof.

      5. ‘‘Bond
Index Fund Units’’ shall mean the measure of a member’s interest in the Bond
Fund as described in Subparagraph 3 of Paragraph XIII hereof.

      6. “Cash
value of assets” shall mean the value of the assets, expressed in dollars, in a
member’s account under any investment election under the Plan or the total
thereof, as the case may be, at the close of business on the date such cash
value is to be determined.

      7.
‘‘Catch-Up Contributions’’ shall mean amounts contributed by an Employee to the
Plan from the Employee’s paycheck as provided in Subparagraph 2 of Paragraph IV
hereof.

      8.
‘‘Code’’ shall mean the Internal Revenue Code of 1986, as amended.

      9.
‘‘Collective Bargaining Agreement’’ shall mean the Collective Bargaining
Agreement dated November 3, 2007 between the Company and the International
Union, United Automobile, Aerospace and Agricultural Implement Workers of
America, UAW.

      10.
‘‘Committee’’ shall mean the Committee created by the Company pursuant to the
provisions of Paragraph XX hereof.

      11.
‘‘Common Stock Index Fund’’ shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance with
Subparagraph 2 of Paragraph XIII hereof.

      12.
‘‘Common Stock Index Fund Units’’ shall mean the measure of a member’s interest
in the Common Stock Index Fund as described in Subparagraph 2 of Paragraph XIII
hereof.

      13.
‘‘Company’’ shall mean Ford Motor Company.

      14.
‘‘Company stock’’ shall mean Common Stock of the Company.

      15.
‘‘Composite Quotation Listing’’ shall mean a composite listing of market prices
of securities supplied by a reputable financial statistical service selected by
the Trustee, which listing includes the prices at which securities are traded on
national securities exchanges located in the United States.

      16.
‘‘Current market value’’ shall mean, with reference to Company stock, the
closing market price on the New York Stock Exchange on the day in question or,
if no sales were made on that date, at the closing market price on the next
preceding day on which sales were made.

      17.
‘‘Earnings’’, with reference to Tax-Efficient Savings Contributions, After-Tax
Savings Contributions, Catch-Up Contributions and any rollover contributions
shall mean earnings resulting from the investment and any reinvestment of such
contributions and any increment thereof and shall include interest, dividends
and other distributions on such investments.

      18.
‘‘Employee’’ shall mean each person who is employed at an hourly rate by a
Participating Company and is enrolled on the active employment rolls of such
Participating Company maintained in the United States.

      19.
‘‘ERISA’’ shall mean the Employee Retirement Income Security Act of 1974, as
amended.

    

    


    
      
        
           


        

        
          - 1
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      Exhibit
4.1

      


      


      20. “Ford
Stock Fund” shall mean that portion of the trust fund under the Plan consisting
of investments made by
the Trustee in accordance with Subparagraph 1 of Paragraph XIII
hereof.

      21. “Ford
Stock Fund Units” shall mean the measure of a member’s interest in the Ford
Stock Fund as described in Subparagraph 1 of Paragraph XIII hereof.

      22.
‘‘Interest Income Fund’’ shall mean that portion of the trust fund under the
Plan consisting of investments made by the Trustee in accordance with
Subparagraph 4 of Paragraph XIII hereof.

      23.
‘‘Interest Income Fund Manager’’ shall mean one or more persons or companies,
corporations, or other organizations
appointed by the Company to manage the assets of the Interest Income Fund. The
Trustee
may be designated an Interest Income Fund Manager by the Company.

      24.
"Investment Process Committee". shall mean the committee created by the Company
pursuant to the provisions of Article XX of the Plan.

      25.
Investment Process Oversight Committee. shall mean the committee created by the
Company pursuant to the provisions of Article XX of the
Plan.

      26.
‘‘Member’’ shall mean and include (a) an employee who shall have elected to
participate in the Plan and, in the
case of an employee of a Participating Company, shall have filed a Tax-Efficient
Savings agreement then outstanding under the Plan, and (b) a person who has
assets under the Plan.

      27.
‘‘Participating Company’’ shall mean and include the Company, AAI Employee
Services Company, LLC, 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.

      28.
‘‘Performance Bonus Payments’’ shall mean payments to Members pursuant to
Article IX, Section 2 (b)(1) of
the Collective Bargaining Agreement.

      29. Plan
Administrator. shall mean the Company, or such other person or committee of
persons designated
by the Company to administer the Plan on behalf of the Company, including a
person or
entity unrelated to the Company, hereinafter referred to as the third party plan
administrator.

    

    
      30.
‘‘Plan Year’’ shall mean, prior to the Plan Year beginning in December 1999, a
twelve-month period starting on the first day of the first pay period beginning
in a calendar year and ending on the last day of the last pay
period beginning in such calendar year. Notwithstanding the foregoing, the 1999
Plan Year shall end on
December 30, 1999. Thereafter, the Plan Year shall be a twelve-month period
beginning December 31 and ending
the following December 30. For the Plan Year beginning December 31, 2004, the
Plan Year shall be
a one-day period ending on December 31, 2004. Thereafter, the Plan Year shall be
a calendar year beginning January 1 and ending the following December
31.

      31.
‘‘Profit sharing distributions’’ shall mean amounts distributed to hourly
employees under profit sharing plans of
a Participating Company.

      32.
‘‘Subsidiary’’ or ‘‘Affiliate’’ shall mean (a) all corporations that are members
of a controlled group of corporations
within the meaning of Section 1563(a) of the Internal Revenue Code (determined
without regard to Section 1563(a)(4) and Section 1563(e)(3)(c) of the Internal
Revenue Code) and of which the Company is then a member and (b) all trades or
businesses, whether or not incorporated, that, under the regulations prescribed
by the Secretary of the Treasury pursuant to Section 414(c) of the Internal
Revenue Code, are then under common control
with the Company.

      33.
‘‘Tax-Efficient Savings account’’ shall mean an account of a member under the
Plan to which are credited
Tax-Efficient Savings Contributions on behalf of such employee and earnings
thereon.

      34.
‘‘Tax-Efficient Savings election’’ shall mean an agreement between an employee
and the Participating Company
to have the employee’s wages or profit sharing distributions reduced by an
amount specified by the
employee and to have an amount equal to such reduction contributed by the
Participating Company
to the Plan on behalf of the employee, pursuant to Section 401(k) of the
Internal Revenue Code and
Paragraph IV hereof.

      35.
‘‘Tax-Efficient Savings Contributions’’ shall mean amounts contributed by the
Company to the Plan on behalf of
an employee, pursuant to a Tax-Efficient Savings agreement, as provided in
Paragraph IV hereof.

      36.
‘‘Trustee’’ shall mean the trustee or trustees appointed by the Company pursuant
to the provisions of Paragraph XVI hereof.

      37.
‘‘Wages’’ shall mean the regular base pay for straight time hours, including
holiday pay and vacation pay (including
the related excused absence allowance), and incentive pay, bereavement pay, jury
duty pay, and
short-term military duty pay, and the straight time portion of any overtime
hours paid, up to a total of 40
hours in a week for all such payments, cost of living allowance applicable to
the foregoing, and Performance
Bonus Payments to which an employee of a Participating Company is entitled prior
to giving effect to
any Tax-Efficient Savings election. Performance Bonus payments shall qualify as
wages irrespective of the 40 hour maximum. Wages shall also include
contributions made on behalf of the Member that are not includible in the gross
income of the Member by reason of the application of Code Sections 125, 132(f),
129, or 402(e)(3).

    

    


    
      
        
           


        

        
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Exhibit
4.1


     

    ‘‘Wages’’
shall not include any other category of compensation (e.g., overtime premium
pay, Saturday and
Sunday premium pay, cost-of-living allowance not applicable to the foregoing,
call-in pay, shift premium
pay, seven-day premium pay, holiday premium pay, grievance awards, moving
allowances, supplemental
unemployment benefit payments under the Company’s Supplemental Unemployment
Benefit
Plan (including automatic short-week benefit payments), suggestion awards, tool
allowances, apprentice
training incentives, the cost to the Participating Company of providing Group
Life Insurance and Survivor Income Benefit coverages in excess of $50,000 (or
any other imputed income as may be designated by law), pension or retirement
plan payments, any Christmas bonus, or any other special
remuneration).

    


    In
addition, effective January 1, 1995, wages for purposes of determining the
amount of contributions that may
be made to the Plan by employees whose regularly scheduled hours are less than
40 hours as a result of
the establishment of a three-shift operation at the discretion of the Company
shall be determined by

    


    
      	
               
      

            	
              (i)

            	
              multiplying
      the excess of 40 hours over the regularly scheduled hours by a rate equal
      to the sum of the regular straight-time rate and the applicable
      cost-of-living allowance and

            


    

    
      	
               
      

            	
              (ii)

            	
              adding
      thereto straight-time pay and applicable cost-of-living allowance for
      hours worked, up to a total of 40 hours in a week for all such
      payments.

            


    

    


    For years
beginning after December 31, 1988, the annual compensation of each employee
taken into account for determining all benefits provided under the Plan for any
determination period shall not exceed the amount specified in Section 401(a)(17)
of the Internal Revenue Code.

    


    II.
Eligibility

    


    Except as
hereinafter provided, each employee of a Participating Company shall be eligible
for membership in the Plan and to make After-Tax Savings Contributions and to
have Tax-Efficient Savings Contributions made to the Plan three months after
such employee’s initial date of hire (eligibility date).

    


    The
Company may in its discretion determine, in the event of the acquisition by a
Participating Company (by purchase, merger or otherwise) of all or part of the
assets of another corporation, that the service of a person as an employee of
such other corporation shall be included in ascertaining whether he or she has
had such service as required above for eligibility, provided that he or she
shall have become an employee of a Participating Company in connection with such
acquisition.

    


    Leased
employees are not considered employees and are therefore excluded from
eligibility for membership in the Plan. The
term ‘‘leased employee’’ includes any person (other than an employee of the
Company) who pursuant to an
agreement between the Company and any other person (‘‘leasing organization’’)
has performed services for the
Company (or for the Company and related persons determined in accordance with
Section 414(n)(6) of the Internal Revenue Code) on a substantially full time
basis for a period of at least one year, and such services are performed under
primary direction or control by the Company. For purposes of this subparagraph,
the term Company shall include the Company and its subsidiaries.

    


    III.
Membership

    


    Membership
of any employee in the Plan shall be entirely voluntary except as otherwise
provided in Paragraph XXVI
hereof.

    


    An
eligible employee may elect membership in the Plan as of any pay period
commencing after such employee’s eligibility date or as of the date of any
profit sharing distribution by delivering a notice of election to participate
and a Tax-Efficient Savings election in accordance with Paragraph IV
hereunder.

    


    
      
        
           


        

        
          - 3
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    Exhibit
4.1

    


    


    A
newly-hired employee of a Participating Company may elect membership in the Plan
prior to the date on which such
employee would otherwise become eligible for membership in the Plan for the
limited purpose of making a rollover contribution to the Plan as hereinafter
provided.

    


    


    IV.
Contributions

    


    1.
Tax-Efficient Savings Contributions

    


    Each
eligible employee, by making a Tax-Efficient Savings election in such form and
in such manner and at such time as the Committee may prescribe, may elect to
have contributed to the Plan on his or her behalf

    (a) for
each pay period, a Tax-Efficient Savings Contribution in such amount as he or
she may authorize at a rate of not less than one percent nor more than twenty
(20) percent for the period following the first pay period after January 1, 1997
through the first pay period after January 1, 1998, twenty-five (25) percent
through March 31, 2002, forty (40) percent from April 1, 2002 through the end of
the pay period including March 31, 2004, and fifty (50) percent following the
first pay period after April 1, 2004 and thereafter in increments of one
percent, of his or her wages for such pay period, such amounts to be rounded
down to the nearest cent, and

    (b) for
each profit sharing distribution, a Tax-Efficient Savings Contribution in such
amount as he or she may authorize at a rate of not less than one percent nor
more than 100 percent, in increments of one percent, of such profit sharing
distribution.

    Subject
to the foregoing provisions of this paragraph IV, the rate of Tax-Efficient
Savings Contributions with respect to wages authorized by the employee may be
decreased, increased or stopped by him or her by delivering notice of such
change in such form and in such manner and at such time as the Committee shall
specify. If an employee shall become ineligible to have Tax-Efficient Savings
Contributions made to the Plan, his or her Tax-Efficient Savings election shall
terminate forthwith. If the Tax-Efficient Savings election of an employee shall
terminate
for any reason, the employee thereafter may, subject to the eligibility
provisions of the Plan, resume the making of Tax-Efficient Savings Contributions
to the Plan, as of the first day of any pay period by giving notice in such form
and in such manner and at such time as the Committee shall specify.

    


    The
Company shall contribute to the Plan each pay period, out of current or
accumulated earnings and profits,
an amount equal to the aggregate of the amounts of Tax-Efficient Savings
Contributions to be contributed
by the Company on behalf of employees pursuant to such employees’ elections
under Tax- Efficient
Savings agreements with respect to such pay period.

    


    2.
Catch-Up Contributions

    


    For Plan
Years commencing December 31, 2001 and thereafter, all members who are eligible
to make Tax-Efficient Savings Contributions and who have attained age 50 before
the close of the Plan Year shall be eligible to make Catch-Up Contributions in
accordance with, and subject to the limitations of Section 414(v) of the Code.
Such Catch-Up Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Section 402(g)
and 415 of the Code. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Section 401(k)(3),
401(k)(11), 401(k) (12), 410(b) or 416 of the Code, as applicable, by reason of
the making of such Catch-Up Contributions. Each eligible employee, by delivering
notice in such form and in such manner and at such time as the Committee shall
specify, may elect to have Company contributions allocated on his or her behalf
as Catch-Up Contributions for each pay period not in excess of fifty (50)
percent of his or her wage for such pay period designated in whole percentage
amount of wage.

    


    The rate
of Catch-Up Contributions with respect to wages authorized by the employee may
be decreased, increased or stopped by him or her by delivering notice of such
change in such form and in such manner and at such time as the Committee shall
specify. If the Catch-Up Contribution election of an employee shall terminate
for any reasons, the employee thereafter may, subject to the eligibility
provisions of the Plan, resume the making of Catch-Up Contributions to the
Plan.

    


    
      
        
           


        

        
          - 4
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    Exhibit
4.1

    


    


    3.
After-Tax Savings Contributions

    


    Beginning
January 1, 2000, or as soon as practicable thereafter, in lieu of all or part of
the contributions an employee may authorize in accordance with Subparagraph 1 of
Paragraph IV, an employee may elect in the manner prescribed by the Committee to
contribute an equivalent amount to the Plan on an after-tax basis. Such
contributions shall be allocated to the employee’s After-Tax Savings
Account.

    


    The
Committee may require employees of a Participating Company who elect to make
After-Tax Savings Contributions to the Plan to contribute by payroll deductions
or by such other method as the Committee may designate. If the Committee shall
designate a method other than payroll deductions, the Committee shall adopt
rules applying, as nearly as practicable, the provisions of this Paragraph IV
relating to payroll deductions to such method of making After-Tax Savings
Contributions.

    


    4.
Limitation on Contributions

    


    (a)
Definitions. As hereinafter used in this Paragraph IV:

    


    ‘‘Average
Tax-Efficient Savings Contribution percentage’’ means the average of the
Tax-Efficient Savings Contribution percentages of the eligible employees in a
group.

    


    ‘‘Tax-Efficient
Savings Contribution percentage’’ means the ratio (expressed as a percentage) of
Tax-Efficient Savings Contributions under the Plan on behalf of the eligible
employee for the year to the eligible employee’s compensation for the year.
‘‘Compensation’’ for this purpose means compensation paid by the Company to the
employee during the year which is required to be reported as wages on the
employee’s Form W-2, plus Tax-Efficient Savings Contributions. The determination
of the Tax-Efficient Savings Contribution percentage and the treatment of
Tax-Efficient Savings Contributions shall satisfy such other requirements as may
be prescribed by the Secretary of the Treasury pursuant to the Internal Revenue
Code.

    


    The
Tax-Efficient Savings Contribution percentage for any eligible employee who is a
highly compensated employee for the year and who is eligible to have
Tax-Efficient Savings Contributions allocated to his or her account under two or
more plans described in Section 40l(a) of the Internal Revenue Code or
arrangements described in Section 40l(k) of the Internal Revenue Code that are
maintained by the Company or an Affiliate shall be determined as if all such
contributions were made under a single plan.

    


    “Average
After-Tax Contribution percentage” means the average of the After-Tax Savings
Contribution percentages of the eligible employees in a group.

    


    “After-Tax
Contribution percentage” means the ratio (expressed as a percentage) of
After-Tax Savings Contributions under the Plan on behalf of the eligible
employee for the year to the eligible employee’s compensation for the
year.  “Compensation” for this purpose means compensation paid by the
Company to the employee during the year which is required to be reported as
wages on the employee’s Form W-2, plus Tax-Efficient Savings Contributions. The
determination of the After-Tax Contribution percentage and the treatment of
After-Tax Savings Contributions shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury pursuant to the Internal Revenue
Code. The After-Tax Contribution Percentage for any eligible employee who is a
highly compensated employee for the year and who is eligible to make After-Tax
Savings Contributions to his or her accounts under two or more plans described
in Section 401(a) of the Internal Revenue Code or arrangements described in
Section 401(m) of the Internal Revenue Code that are maintained by the Company
or an Affiliate shall be determined as if all such contributions were made under
a single plan.

    


    The term
‘‘highly compensated employee’’ includes highly compensated active employees and
highly compensated former employees. A highly compensated active employee
includes any employee who performs service for the Company and who (i) was a 5
percent owner at any time during the look-back year or determination year, which
terms are defined below, or (ii) for the look-back year, received compensation
from the Company in excess of $80,000 (as adjusted pursuant to the Internal
Revenue Code).

    


    
      
        
           


        

        
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    Exhibit
4.1

    


    


    For this
purpose, the determination year shall be the Plan Year. The look-back year shall
be the twelve-month period immediately preceding the determination
year.

    


    A highly
compensated former employee includes any employee who separated from service (or
was deemed to have separated) prior to the determination year, performs no
service for the Company during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee’s 55th birthday.

    


    The
determination of who is a highly compensated employee, including the
determinations of the number and identity of employees in the top-paid group,
and the compensation that is considered, will be made in accordance with Section
414(q) of the Internal Revenue Code and the regulations thereunder. For this
purpose, for the Plan Year beginning in 1997, ‘‘compensation’’ shall mean
compensation within the meaning of Section 415(c)(3) of the Internal Revenue
Code determined without regard to Section 402(e)(3) and 402(h)(l)(B) of the
Internal Revenue Code, and for Plan Years beginning after January 1, 1998, shall
mean compensation as defined in Section 415(c)(3) of the Internal Revenue
Code.   For limitation years beginning on and after January 1,
2001, for purposes of applying the limitations described in Article XXV of the
Plan, compensation paid or made available during such limitation years shall
include elective  amounts that are not includible in the gross income
of the employee by reason of Section 132(f) (4) of the Code.

    


    (b)
Limits on Tax-Efficient Savings Contributions

    


    The total
amount of Tax-Efficient Savings Contributions allowable under Tax-Efficient
Savings elections for any employee for any year beginning on or after January l,
l988 shall not exceed the lesser of 1) prior to January 1, 2000, $7,000
multiplied by the cost-of-living adjustment factor prescribed by the Secretary
of the Treasury under Section 4l5(d) of the Internal Revenue Code and after
January 1, 2000, the maximum allowed by Sections 401(a) (30) and 402(g) of the
Code as from time to time in effect or as provided by any successor provisions;
or 2) twenty (20) percent for the period following the first pay period after
January 1, 1997 through the first pay period after January 1, 1998, twenty-five
(25) percent through March 31, 2002, forty (40) percent from April 1, 2002
through the end of the pay period including March 31, 2004, and fifty (50)
percent following the first pay period after April 1, 2004 and thereafter of the
employee’s wages for that year plus 100 percent of the profit sharing
distributions payable to the employee during that year.

    


    (c)
Limitations on Tax-Efficient Savings Contributions Applicable to Highly
Compensated Employees

    


    For each
employee who is a highly compensated employee for the year the total amount of
Tax- Efficient
Savings Contributions available shall not exceed the percent of the employee’s
wages and
profit sharing distributions for the year determined as follows. There first
shall be determined, under the following table, an average allowable
tax-efficient savings percentage, for the eligible employees who are not highly
compensated employees for the year as a group.

    
 

    
      
        	
                If
      the average of the actual Tax-Efficient
      Savings Contribution
      percentages of eligible
      employees who are not
      highly compensated employees
      for the preceding Plan
      Year (or if the Company amends
      the Plan to elect the Current
      Plan year) is*:

              	 	
                The
      allowable average Tax-Efficient
      Savings Contribution
      percentage for
      eligible employees who
      are highly compensated
      employees shall
      not exceed:

                 

              
	 
      	 
      	 	 
      	 
      
	
                (a)

              	
                2%
      or less

              	 	
                (a)

              	
                2.0
      times the average of
      the actual tax-efficient savings
      percentages for eligible
      employees who are not
      highly compensated employees.

              


      


      
        
           


        

        
          - 6
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      Exhibit
4.1

      


      


      
        	
                (b)

              	
                over
      2% but not more than
      8%

              	 	
                (b)

              	
                2.0
      percentage points added
      to the average of the
      actual tax-efficient sav-ings
      percentages for eligible employees
      who are not highly
      compensated employees.

              
	 
      	 
      	 	 
      	 
      
	
                (c)

              	
                more
      than 8%

              	 	
                (c)

              	
                1.25
      times the average of the
      tax-efficient savings percentages
      for eligible employees
      who are not highly compensated
      employees or, in
      any case, such lesser amount as
      the Secretary of the Treasury shall
      prescribe to prevent the
      multiple use of parts (a) and (b)
      of this limitation with respect
      to any highly com-pensated
      employee.  Notwith-standing
      the above, the multiple use
      test described in Treasury Regulations
      Section 1.401(m)-2
      shall not apply for Plan
      Years beginning after December
      31, 2001.

              


      

      


      
        *Effective
for Plan Years beginning after December 31, 2004, the Plan was amended to elect
the current Plan Year.

      

       

      (d)
Limitations on After-Tax Savings Contributions Applicable to Highly Compensated
Employees

      


      The
After-Tax Contribution percentage of any eligible employee who is a highly
compensated employee for the year shall be limited to the extent required under
the following tables:

      


      After-Tax
Contribution Percentage Limitation

      


      
        	
                If
      the average of the After-Tax Contribution
      percentage of eligible
      employees who are not highly
      compensated employees for the
      preceding Plan Year (or if the
      Company amends the Plan to elect
      the current Plan Year) is*:

              	 	
                The
      allowable average After-Tax Contribution
      percentage for the current Plan
      Year for eligible employees who are
      highly compensated employees shall not
      exceed:

              
	 
      	 
      	 	 
      	 
      
	
                (a)

              	
                2%
      or less

              	 	
                (a)

              	
                2.0
      times the average of the actual After-Tax
      Contribution percentages for
      eligible employees who are not highly
      compensated employees.

              
	 
      	 
      	 	 
      	 
      
	
                (b)

              	
                over
      2% but not more than 8%

              	 	
                (b)

              	
                2.0
      percentage points added to the average of the actual After-Tax
      Contribution percentage for eligible employees who are not highly
      compensated employees

              


      


      
        
           


        

        
          - 7
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      Exhibit
4.1

      


      


      
        	
                (c)

              	
                more
      than 8%

              	 	
                (c)

              	
                1.25
      multiplied by the average After-Tax Contribution percentage for eligible
      employees who are not highly compensated employees or, in any
      case, such lesser amount as the Secretary
      of the Treasury shall prescribe to
      prevent the multiple use of parts (a)
      and (b) of this limitation with respect to
      any highly compensated employee.  Notwithstanding the above, the
      multiple use
      test described in Treasury Regulation
      Section 1.401(m)-2 shall not apply
      for Plan Years beginning after December
      31, 2001.

              


      

       

      *Effective
for Plan Years beginning after December 31, 2004, the Plan was amended to elect
the  current Plan Year.

      


      (e)
Committee Actions to Limit Contributions

      


      The
Committee shall, to the extent necessary to conform to the foregoing
limitations, reduce the amounts of allowable After-Tax Savings Contributions and
Tax Efficient Savings Contributions, respectively, for the year with respect to
any or all eligible employees who are highly compensated employees. Any such
reductions by the Committee
shall be made in such manner as the Committee from time to time may prescribe.
For purposes of this section, the Plan shall satisfy the requirements of
Sections 401(k)(3) and 401(m) of the Code and Treas. Reg. Sections 1.401(k)1(b)
and 1.401(m)-1.

      


      5. Return
of Contributions in Excess of Limitations

      


      Subject
to such regulations as the Committee from time to time may prescribe, a member
whose Tax-Efficient Savings Contributions to this Plan and similar contributions
to all other plans in which the member is a participant exceed the limit of
$7,000 multiplied by the cost-of-living adjustment factor prescribed by the
Secretary of the Treasury for any year may request and receive return of such
excess Tax-Efficient Savings Contributions to this Plan for such year and
earnings thereon by submitting a request for return of such excess in this Plan
to the Committee in such form as shall be acceptable to the Committee. Such
amounts shall be returned to such member no later than April l5, l989, and each
April l5 thereafter, to members who submit such requests to the Committee no
later than the immediately preceding March l.

      


      Tax-Efficient
Savings Contributions and earnings thereon in excess of the limitations in this
Paragraph IV applicable to such contributions by employees shall be returned to
members on whose behalf such contributions were made for the preceding Plan Year
at such times and upon such terms as the Committee shall prescribe. Income on
excess contributions shall be allocated in the same manner that income is
allocated to members’ accounts during the plan year, and such method will be
used consistently for all affected members. Notwithstanding the foregoing
provisions of this paragraph, for years beginning after December 31, 1996 excess
Tax-Efficient Savings Contributions and earnings thereon shall be returned on
the basis of the amount of contributions by or on behalf of members as provided
in Sections 401(k)(8)(c) of the Code.

      


      6.
Rollover Contributions

      


      A
newly-hired employee of a Participating Company who elects membership in the
Plan in accordance with
Paragraph III may make a rollover contribution, as permitted under Section
402(a)(5) of the Internal Revenue
Code, to the Plan in cash in an amount not exceeding the total amount of taxable
proceeds distributed
to such employee by a similar qualified plan maintained by his or her
immediately preceding former
employer. The rollover contribution must be made by the employee within 60 days
following the receipt
by the employee of such distribution from such former employer’s plan. Rollover
contributions shall be
invested in accordance with the provisions of Paragraph VII as the employee
shall elect.


      
        
           


        

        
          - 8
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      Effective
January 1, 2002, the Plan will accept the following types of rollover
contributions:

      


      (a)
Direct Rollovers of eligible rollover distributions from a qualified plan
described in Sections 401(a) or 403(a) of the Code, including after-tax employee
contributions; an annuity contract described in Section 403(b) of the Code,
excluding after-tax employee contributions; and an eligible plan under Section
457(b) of the Code which is maintained by a state, political subdivision of a
state or any agency or instrumentality of a state or political subdivision of a
state.

      


      (b)
Member Rollover Contributions of an eligible rollover distribution from a
qualified plan described in Sections 401(a) or 403(a) of the Code; an annuity
contract described in Section 403(b) of the Code; and an eligible plan under
Section 457(b) of the Code which is maintained by a state, political subdivision
of a state, or agency or instrumentality of a state or political subdivision of
a state.

      


      (c)
Member Rollover Contributions of the portion of a distribution from an
individual retirement account or annuity described in Sections 408(a) or 408(b)
of the Code that is eligible to be rolled over and would otherwise be includible
in gross income.

      


      7.
Contributions Following Service in a Uniformed Service

      


      A member
of the Plan who is reinstated following qualified military service, as defined
in the Uniformed Services Employment and Reemployment Rights Act, may elect to
have contributions made to the Plan from such member’s wages paid following such
qualified military service that shall be attributable to the period
contributions were not otherwise permitted due to military service. Such
additional contributions shall be based on the amount of wages and profit
sharing that the member would have received but for military service and shall
be subject to the provisions of the Plan in effect during the applicable period
of military service. Such contributions shall be made during the period
beginning upon reemployment following military service and ending at the lesser
of (i) five years or (ii) the member’s period of military service multiplied by
three. Such additional contributions shall not be taken into account in the year
in which they are made for purposes of any limitation or requirement identified
in Section 414(u)(1) of the Internal Revenue Code provided, however, that such
contributions, when added to contributions previously made, shall not exceed the
applicable limits in effect during the period of military service if the member
had continued to be employed by the Company during such period. Further,
payments on any loan or loans outstanding during the period of military service
shall be extended for a period of time equal to the period of qualified military
service.

      


      8.
Recovery of Contributions

      


      The
Company may recover, without interest, the amount of its contributions made on
account of a mistake in fact, provided that such recovery is made within one
year after the date of such contribution. Any recovery by the Company of its
contributions to the Plan shall not exceed the value at the time of recovery of
assets acquired with the Company’s contributions and earnings
thereon.

      


      In the
event the deduction of the contribution made by the Company is disallowed under
Section 404 of the Internal Revenue Code, such contribution (to the extent
disallowed) must be returned to the Company within one year of the disallowance
of the deduction.

      


      V.
Member’s Account in Trust Fund

      


      As soon
as practicable after each pay period but in any event not later than 15 days
after the month of payment of wages
for such pay period, the Company shall pay to the Trustee (a) the Tax-Efficient
Savings, After-Tax Savings
and Catch-Up Contributions for such period, and (b) the amounts of payments by
members with respect to loans
and interest thereon pursuant to Paragraph XI hereof. Upon receipt of such
payments by the Trustee, the
aggregate amount of such payments (and earnings thereon, as from time to time
received by the Trustee) shall be
credited to the respective accounts of the members, and the Trustee shall hold,
invest and dispose of the same as provided in the Plan.


      
        
           


        

        
          - 9
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      The
corpus or income of the trust may not be diverted to or used for any purpose
other than the exclusive benefit of the members or their
beneficiaries.

      


      VI.
Vesting

      


      The
assets credited to a member’s account shall be fully vested and no portion of
such account shall be subject to forfeiture for any reason
whatsoever.

      


      VII.
Member’s Election as to Investment of Funds

      


      Tax-Efficient
Savings (including Catch-Up Contributions) and After-Tax Savings Contributions
made on behalf of
a member shall be invested as the member shall elect in one or more of the Ford
Stock Fund, the Common Stock Index Fund, the Bond Index Fund, the Interest
Income Fund, and any of the Additional Mutual Funds and Non-Mutual Funds listed
in Appendix A, provided that the amount contributed to any investment election
shall be at least five percent of the amount contributed; contributions in
excess of five percent shall be made in increments of one percent.

      


      A
complete description of each of the Additional Mutual Funds listed in Appendix A
is provided in the prospectus for each Fund. Members should request and read the
prospectus prior to making a decision regarding investing in a particular fund.
A prospectus will be delivered promptly to any employee upon
request.

      


      The
Investment Process Committee may, in its discretion, make recommendations to the
Investment Process Oversight Committee for approval of: additions to, deletions
from or replacements for any of the Additional Mutual Funds and Non-Mutual Funds
listed in Appendix A, as described in Article XX.

      


      A
Member’s investment election hereunder shall be confirmed on his or her
Confirmation Statement. Each investment election hereunder with respect to wages
shall remain in effect until changed by the Member, and may be changed effective
for any pay period in respect of Tax-Efficient Savings and After-Tax Savings
Contributions made thereafter by delivering a notice in such form and in such
manner and at such time as the Committee shall specify. Profit sharing
distributions that Members elect to have contributed to the Plan shall be
invested in accordance with a Member’s election in effect with respect to weekly
wages at the time profit sharing distributions are contributed to the Plan or,
if the Member does not have in effect such an election with respect to weekly
wages, in accordance with the Member’s latest election or, in the absence of any
such election, in the Interest Income Fund.

      


      VIII.
Transfer of Assets to Other Investment Elections

      


      Any
member may elect, at such times, in such manner, to such extent and with respect
to such assets as the Committee from time to time may determine, to have the
value of all or part of the assets invested in any investment election under the
Plan in such member’s account transferred by being invested in such account in
such other of the ways in which After-Tax Savings Contributions and
Tax-Efficient Savings Contributions (including Catch-Up Contributions) may be
invested pursuant to this Paragraph VIII as the member shall elect; provided,
however, that:

      


      (a) a
member may make one (1) or more such transfer elections each business
day;

      (b) a
member may make such transfer elections in either a dollar amount, share/unit or
a percentage of the amount invested in such investment election from which such
transfer is elected, in increments of one percent, provided that the amount
transferred is at least the greater of five percent of the value of the assets
in the investment election from which transfer is elected or $250.00, or, if the
amount invested in the investment election from which transfer is elected is
less than $250.00, the entire value of the assets invested in the investment
election from which transfer is elected; and

      (c) all
such transfer elections shall be subject to such other regulations as the
Committee may prescribe, which may specify, among other things, application
procedures, minimum and maximum amounts that may be transferred, procedures for
determining the value of assets, the subject of a transfer election and other
matters which may include conditions or restrictions applicable to transfer
elections.


      
        
           


        

        
          - 10
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      IX.
Investment of Dividends, Interest, Etc.

      


      Cash
dividends, interest, and the cash proceeds of any other distribution in respect
of any investment funds available under this Plan, shall be invested in the
respective Funds giving rise to the same; except that, commencing with respect
to Company stock with the dividend payable in the third quarter of 1996, all or
a portion of cash dividends paid on Company stock held in the Ford Stock Fund
that have not been in the Plan continuously since January 1, 1989 shall be
distributed in accordance with the provisions of Paragraph X to members who have
elected to invest in the Ford Stock Fund unless such members elect not to
receive such dividends. Cash dividends on Company stock in the Ford Stock Fund
that are not distributed to members shall be invested on behalf of the members
entitled thereto in the Ford Stock Fund through the purchase of additional Ford
Stock Fund Units.

      


      X.
Distribution of Assets

      


      Distribution
of all assets in a Member’s account shall be governed by the following
provisions:

      


      1.
Termination of Employment

      


      In the
case of a Member’s termination of employment for any reason (whether voluntary
or by discharge, with or without cause), the cash value of assets in his or her
account shall be delivered to the Member as soon as practicable after the
earliest of the following:

      


      (i)
Receipt of a request for distribution made by the Member at or after termination
of employment in accordance with the provisions of Paragraph XII,

      


      (ii) In
the case of a Member who has terminated employment, attained age sixty-five
(65), and requested a distribution of the cash value of the assets in his or her
account, provided that the request for distribution is received by the end of
the Plan Year in which the Member attains age sixty-five (65), the distribution
shall be made no later than the 60th day after the close of the Plan Year in
which such Member attains age sixty-five (65),

      


      (iii)Attainment
of age seventy and one half (70-1/2) on or after January 1, 1988 in which event
distribution of the cash value of assets in his or her account shall begin not
later than April 1 of the calendar year following the calendar year in which the
Member attains age seventy and one half (70-1/2) and shall be made over a period
of fifteen (15) years or, if the Member so elects, over the life of the Member
or the lives of the Member and the Member’s beneficiary under the Plan
(including the Member’s spouse) in accordance with Section 401(a) (9) of the
Internal Revenue Code and with regulations prescribed by the Secretary of the
Treasury thereunder and subject to such regulations as the Committee may
prescribe.

      


      Distributions
for calendar years 2001 and 2002 will be made in accordance with Section 401(a)
(9) 2001
Proposed Regulations, including the incidental death benefit requirements of the
Code
Section 401(a) (9) (G).

      


      Effective
January 1, 2003, all distributions made with respect to a Member who has
attained age 70 1/2 shall be made in accordance with the regulations prescribed
by the Secretary of the Treasury under Section 401(a) (9) Final and Temporary
Regulations of the Code, including the minimum distribution incidental death
benefit requirements of Code Section 401(a) (9)(G), and subject to such
regulations as the Committee may prescribe. The distribution provisions under
Section 401(a) (9) Final and Temporary Regulations override any inconsistent
distribution options in the Plan included herein. Notwithstanding the
immediately preceding sentence, a Member may at anytime elect a distribution
under Article XII of the Plan.

      


      (a)
Required Beginning Date. The Member’s entire interest will be distributed, or
begin to be distributed to the Member no later than the member’s Required
Beginning Date as defined in Subsection 3(b).

      (b)
Amount of Required Minimum Distribution for Each Distribution Calendar Year.
During the Member’s lifetime, the minimum amount that will be distributed for
each distribution calendar year (as defined in Subsection 3(b)) is the lesser
of:


      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      (i) the
quotient obtained by dividing the Member’s account balance by the distribution
period in the Uniform Lifetime Table set forth in Section 1.401(a) (9)-9 of the
Treasury Regulations, using the Member’s age as of the Member’s birthday in the
Distribution Calendar Year; or

      (ii) if
the Member’s sole designated beneficiary for the distribution calendar year is
the member’s spouse, the quotient obtained by dividing the Member’s account
balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Member’s and spouse’s
attained ages as of the Member’s and spouse’s birthdays in the Distribution
Calendar Year.

      (c)
Lifetime Required Minimum Distributions Continue Through Year of Member’s Death.
Required minimum distributions will be determined under this subsection
beginning with the first Distribution Calendar Year and up to and including the
Distribution Calendar Year that includes the Member’s date of
death.

      (iv)Prior
to January 1, 2008, for accounts established on or after October 1, 1995, at
termination of employment if the value of the account is less than $3,500
(determined within 90 days after termination) and was less than $3,500 on the
effective date of any prior withdrawal or distribution from such member’s
account.

      


      Effective
January 1, 2008, after termination of employment if the value of the account is
less than
$3,500 (determined within 90 days after termination) without regard to when the
account was established or the value of the account on the effective date of any
prior withdrawal or distribution.

      


      Effective
January 1, 2004, rollover amounts will not be considered when determining this
involuntary distribution. Effective
for distributions paid pursuant to this paragraph on or after March 28, 2005
that are in excess of $1,000, if the Member does not elect to have such
distribution paid directly to an eligible retirement plan specified by the
Member in a direct rollover or to receive the distribution directly, then the
Plan will pay the distribution in a direct rollover to an individual retirement
plan designated under the authority provided for in Sections XX and XXI of the
Plan.

      


      2.
Dividends on Company stock in the Ford Stock Fund

      


      All or a
portion of cash dividends paid on shares of Company stock in the Ford Stock Fund
that have not been in the Plan continuously since January 1, 1989 shall be
distributed proportionately to Members who have assets in the Ford Stock Fund on
the dividend record date and do not reject such distribution.

      


      The
amount of such dividends that shall be distributed to Members who do not reject
distribution shall equal the lesser of (i) the total of such dividends, or (ii)
the total amount of dividends paid on all shares held in the Ford Stock Fund
multiplied by the ratio of the number of Ford Stock Fund units in the accounts
of Members who do not reject such distribution to the number of Ford Stock Fund
units in the accounts of all Members, such determination to be made as of the
dividend record date. The amount of such dividends that shall be distributed to
each Member who has not rejected such distribution shall be equal to the total
amount of dividends to be distributed multiplied by the ratio of the number of
Ford Stock Fund units in the account of such Member to the total number of Ford
Stock Fund units in the accounts of all Members who have not rejected such
distribution, all determined as of the end of each business day that is a
trading day of the New York Stock Exchange.

      


      For
dividends paid after January 1, 2002, Members shall have the right to receive
such dividends from the Plan. It shall be presumed that such dividends will be
reinvested in the Plan unless the Member elects otherwise.

      


      The
committee shall from time to time determine the manner in which Members shall be
provided an opportunity to reject distribution of Company stock dividends or to
change a prior election with respect to distribution. Distribution
of such dividends shall be made as soon as practicable after receipt of such
dividends by the Trustee.

      


      A Member
to whom such dividends would otherwise be distributed may reject such
distribution in such manner and at such time as the Committee shall
determine.


      
        
           


        

        
          - 12
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      Exhibit
4.1

      


      


      3. Death
of a Member

      


      In the
event of death of a member, distribution shall be made to such Member’s
beneficiaries hereunder as soon as practicable after notice of such Member’s
death is received by the Company.

      


      Notwithstanding
the provisions of the immediately preceding sentence, effective January 1, 2000,
or as soon as is administratively feasible thereafter, (a) if a Member’s
beneficiary is the member’s surviving spouse, if the member has elected a
distribution schedule which had commenced by the Member’s date of death, the
Member’s account shall continue to be paid to the surviving spouse pursuant to
such schedule or, at the spouse’s election at any time, in a lump sum, and (b)
if distribution of the Member’s account has not commenced as of the member’s
date of death, the surviving spouse shall, for purposes of the distribution
requirements and options under the Plan, be deemed a Member; except that the
surviving spouse shall be deemed to attain age seventy and one-half (70-1/2) on
the date the Member would have attained such age.

      


      Effective
January 1, 2003, all distributions made in the event of the death of a member
shall be made in accordance with the regulations prescribed by the Secretary of
the Treasury under Section 401(a) (9) Final and Temporary Regulations of the
Code included herein, and subject to such regulations as the Committee may
prescribe. The distribution provisions under Section 401(a) (9) Final and
Temporary Regulations override any inconsistent distribution options in the Plan
included herein.

      


      (a) Time
and Manner of Distribution in the event of the death of a Member before
distributions begin. If the Member dies before distributions begin, the cash
value of the Member’s account will be distributed, or begin to be distributed,
no later than as follows:

      (i) If
the Member’s surviving spouse is the sole designated beneficiary, then, except
as provided in this Section, distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year in
which the member died, or by December 31 of the calendar year in which the
member would have attained age 701/2, if later.

      (ii) If
the Member’s surviving spouse is not the Member’s sole designated beneficiary,
the cash value of the member’s account balance will be distributed to the
designated beneficiary by December 31 of the calendar year containing the fifth
(5th) anniversary of the member’s death.

      (iii) If
there is no designated beneficiary as of September 30 of the year following the
year of the member’s death, the cash value of the Member’s account balance will
be distributed to the member’s estate by December 31 of the calendar year
containing the fifth (5th) anniversary of the member’s death.

      (iv) If
the Member’s surviving spouse is the member’s sole designated beneficiary and
the surviving spouse dies after the Member but before distributions to the
surviving spouse begin, the cash value of the Member’s account balance will be
made to the surviving spouse’s estate.

      


      (b)
Definitions: For purposes of this Section, the following terms shall have the
following meanings:

      (i)
Designated beneficiary. The individual who is designated as the beneficiary
under Section XXIV of the Plan and is the designated beneficiary under Section
401(a) (9) of the Internal Revenue Code and Section 1.401(a) (9)-1, Q&A-4,
of Treasury regulations.

      


      (ii)
Distribution Calendar year. A calendar year for which a minimum distribution is
required. For distributions beginning before the member’s death, the first
Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the member’s Required Beginning Date. For
distributions beginning after the member’s death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
under this Section of the Plan. The required minimum distribution for the
member’s first Distribution Calendar Year will be made on or before the member’s
Required Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum distribution for the
Distribution Calendar Year in which the member’s Required Beginning Date occurs,
will be made on or before December 31 of that Distribution Calendar
Year.

      


      (iii)
Life expectancy. Life expectancy is computed by use of the Single Life Table in
Section 1.401(a)(9)-9 of the Treasury Regulations.


      
        
           


        

        
          - 13
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      Exhibit
4.1

      


      


      (iv)
Member’s Account Balance. The account balance as of the last valuation date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. The account
balance for the valuation calendar year includes any amounts rolled over or
transferred to the Plan either in the valuation calendar year or in the
Distribution Calendar Year if distributed or transferred in the valuation
calendar year.

      


      (v)
Required Beginning Date. April 1 of the calendar year following the later of:
(a) the calendar year in which
the employee attains age 701/2 or (b) the calendar year in which the employee
retires, except as
provided in Section 409(d) of the Code, in the case of an employee who is a
5-percent owner (as defined in Section 416) with respect to the Plan Year ending
in the calendar year in which the employee attains age 701/2.

      


      4.
Miscellaneous

      


      For
purposes of any distribution of assets in a member’s account pursuant to this
Paragraph X, the cash value of assets in his or her account shall be reduced by
the balance of any loan made to such Member as provided in Paragraph XI hereof
and interest thereon that is unpaid at the effective date of such
distribution.

      


      Subject
to the provisions of Paragraph XVII hereof, and subject to such regulations as
the Committee from time to time may prescribe, a member receiving a distribution
pursuant to this Paragraph X may direct the Trustee to make distribution of the
cash value of assets in such Member’s Ford Stock Fund account in the form of
whole shares of Company stock and cash for any fraction of a share, such
distribution to be at a price per share equal to the current
market value of Company stock on the effective date of the distribution. The
Member so directing the Trustee shall pay all applicable transfer taxes incident
to the distribution of such shares by the Trustee, and the amount thereof may be
deducted from the payment made by the Trustee to the Member.

      


      Assets
held for the benefit of an alternate payee pursuant to a qualified domestic
relations order as defined by Section 414(p) of the Internal Revenue Code of
1986 and Section 206(d) of ERISA shall be distributed prior to the date on which
assets would be distributed to a Member if such order so requires provided that
such order requires distribution of all assets held for the benefit of such
alternate payee.

      


      In the
event that distribution to a Member or his or her beneficiary or beneficiaries
cannot be made because the identity or location of such member or such
beneficiary or beneficiaries cannot be determined after reasonable efforts and
if the assets in such Member’s account for that reason remain undistributed for
a period of one year, the Committee may direct that the assets in such Member’s
account shall be forfeited and all liability for the payment thereof
shall terminate provided, however, that in the event that the identity or
location of the member or beneficiary is subsequently determined, the value of
the assets in such Member’s account at the date of forfeiture shall be paid by
the Company to such person in a single sum. The value of the assets so forfeited
shall be applied, as soon as practicable, to reimburse the Company for its
expense in administering the Plan. For such purposes, the value of the
assets in
such member’s account shall be determined as of the date of the
forfeiture.

      


      5.
Rollovers

      


      A Member
who would otherwise receive a distribution may elect to have the Trustee
transfer directly to an Individual Retirement Account (‘‘IRA’’) of the Member or
to another employer’s plan in which the Member is a participant all or part of
the assets included in the distribution, including Company stock, except (i) a
distribution required to be made to a Member who has attained age seventy and
one-half (70 1/2) to satisfy the minimum distribution requirements of Section
401(a)(9) of the Internal Revenue Code, (ii) the portion of the distribution
that
constitutes a return of the Member’s after-tax contributions that were
transferred from the Tax Reduction Act Stock Ownership Plan for Hourly Employees
when that Plan was terminated in 1989, (iii) effective for calendar years
beginning January 1, 1999, an eligible rollover distribution described in Code
Section 402(c) (4), which the participant can elect to roll over to another plan
pursuant to Code Section 401(a) (31), excludes hardship withdrawals as defined
in Code Section 401(k) (2) (B) (i) (IV), which are attributable to the Member’s
elective contributions
under Treasury Reg. Section 1.401(k)-1 (d) (2) (ii), or (iv) effective January
1, 2002, any amount that is distributed on account of hardship shall not be an
eligible rollover distribution and the distributee may not elect to have any
portion of such a distribution paid directly to an eligible retirement plan. Any
transfer shall be subject to such regulations as the Committee from time to time
may prescribe. The member shall designate the IRA or other
employer’s plan to which assets are to be transferred and transfer shall be made
subject to acceptance by the transferee plan or IRA.


      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      Effective
January 1, 2002:

      (a)
Modification of definition of eligible retirement plan. For purposes of the
direct rollover provisions in Section IV of the Plan, an eligible retirement
plan shall also mean an annuity contract described in Section 403(b) of the Code
and an eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately account
for amounts transferred into such plan from this Plan. The definition of
eligible retirement plan shall also apply in the case of a distribution to
surviving spouse, or to a spouse or former spouse who is the alternate payee
under a qualified domestic relation order, as defined in Section 414(p) of the
Code.

      (b)
Modification of definition of eligible rollover distribution to exclude hardship
distributions. For purposes of the direct rollover provisions in Section IV of
the Plan, any amount that is distributed on account of hardship shall not be an
eligible rollover distribution and the distributee may not elect to have any
portion of such a distribution paid directly to an eligible retirement
plan.

      (c)
Modification of definition of eligible rollover distribution to include
after-tax employee contributions. For purposes of the direct rollover provisions
in Section IV of the Plan, a portion of a distribution shall not fail to be an
eligible rollover distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income. However, such
portion may be transferred only to an individual retirement account or annuity
described in Section 408(a) or (b) of the Code, or to a qualified defined
contribution plan described in Section 401(a) or 403(a) of the Code that agrees
to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not so
includible.

      


      6. Active
Employees who attained age seventy and one-half (70 1/2) prior to January 1,
1997

      


      Distributions
to active employees who attained age seventy and one-half (70 1/2) prior to
January 1, 1997 shall be continued in accordance with the provisions of the Plan
and the Internal Revenue Code as in effect prior to January 1, 1997 unless such
active employees elect to have such distributions discontinued effective
beginning with distributions that would otherwise be required to be made for the
1997 Plan Year.

      


      7. If the
Committee shall find that any person to whom any payment is payable from the
Plan is unable to care for his or her affairs because of illness, accident, or
disability, or is a minor, any payment due may be paid to the spouse, child, a
parent, or a brother or sister, or to any person deemed by the Committee to have
incurred expense for such person otherwise entitled to payment (unless a prior
claim therefor shall have been made by a duly appointed guardian, committee or
other legal representative). In addition, the Committee may make distributions
on behalf of minors to parties it deems appropriate under any Uniform Transfer
to Minors Act. Any such payment shall be a complete discharge of the liabilities
of the Plan therefor.

      


      XI.
Borrowings with Respect to Assets Attributable to Member’s Account

      


      Subject
to such regulations as the Committee from time to time may prescribe, a Member
prior to termination of employment may apply for and receive a loan from the
Plan provided that the aggregate of all such loans does not exceed the lesser
of

      
        	
                 
      

              	
                (i)

              	
                fifty
      percent (50%) of the cash value of assets at the time of any such loan in
      his or her account but not more than $50,000;
or

              


      

      
        	
                 
      

              	
                (ii)

              	
                $50,000
      reduced by the difference between such Member’s highest loan balance under
      all plans of the Company and its subsidiaries during the previous 12
      months (ending on the day before the effective date of such loan from the
      Plan) and such Member’s loan balance on the effective date of such
      loan.

              


      

      The
Member may designate the assets to be used to provide the amount of the loan or,
if the Member so elects, such loan shall be made proportionately from each
investment in such Member’s account under the Plan. Assets available for loans
include Member’s Tax-Efficient Savings Contributions, Catch-Up Contributions,
After-Tax Savings Contributions, any rollover contributions, and any earnings on
such assets. No loan of less than $1,000 shall be made. All loans from all plans
of the Company and other members of a group of employers described in Sections
414(b), 414(c), 414(m) and 414(o) of the Internal Revenue Code are aggregated
for purposes of the above limitation in Subparagraph (ii).


      
        
           


        

        
          - 15
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      All such
loans shall (i) be available to all Members on a reasonably equivalent basis,
(ii) be adequately secured, (iii) bear a reasonable rate of interest, and (iv)
require level amortization with payments not less frequently than quarterly
throughout the repayment period, except that alternative arrangements for
repayment may apply in the event that the Member is on a qualified military
leave within the meaning of Section 414(u) of the Code, and be subject to such
other requirements, including repayment terms, as the Committee from time to
time may prescribe, provided, however, that (a) the entire amount of any such
loan and all amounts of related interest must be repaid not later than 60 months
or, in the case of a loan made for the Member to buy or construct the principal
residence of the Member, 120 months (or, when permitted by law, such later date
as the Committee may determine) after the month in which the loan is effective
and (b) repayments shall be made by a Member from his or her wages by payroll
deductions or in such other manner as the Committee may prescribe. The Committee
shall determine a rate of interest such that the Plan is provided with a return
commensurate with the interest rates charged by persons in the business of
lending money for loans which would be made under similar circumstances. Any
loan to a Member shall be secured by such Member’s interest in the Plan. All
such requirements shall be applicable on a uniform and non-discriminatory basis
to all Members who may apply for such loans.

      


      Amounts
paid by a Member, including interest payments, with respect to any such loan
shall be credited to a loan subaccount in such Member’s account. Loan
repayments, including interest, on loans made before October 1, 1995 shall be
invested in the Interest Income Fund until the Member elects to have such assets
transferred. Loan repayments, including interest, on loans made on or after
October 1, 1995 shall be invested in the latest investment elections made on or
after October 1, 1995 by the Member with respect to weekly contributions or, in
the absence of such election, in the Interest Income Fund until the Member
elects to have such assets transferred.

      


      XII.
Withdrawal of Assets

      


      Prior to
termination of employment a Member shall not be permitted to withdraw all or any
portion of the cash value of the assets in the Member’s account; provided,
however, that such withdrawal shall be permitted (i) at any time after the
Member shall have attained age fifty-nine and one-half (59-1/2) or (ii) prior to
attaining age fifty-nine and one-half (59-1/2), if withdrawal (i) is made on
account of an immediate and heavy financial need of the Member and (ii) is
necessary to satisfy such financial need.

      


      At any
time or from time to time prior to termination of employment, a Member may
withdraw all or part of the cash value of assets in his or her After-Tax Savings
Account that are attributable to his or her After-Tax Savings Contributions and
earnings thereon.

      


      At any
time after the Member shall have terminated employment or attained age
fifty-nine and one-half (59 1/2), a Member may elect to withdraw all or part of
the cash value of assets in such Member’s account as the Member may specify. In
addition, a Member may elect to make a systematic withdrawal of the cash value
of assets in such Member’s account in monthly, quarterly, semiannual or annual
installments over such period of time as the Member shall specify. Each such
installment shall be paid in an amount equal to the cash value of assets in such
Member’s account at the effective date of each such installment multiplied by a
fraction the numerator of which is one and the denominator of which is the
number of installments remaining in the period specified by the Member. The cash
value of each such installment in a systematic withdrawal shall be withdrawn
proportionately from each of the investments which the Member has elected under
the Plan at the effective date of each such installment. The effective date of
each such installment shall be selected by the Committee and communicated to
Members of the Plan. Such systematic withdrawals shall be subject to such
further requirements as the Committee shall specify. In the event that the
systematic withdrawals specified by the Member do not meet the minimum
distribution requirements beginning at age seventy and one half (70 1/2) under
Section 401(a) (9) of the Internal Revenue Code as specified in Paragraph X,
then such additional amounts shall be distributed in accordance with the
provisions of Paragraph X as necessary to satisfy such minimum distribution
requirements.


      
        
           


        

        
          - 16
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      An
immediate and heavy financial need shall be deemed to exist if the requirements
of Treasury Regulation Section 1.401(k)-1(d)(3)(iii)(B) are met or if an expense
of $500 or more is approved by the Committee as constituting an immediate and
heavy financial need. A withdrawal will be deemed necessary to satisfy such
financial need if (i) the withdrawal is not in excess of the immediate and heavy
financial need; (ii) the Member has no other distribution or nontaxable loan
privileges available from any plan maintained by the Company or its
subsidiaries; and (iii) the Member’s contributions to the Company’s savings
plans are suspended for twelve months after the withdrawal. Any withdrawal on
account of financial hardship cannot exceed the sum total of: (a) Tax-Efficient
Savings Contributions made to the account of the Member (exclusive of earnings
thereon after December 31, 1988), and (b) Catch-Up Contributions (exclusive of
earnings thereon), and (c) pre-tax rollover contributions. Any such withdrawal
of assets shall be made as of the date specified by the Committee or the third
party plan administrator in its determination of the existence of a financial
hardship. The assets so withdrawn shall be delivered to the Member as soon as
practicable after the effective date of the withdrawal.

      


      Subject
to the provisions of Paragraph XVII hereof, and subject to such regulations as
the Committee from time to time may prescribe, a member requesting any such
withdrawal other than an installment under a systematic withdrawal, may direct
the Trustee to make distribution of assets in such Member’s Ford Stock Fund
account in the form of whole shares of Company stock, and in cash for any
fractional share, such distribution to be at a price per share equal to the
current market value of Company stock on the effective date of the withdrawal.
The member so directing the Trustee shall pay all applicable transfer taxes
incident to the distribution of such shares by the Trustee, and the amount
thereof may be deducted from the payment made by the Trustee to the
Member.

      


      A Member
who would otherwise request a withdrawal may elect to have the Trustee transfer
directly to an Individual Retirement Account (‘‘IRA’’) of the Member or to
another employer’s plan in which the member is a participant all or part of the
assets included in the withdrawal, including Company stock, except (i) a
withdrawal made after attainment of age seventy and one-half (70 1/2) to satisfy
the minimum distribution requirements under Section 401(a) (9) of the Internal
Revenue Code and (ii) the portion of the withdrawal that constitutes a return of
the member’s after-tax contributions that were transferred from the Tax
Reduction Act Stock Ownership Plan for Hourly Employees when that Plan was
terminated in 1989. Any transfer shall be subject to such regulations as the
Committee from time to time may prescribe. The member shall designate the IRA or
other employer’s plan to which assets are to be transferred and transfer shall
be made subject to acceptance by the transferee plan or IRA.

      


      XIII.
Ford Stock Fund, Common Stock Index Fund, Bond Index Fund, Interest Income Fund,
and Mutual Funds

      


      1. Ford
Stock Fund

      


      The
Trustee shall establish and administer the Ford Stock Fund in accordance with
the following:

      


      (a)
Investment Standard

      It is the
Company’s intent that to the fullest extent permitted by ERISA, that the Ford
Stock Fund be a permanent feature of the Plan, that it shall qualify as an
employee stock ownership plan under Section 407 (d) (6) of ERISA and Code
Section 4975 (e) (7) and that the Ford Stock Fund should be, and should continue
to be invested exclusively in Company Stock (except to the limited extent
described in subsection 1 (b) below as to the liquidity component to support
daily activity) without regard to: (i) the diversification of assets, (ii) the
risk profile of investments in Company Stock, (iii) the amount of income
provided by Company Stock, or (iv) the fluctuation in the fair market value of
Company Stock. The Ford Stock Fund shall be managed pursuant to this statement
of intent unless the Company or, in the event a Ford Stock Fund Manager is
appointed in accordance with Paragraph XX hereof, the Ford Stock Fund Manager,
using an abuse of discretion standard, determines from reliable public
information, that there is a serious question concerning the Company’s
short-term viability as a going concern.

      


      (b)
Investments

      For each
member who elects pursuant to Paragraph VII to have Tax-Efficient Savings
Contributions and/or After-Tax Savings Contributions invested in the Ford Stock
Fund or for whom a transfer is made to the Ford Stock Fund as provided in
Paragraph VIII hereof, the Trustee shall invest the sums so to be invested or
transferred in accordance with instructions of a person, company, corporation or
other organization appointed by the Company. The Trustee may be appointed for
such purpose.


      
        
           


        

        
          - 17
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      Investments
shall be made exclusively in shares of Company stock; except a small portion
shall be invested in short-term investments to provide liquidity for daily
activity. It is expected that about one to two percent of the Fund will be held
in short-term investments, but the percentage may be higher or lower, depending
upon the expected liquidity requirements of the Fund.

      


      Investments
of all or a portion of Ford Stock Fund assets may be made in any common,
collective or commingled fund when, in the opinion of the Trustee, such
investments are consistent with the objective of the Ford Stock Fund.

      


      (c) 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 Units shall be
credited by the Trustee to accounts of members as of each valuation
date.

      


      (d) Ford
Stock Fund Unit Prices

      The term
‘‘Ford Stock Fund Unit Price,’’ as used herein,
shall mean the value in money of an individual Ford Stock Fund Unit expressed to
the nearest cent. The Ford Stock Fund Unit Price as of October 1, 1995 was
$10.00, as determined by the Committee. The number of Ford Stock Fund Units as
of October 1, 1995 was determined by dividing the market value of shares of
Company stock and cash received by the Trustee for investment in the Ford Stock
Fund by such Ford Stock Fund Unit Price. Thereafter, the Ford Stock Fund Unit
Price shall be redetermined at the end of each business day that is a trading
day of the New York Stock Exchange. The Ford Stock Fund Unit Price for each such
business day shall be determined by dividing the net asset value of the Ford
Stock Fund on such business day by the number of Ford Stock Fund Units
outstanding on such business day. Ford Stock Fund Unit Prices shall be
determined before giving effect to any distribution or withdrawal and before
crediting contributions to members’ accounts effective as of any such business
day. Net asset value of the Ford Stock Fund shall be computed as
follows:

      (i)
Company stock shall be valued at the closing price on the New York Stock
Exchange on such business day, or, if no sales were made on that date, at the
closing price on the next preceding day on which sales were made.

      (ii) All
other assets of the Ford Stock Fund, including any interest in a common,
collective or commingled fund, shall be valued at the fair market value as of
the close of business on the valuation date. Fair market value shall be
determined by the Trustee in the reasonable exercise of its discretion, taking
into account values supplied by a generally accepted pricing or quotation
service or quotations furnished by one or more reputable sources, such as
securities dealers, brokers, or investment bankers, values of comparable
property, appraisals or other relevant information and, in the case of a common,
collective or commingled fund, fair market value shall be the unit value of such
fund for a date the same as the valuation date, or as close thereto as
practicable.

      (iii)
Ford Stock Fund Units credited to members’ accounts with respect to After-Tax
Savings Contributions and Tax-Efficient Savings Contributions (including
Catch-Up Contributions) and rollover contributions made during any month, shall
be credited at the Ford Stock Fund Unit Price determined as of the close of
business on the day that such contributions are received by the Trustee. Ford
Stock Fund Units withdrawn or distributed shall be valued at the Ford Stock Fund
Unit Price at the close of business on the day coinciding with the effective
date of such withdrawal
or distribution.

      (iv)Investment
transactions, income and any expenses chargeable to the Ford Stock Fund will be
accounted for on an accrual basis.

      


      (e)
Distribution and Withdrawal from the Ford Stock Fund

      The cash
value of assets in the Ford Stock Fund shall be distributed to members or may be
withdrawn by members only in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be in cash, except that a member making a
withdrawal or receiving a distribution may direct the Trustee to make such
withdrawal or distribution in the form of whole shares of Company stock, based
on the closing price on the New York Stock Exchange on the effective date of
such withdrawal or distribution.


      
        
           


        

        
          - 18
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      (f)
Registered Name

      Securities
held in the Ford Stock Fund may be registered in the name of the Trustee or its
nominee.

      


      (g)
Commissions Charged to the Plan

      No
commission shall be charged to the Plan or any trust under the Plan in
connection with any acquisition by the Plan of Company Stock from the Company,
whether by cash purchase, exchange, conversion or otherwise.

       

      (h)
Exchanges Into or Out of the Ford Stock Fund

      


      Effective
June 1, 2000, members may exchange into or out of the Ford Stock Fund no more
than five (5) times in a calendar month.

      


      Effective
December 1, 2004, exchange restrictions out of the Fund were eliminated.
Exchanges into the Fund were limited to no more than five exchanges per
month.

      


      Effective
April 18, 2007, the limitation of five exchanges into the Fund per month was
eliminated. With this change, there are no restrictions on exchanges into or out
of the Fund.

      


      2. Common
Stock Index Fund

      


      The
Trustee shall establish and administer the Common Stock Index Fund in accordance
with the following:

      (a)
Investments

      For each
member who elects pursuant to Paragraph VII to have Tax-Efficient Savings
Contributions (including Catch-Up Contributions) and After-Tax Savings
Contributions invested in the Common Stock Index Fund or for whom a transfer is
made to the Common Stock Index 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. The
Common Stock Index Fund passively invests in common stocks of companies with a
market capitalization of at least $250 million and encompasses most U.S. and
international common stocks traded in the United States. This fund invests in
stocks in approximately the same proportion as the U.S. market. The Common Stock
Index Fund provides broad market diversification in terms of company size and
geography. It represents established markets, including the United States,
Europe, and Japan, as well as other countries, including some emerging markets.
Once stocks are purchased, they are sold when the outstanding market
capitalization falls below $100 million. Investments of all or a portion of
Common Stock Index Fund assets may be made in any common, collective or
commingled fund when, in the opinion of the Trustee, such investments are
consistent with the objective of the Common Stock Index Fund. A portion of the
funds of the Common Stock Index Fund may be held in cash or invested in
short-term obligations when deemed advisable by the Trustee. Securities may be
sold without regard to the length of time they have been held.

      The value
of a unit can go up or down, based on the market values of the securities held
in the Common Stock Index Fund and dividends paid on those securities and other
earnings; however, the total number of units credited to the member’s account
does not change except as a result of an exchange, withdrawal or distribution.
The Trustee may limit or suspend transactions in the Common Stock Index Fund
temporarily because liquidity is insufficient to satisfy the requested volume of
transactions or for other reasons.

      


      (b)
Common Stock Index Fund Units

      Members
shall have no ownership in any particular asset of the Common Stock Index Fund.
The Trustee shall be the sole owner of all Common Stock Index Fund assets.
Proportionate interests in the Common Stock Index Fund shall be expressed in
Common Stock Index Fund Units. All Common Stock Index Fund Units shall be of
equal value, representing a proportionate share of the value of the Fund, and no
Common Stock Index Fund Unit shall have priority or preference over any other.
Common Stock Index Fund Units shall be credited by the Trustee to accounts of
members as of such valuation date.


      
        
           


        

        
          - 19
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      (c)
Common Stock Index Fund Unit Prices

      The term
‘‘Common Stock Index Fund Unit Price,’’ as used herein, shall mean the value in
money of an individual Common Stock Index Fund Unit expressed to the nearest
cent. The Common Stock Index Fund Unit Price as of November 30, 1988 was
determined by the Committee. The number of Common Stock Index Fund Units as of
November 30, 1988 was determined by dividing the total amounts received by the
Trustee for investment in the Common Stock Index Fund by such Common Stock Index
Fund Unit Price. Thereafter, the Common Stock Index Fund Unit Price shall be
redetermined at the end of each business day that is a trading day on the New
York Stock Exchange. The Common Stock Index Fund Unit Price for each such
business day shall be determined by dividing the net asset value of the Common
Stock Index Fund on such business day by the number of Common Stock Index Fund
Units outstanding on such business day. Common Stock Index Fund Unit Prices
shall be determined before giving effect to any distribution or withdrawal and
before crediting contributions to Members’ accounts effective as of any such
business day. Net asset value of the Common Stock Index Fund shall be computed
as follows:

      
        	
                 
      

              	
                (i)

              	
                Securities
      listed on a national stock exchange shall be valued at the closing price
      on the valuation date, or, if no sales were made on that date, at the
      closing price on the next preceding day on which sales were made, in
      either case as reported on the primary
exchange.

              


      

      
        	
                 
      

              	
                (ii)

              	
                Securities
      traded only in over-the-counter markets shall be valued at the mean of the
      closing bid and asked prices as listed in a publication or publications
      selected by the Trustee for the valuation date, or the next preceding day
      for which such prices are available, if not available for the valuation
      date.

              


      

      
        	
                 
      

              	
                (iii)

              	
                All
      other assets of the Common Stock Index Fund, including any interest in a
      common, collective or commingled fund, shall be valued at the fair market
      value as of the close of business on the valuation date. Fair market value
      shall be determined by the Trustee in the reasonable exercise of its
      discretion, taking into account values supplied by a generally accepted
      pricing or quotation service or quotations furnished by one or more
      reputable sources, such as securities dealers, brokers, or investment
      bankers, values of comparable property, appraisals or other relevant
      information and, in the case of a common, collective or commingled fund,
      fair market value shall be the unit value of such fund for a date the same
      as the valuation date, or as close thereto as
  practicable.

              


      

      
        	
                 
      

              	
                (iv)

              	
                Common
      Stock Index Fund Units credited to members’ accounts with respect to
      Tax-Efficient Savings Contributions, (including Catch-Up Contributions),
      After-Tax Savings Contributions, and/or any rollover contributions made
      during any month shall be credited at the Common Stock Index Fund Unit
      Price determined as of the close of business on the day that such
      contributions are received by the Trustee. Common Stock Index Fund Units
      withdrawn or distributed shall be valued at the Common Stock Index Fund
      Unit Price at the close of business on the day coinciding with the
      effective date of such withdrawal or
  distribution.

              


      

      
        	
                 
      

              	
                (v)

              	
                Investment
      transactions, income and any expenses chargeable to the Common Stock Index
      Fund will be accounted for on an accrual
basis.

              


      

      


      (d)
Distribution and Withdrawal From Common Stock Index Fund

      The cash
value of assets in the Common Stock Index Fund shall be distributed to members
or may be withdrawn by members only in accordance with Paragraphs X and XII
hereof. All distributions and withdrawals shall be only in cash.

      


      (e)
Voting Stock

      The
Trustee shall be entitled, itself or by proxy, to vote in its discretion all
shares of voting stock in the Common Stock Index Fund.

      


      (f)
Registered Name

      Securities
held in the Common Stock Index Fund may be registered in the name of the Trustee
or its nominee.

      


      3. Bond
Index Fund

      


      The
Trustee shall establish and administer the Bond Index Fund in accordance with
the following:

      (a)
Investments

      For each
Member who elects pursuant to Paragraph VII to have Tax-Efficient Savings
Contributions (including Catch-Up Contributions), After-Tax Savings
Contributions, and/or any rollover contributions invested in the Bond Index Fund
or for whom a transfer is made to the Bond Index Fund as provided in Paragraph
VIII hereof, the Trustee shall invest the sums so to be invested or transferred
in accordance with instructions of a person, company, corporation or other
organization appointed by the Company. The Trustee may be appointed for such
purpose.Investments shall be made with the objective of providing investment
results that closely correspond to the price and yield performance of the Lehman
Brothers Aggregate Index (the ‘‘Lehman Aggregate Index’’). Assets shall be
invested in a portfolio of the Treasury notes and bonds, corporate notes and
bonds and mortgage-backed securities and other securities that, in the
aggregate, typify the securities that are included in the Lehman Aggregate
Index, and have at least one year until maturity and an outstanding par value of
at least $100 million.


      
        
           


        

        
          - 20
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      Investments
of all or a portion of Bond Index Fund assets may be made in any common,
collective or commingled fund maintained by the Trustee or the person, company,
corporation or other organization appointed by the Company to manage all or a
portion of the Bond Index Fund when, in the opinion of the Trustee or the
person, company, corporation or other organization appointed by the Company to
manage all or a portion of the Bond Index Fund, such investments are consistent
with the objective of the Bond Index Fund. To the extent that assets are so
invested, they shall be subject to the terms and conditions of the Declaration
of Trust of such common, collective or commingled fund, as amended from time to
time. A portion of the funds of the Bond Index Fund may be held in cash or
invested in short-term obligations when deemed advisable by the Trustee or the
person, company, corporation or other organization appointed by the Company to
manage all or a portion of the Bond Index Fund. The value of the Member’s
investment in the Bond Index Fund may fluctuate with changes in interest rates
or for other reasons. Securities may be sold without regard to the length of
time they have been held. A different market index of publicly traded fixed
income securities may be selected by the Company for investments of Bond Index
Fund assets in the event the Lehman Aggregate Index is discontinued or for other
reasons.

      


      (b) Bond
Index Fund Units

      Members
shall have no ownership in any particular asset of the Bond Index Fund. The
Trustee shall be the sole owner of all Bond Index Fund assets. Proportionate
interests in the Bond Index Fund shall be expressed in Bond Index Fund Units.
All Bond Index Fund Units shall be of equal value and no Bond Index Fund Unit
shall have priority or preference over any other. Bond Index Fund Units shall be
credited by the Trustee to accounts of members as of each valuation date. The
value of a unit can go up or down, based on the market values of the securities
in the Bond Index Fund and interest paid on those securities and other earnings;
however, the total number of units credited to the member’s account will not
change unless the member makes a contribution, exchange, loan or withdrawal, or
receives a distribution.

      


      (c) Bond
Index Fund Unit Prices

      The term
‘‘Bond Index Fund Unit Price,’’ as used herein, shall mean the value in money of
an individual Bond Index Fund Unit expressed to the nearest cent. The Bond Index
Fund Unit Price as of January 31, 1994 was determined by the Committee. The
number of Bond Index Fund Units as of January 31, 1994 was determined by
dividing the total amounts received by the Trustee pursuant to Paragraphs VII
and VIII hereof for investment in the Bond Index Fund for the month of January,
1994 by such Bond Index Fund Unit Price. Thereafter, the Bond Index Fund Unit
Price shall be redetermined each business day that is a trading day on the New
York Stock Exchange. The Bond Index Fund Unit Price for each such business day
shall be determined by dividing the net asset value of the Bond Index Fund on
such business day by the number of Bond Index Fund Units outstanding on such
business day. Bond Index Fund Unit Prices shall be determined before giving
effect to any distribution or withdrawal and before crediting contributions to
member’s accounts effective as of any such business day. Net asset value of the
Bond Index Fund shall be computed as follows:

      (i) All
assets of the Bond Index Fund, including any interest in a common, collective or
commingled fund, shall be valued at the fair market value as of the close of
business on the valuation date. Fair market value shall be determined
by the Trustee in the reasonable exercise of its discretion, taking into account
values supplied by a generally accepted pricing or quotation service or
quotations furnished by one or more reputable sources, such as securities
dealers, brokers, or investment bankers, values of comparable property,
appraisals or other relevant information and, in the case of a common,
collective or commingled fund, fair market value shall be the unit value of such
fund for a date the same as the valuation date, or as close thereto as
practicable.

      (ii) Bond
Index Fund Units credited to Member’s accounts with respect to Tax-Efficient
Savings Contributions, (including Catch-Up Contributions), After-Tax
Contributions, and/or any rollover contributions made during any month shall be
credited at the Bond Index Fund Unit Price determined as of the close of
business on the day that such contributions are received by the Trustee. Bond
Index Fund Units withdrawn or distributed shall be valued at the Bond Index Fund
Unit Price at the close of business on the day coinciding with the effective
date of such withdrawal or distribution.

      (iii)
Investment transactions, income and any expenses chargeable to the Bond Index
Fund will be accounted for on an accrual basis.


      
        
           


        

        
          - 21
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      (d)
Distribution and Withdrawal from the Bond Index Fund

      The cash
value of assets in the Bond Index Fund shall be distributed to Members or may be
withdrawn by Members only in accordance with Paragraphs X and XII hereof. All
distributions and withdrawals shall be only in cash.

      


      (e)
Registered Name

      Securities
held in the Bond Index Fund may be registered in the name of the Trustee or its
nominee.

      


      4.
Interest Income Fund

      


      The
Trustee shall establish and manage the Interest Income Fund in accordance with
the following:

      (a)
Investments

      For each
Member who elects pursuant to Paragraph VII to have Tax-Efficient Savings
Contributions (including Catch-Up Contributions), After-Tax Savings
Contributions, and/or any rollover contributions invested in the Interest Income
Fund or for whom a transfer is made as provided in Paragraph VIII, the Trustee
shall invest the sums so to be invested or transferred in accordance with
instructions of one or more persons, companies, corporations or other
organizations appointed by the Company. The Trustee may be appointed for such
purpose.

      


      Investments
shall be made with the objective of providing a broadly diversified, stable
value investment in which the value of the member’s investment is not expected
to fluctuate except for the addition of interest credited to the member’s
account. The interest rate payable on assets in the Interest Income Fund will be
declared annually in advance and may be changed each calendar year.

      


      The
Trustee shall invest the After-Tax Savings and Tax-Efficient Savings
Contributions (including Catch-Up Contributions), and earnings thereon, received
for the accounts of Members who elect to invest in the Interest Income Fund
according to the advice of the Interest Income Fund Manager. Assets in such Fund
shall be invested in a well diversified portfolio of fixed income securities.
The Interest Income Fund will be allowed to use derivatives (futures, options
and swaps) to take advantage of changes in securities prices, interest rates and
other factors affecting value and/or to maintain liquidity. While the use of
each of these strategies has its own risks and could decrease the value of the
Interest Income Fund, their use in the portfolio is limited to controlling
overall Interest Income Fund risk and managing cash. Securities may be sold
without regard to the length of time they have been held.

      


      Investments
shall be subject to such additional restrictions as from time to time shall be
provided in the agreement designating or appointing the Interest Income Fund
Advisor. To the extent that the actual return on assets in the Fund is more or
less than the declared rate of interest for the current year, the rate of
interest declared and paid for succeeding years will be adjusted upward or
downward.

      


      Investments
of a portion of Interest Income Fund assets may be made in any common,
collective or commingled fund maintained by the Trustee or any person, company,
corporation or other organization appointed by the Company to manage all or a
portion of the Interest Income Fund when, in the opinion of the Trustee or the
person, company, corporation or other organization appointed by the Company to
manage all or a portion of the Interest Income Fund, such investments are
consistent with the objective of the Interest Income Fund. To the extent that
assets are so invested, they shall be subject to the terms and conditions of the
Declaration of Trust of such common, collective or commingled fund, as amended
from time to time. A portion of the funds of the Interest Income Fund may be
held in cash or invested in short-term obligations when deemed advisable by the
Trustee or the person, company, corporation or other organization appointed by
the Company to manage all or a portion of the Interest Income Fund.

      


      (b) The
Trustee periodically shall credit to the appropriate, Interest Income Fund
accounts of members interest at the rate declared prior to the commencement of
each calendar year.


      
        
           


        

        
          - 22
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      (c) In
the event that the total value of the Interest Income Fund is reduced for any
reason (other than by reason of distributions to or withdrawals or transfers by
members pursuant to the Plan), the Trustee shall reduce the total amount
credited to the Interest Income Fund account of each member by a proportionate
amount.

      


      (d) Cash
credited to member’s accounts in the Interest Income Fund shall be distributed
to members or may be withdrawn by members only in accordance with Paragraph X
and XII hereof. All distributions and withdrawals shall be only in
cash.

      


      (e)
Interest Income Fund Value The term ‘‘Value’’ as used herein shall mean the
value in money of the net assets in the Interest Income Fund. The Interest
Income Fund Value shall be determined each business day that is a trading day on
the New York Stock Exchange.

      Interest
Income Fund Values shall be determined before giving effect to any distribution
or withdrawal and before crediting contributions or transfers to member’s
accounts effective as of any such business day. The Value of the Interest Income
Fund shall be computed as follows:

      (i) All
assets of the Interest Income Fund shall be valued at the fair market value as
of the close of business on the valuation date. Fair market value shall be
determined by the Trustee in the reasonable exercise of its discretion, taking
into account values supplied by a generally accepted pricing or quotation
service or quotations furnished by one or more reputable sources, such as
securities dealers, brokers, or investment bankers, values of comparable
property, appraisals or other relevant information.

      (ii)
Investment transactions, income and any expenses chargeable to the Interest
Income Fund will be accounted for on an accrual basis.

      


      (f)
Registered Name

      Securities
held in the Interest Income Fund may be registered in the name of the Trustee or
its nominee.

      


      5. Mutual
Funds

      


      Each of
the Mutual Funds offered as an investment election under the Plan shall be
described in a prospectus for each such Mutual Fund and each such prospectus
shall be provided to each member of the Plan who requests such
prospectus.

      


      XIV.
Member’s Quarterly Statement

      


      As soon
as practicable after the end of each calendar quarter of each year, there shall
be furnished to each member a statement as of the end of each such quarter of
such year of the cash value of each of the investments in his or her account,
the contributions made on behalf of such member during the preceding calendar
quarter, the investment elections with respect to such contributions, and such
additional information as the Committee shall determine. Such statements shall
be deemed to have been accepted by the member and his or her beneficiaries
designated hereunder as correct unless written notice to the contrary shall be
received as the Company shall specify on such statement within 30 days after the
mailing of such statement to the member.

      


      XV.
Notices, etc.

      


      All
notices, statements and other communications from the Trustee or a Participating
Company to an employee, member or designated beneficiary required or permitted
hereunder shall be deemed to have been duly given, furnished, delivered or
transmitted, as the case may be, when delivered to (or when mailed by
first-class mail, postage prepaid and addressed to) the employee, member or
beneficiary at his or her address last appearing on the books of such
Participating Company or, in the case of an employee, delivered to the employee
at his or her normal work station. All notices, instructions and other
communications from an employee or member to the Company or Trustee required or
permitted hereunder (including, without limitation, authorizations,
Tax-Efficient Savings elections and terminations thereof, investment and other
elections, requests for withdrawal or loans and designations of beneficiaries
and revocations and changes thereof) shall be made in such form and such manner
from time to time prescribed therefor by the Committee. From time to time as
necessary to facilitate the administration of the Plan and the trust created
thereunder, the Company, the Trustee and the Committee shall deliver to each
other copies or consolidations of such notices, instructions or other
communications in respect of the Plan or such trust as it may receive from
employees, members or beneficiaries.


      
        
           


        

        
          - 23
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      Exhibit
4.1

      


      


      XVI.
Trustee

      


      The
Company shall appoint one or more individuals or corporations to act as Trustee
under the Plan, and at any time may remove the Trustee and appoint a successor
Trustee. The Company may, without reference to or action by any employee, member
or beneficiary or any other Participating Company, enter into such Trust
Agreement with the Trustee and from time to time enter into such further
agreements with the Trustee or other parties, make such amendments to such Trust
Agreement execute such other instruments as the Company in its sole discretion
may deem necessary or desirable to carry the Plan into effect or to facilitate
its administration. The Trustee and the Company may by mutual agreement in
writing arrange for the delegation by the Trustee to the Committee of any of the
functions of the Trustee, except the custody of assets, the voting of Company
stock held by the Trustee and the purchase and sale or redemption of
securities.

      


      The
Trustee shall agree that all information concerning a member’s investment in the
Plan, exchanges in or out of the investement elections, or the voting of shares
of stock represented by a member’s proportionate interest in the Ford Stock Fund
or any other investment under the Plan shall not be disclosed to any party
except to the extent necessary to administer the Plan or as required by law. The
Committee shall be responsible for ensuring that the provisions of this
subparagraph are complied with and shall have the authority to determine, in
good faith, when and to what extent disclosure shall be necessary in
administering the Plan.

      


      XVII.
Purchases of Securities by the Trustee

      


      Tax-Efficient
Savings, Catch-Up Contributions and After-Tax Savings Contributions and earnings
thereon in the accounts of members shall be invested by the Trustee as soon as
practicable after receipt thereof by the Trustee.

      


      The
shares of Company stock from time to time required for purposes of the Plan
shall be purchased by the Trustee from the Company, or from such other person or
corporation, on such stock exchange or in such other manner, as the Company by
action of its Board of Directors or any committee or person designated by the
Board of Directors, from time to time in its sole discretion may designate or
prescribe; provided, however, that except as required by any such designation by
the Board of Directors, such shares shall be purchased by the Trustee from such
source and in such manner as the Trustee from time to time in its sole
discretion may determine. Any shares so purchased from the Company may be either
treasury stock or newly-issued stock, and shall be purchased at a price per
share equal to the closing price on the New York Stock Exchange on the date of
purchase.

      


      Anything
herein to the contrary notwithstanding, the Trustee shall not invest any of the
funds in the Ford Stock Fund in any shares of Company stock, unless at the time
of purchase thereof by the Trustee such shares shall be listed on the New York
Stock Exchange.

      


      The
shares of Company stock held by the Trustee under the Plan shall be registered
in the name of the Trustee or its nominee, but shall not be voted by the Trustee
or such nominee except as provided in Paragraph XVIII hereof.

      


      In the
event that any option, right or warrant shall be received by the Trustee on
Company stock, the Trustee shall sell the same, at public or private sale and at
such price and upon such other terms as it may determine, unless the Committee
shall determine that such option, right or warrant should be exercised, in which
case the Trustee shall exercise the same upon such terms and conditions as the
Committee may prescribe.

      


      XVIII.
Voting of Company Stock

      


      The
Trustee, itself or by its nominee, shall be entitled to vote, and shall vote,
shares of Company stock represented by the proportionate interests in the
accounts of members in the Ford Stock Fund or otherwise held by the Trustee
under the Plan as follows:

      


      l. The
Company shall adopt reasonable measures to notify the member of the date and
purposes of each meeting of stockholders of the Company at which holders of
shares of Company stock shall be entitled to vote, and to request instructions
from the member to the Trustee as to the voting at such meeting of full shares
of Company stock and fractions thereof represented by the proportionate interest
in the Ford Stock Fund account of the member.


      
        
           


        

        
          - 24
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      2. In
each case, the Trustee, itself or by proxy, shall vote full shares of Company
stock and fractions thereof represented by the proportionate interest in the
Ford Stock Fund account of the member in accordance with the instructions of the
member.

      


      3. If
prior to the time of such meeting of stockholders the Trustee shall not have
received instructions from the member in respect of any shares of Company stock
represented by the proportionate interest in the Ford Stock Fund account of the
member, the Trustee shall vote thereat such shares proportionately in the same
manner as the Trustee votes thereat the aggregate of all shares of Company stock
with respect to which the Trustee has received instructions from
members.

      


      XIX.
Cash Adjustments on Account of Fractional Interests in Securities

      


      Any
fractional interest in a share of Company stock shall not be subject to
distribution or withdrawal. Settlement for any fractional interest in such
security, upon distribution or withdrawal thereof, shall be made in cash based
on the current market value or any applicable current redemption value of such
security, as of the date of distribution or withdrawal, as the case may
be.

      


      XX.
Operation and Administration

      


      1.
General

      Pursuant
to ERISA, the Company shall be the sole named fiduciary with respect to the Plan
and shall have authority to control and manage the operation and administration
of the Plan. Effective May 11, 2005, the Group Vice President-Human Resources
and Labor Affairs, the Executive Vice President and Chief Financial Officer and
the Senior Vice President-General Counsel shall have the authority, on behalf of
the Company, to appoint and remove trustees under the Plan, to approve policies
relating to the allocation of contributions and the distribution of assets among
trustees, and to approve Plan amendments other than Plan amendments relating to
the offering of Company stock as an investment election which amendments shall
be made by the Board of Directors.

      


      The Vice
President-Treasurer shall be authorized on behalf of the Company to contract
with the trustees under the Plan and to determine the form and terms of the
trust agreements, to allocate contributions and distribute assets among
trustees, and shall have authority to designate other persons to carry out
specific responsibilities in connection therewith; provided, however, that such
actions shall be consistent with ERISA, the policy of the Board of Directors and
officers designated in the preceding subparagraph and the Plan.

      


      Except as
otherwise provided in this Paragraph XX or elsewhere in the Plan, the Group Vice
President-Human Resources and Labor Affairs and the Executive Vice President and
Chief Financial Officer are designated to carry out the Company’s
responsibilities with respect to the Plan, including, without limitation,
appointment and removal of service providers used in connection with the
administration of the Plan, and determination of prior service for eligibility
purposes under the Plan in the event of acquisition by a Participating Company
(by purchase, merger, or otherwise) of all or part of the assets of another
corporation.

      


      Any
Company director, officer or employee who shall have been expressly designated
pursuant to the Plan to carry out specific Company responsibilities shall be
acting on behalf of the Company. Any person or group of persons may serve in
more than one capacity with respect to the Plan and may employ one or more
persons to render advice with regard to any responsibilities such person has
under the Plan.  In the event of a change in the designated officer’s
title, the officer or officers with functional responsibility for the Plan shall
have the authority to the extent described in this Paragraph.

      


      The
officers with responsibility for the Plan may allocate responsibilities between
themselves and shall have authority to designate other persons to carry out
specific responsibilities on behalf of the Company in connection therewith;
provided, however, that such actions shall be in writing and consistent with
ERISA, the policy of the Board of Directors and the Plan.


        
          
             


          

          
            - 25
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      Exhibit
4.1

      


      


      2.
Investment Review

      Effective
May 11, 2005, the Board of Directors implemented a revised process for reviewing
the investment options offered under the Plan. The role of the Investment
Process Committee ("IPC") was clarified and an Investment Process Oversight
Committee ("IPOC") was created. Each member of the IPC and the IPOC shall
execute their respective responsibilities under the Plan for the sole benefit of
Members and their beneficiaries.

      


      a)
Investment Process Oversight Committee

      The
members of the Investment Process Oversight Committee ("IPOC") shall be the Vice
President-Treasurer, Associate General Counsel and Secretary and the Vice
President-Human Resources and Labor Affairs. The IPOC shall meet at least
quarterly to review the performance of the investment options and to consider
any recommendations from the Investment Process Committee ("IPC"). The IPOC
shall take action with respect to the Ford Stock Fund, Common Stock Index Fund,
Bond Index Fund and Interest Income Fund only to the extent required by ERISA.
Any member of the IPOC may request to meet more frequently. The IPOC shall
appoint a secretary, which does not have to be an IPOC member. Any action taken
pursuant to this Article XX by the IPOC shall be by unanimous consent, with or
without a meeting. The IPOC shall have the power to approve any changes in the
Additional Mutual Funds and Non-Mutual Funds listed on Appendix A.

      


      b)
Investment Process Committee

      The
members of the Investment Process Committee ("IPC") shall be the
Director-Trading, Director-Asset Management and Manager-Savings and Executive
Retirement Plans, North America. Each member of the IPC shall have an alternate
designated by such member. In the event a member of the IPC is absent from a
meeting, the member’s alternate may attend, and when in attendance, shall
exercise the powers and perform the duties of such member. The IPC shall appoint
its own secretary, who does not have to be an IPC member, and shall act by
unanimous consent of its members, with or without a meeting.

      


      The
Investment Process Committee shall recommend investment process guidelines to
the IPOC for their approval with respect to the Additional Mutual Funds and
Non-Mutual Funds. Such guidelines shall include:

      
        	
                 
      

              	
                (i)

              	
                the
      types of investment options to be offered under the Plan, with due regard
      to the risk and return characteristics of such options and the need to
      offer a reasonable array of such risk and return
    alternatives;

              


      

      
        	
                 
      

              	
                (ii)

              	
                the
      number of investment options of each type to be offered under the Plan,
      consistent with the range of risk and return characteristics deemed
      appropriate;

              


      

      
        	
                 
      

              	
                (iii)

              	
                criteria
      for the selection of individual investment options for inclusion in the
      Plan;

              


      

      
        	
                 
      

              	
                (iv)

              	
                procedures
      for reviewing the performance of investment options offered under the
      Plan; and

              


      

      
        	
                 
      

              	
                (v)

              	
                criteria
      mandating the removal of investment options from availability under the
      Plan.

              


      

      


      After
such guidelines have been approved by the IPOC, the IPC shall meet at least
quarterly to (1) review the guidelines for continuing propriety, (2) review the
performance of investment options pursuant to the criteria regarding the removal
of investment options from availability under the Plan, and (3) recommend
changes to the guidelines for approval by the IPOC.

      


      The IPC
shall recommend to the IPOC, for their approval, any changes to the investment
process guidelines that the IPC deems appropriate. If changes to the investment
options are required, the IPC shall recommend additional options, the deletion
of options, and, if appropriate, the replacement of options to the IPOC for
their approval. The IPC shall review the Ford Stock Fund, Common Stock Index
Fund, Bond Index Fund and Interest Income Fund only to the extent required by
ERISA.

      


      Notwithstanding
anything herein contained to the contrary, commencing on or after September 7,
2005, the IPC shall have full and exclusive power and authority to appoint,
modify or terminate the appointment of an investment manager, independent
fiduciary, or any other similar person, with respect to the Ford Stock Fund
("Ford Stock Fund Manager"), upon such terms and conditions as are acceptable to
the IPC. Upon such an appointment, the IPC shall have no further responsibility
with respect to the Ford Stock Fund except the duty to monitor the performance
of the Ford Stock Fund Manager.


      
        
           


        

        
          - 26
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      Exhibit
4.1

      


      


      The Ford
Stock Fund Manager shall acknowledge that it is an investment manager and will
be acting as a fiduciary within the meaning of Section 3(21)(A) of ERISA with
respect to the Ford Stock Fund. In such capacity, the Ford Stock Fund Manager
will exercise independent discretionary judgment in the performance of its
obligations under any investment manager agreement in accordance with the
fiduciary requirements set forth in Part 4 of Subtitle B of Title 1 of
ERISA.

      


      To the
extent that the IPC or the IPOC have been delegated authority under any of the
Company’s other defined contribution pension plans comparable to the authority
set forth in this Section 2, the IPC or the IPOC may act jointly on behalf of
such other plans while carrying out their responsibilities set forth in this
Paragraph XX with respect to the Plan.

      


      In the
event that the IPC appoints a Ford Stock Fund Manager, neither the Board nor the
IPOC shall have any further oversight responsibility with respect to the
selection of the Ford Stock Fund Manager or the terms and conditions of the
engagement and, while the appointment remains in effect, shall have no duty to
monitor the performance of the Ford Stock Fund Manager. Nothing herein contained
should be construed to remove from the Board of Directors the exclusive
authority under Paragraph XX (1) hereof to amend the Plan to remove Company
Stock as an investment election under the Plan.

      


      3.
Committee

      The
Company shall create a Committee consisting of at least three members. The
Company shall from time to time designate the members of the Committee and an
alternate for each of such members, who shall have full power to act in the
absence or inability to act of such member. The Committee shall appoint its own
Chairman and Secretary, and shall act by a majority of its members, with or
without a meeting. The Secretary or an Assistant Secretary of the Company shall
from time to time notify the Trustee of the appointment of members of the
Committee and alternates and of the appointment of the Chairman and Secretary of
the Committee, upon which notices the Trustee shall be entitled to rely. The
Committee shall have full power and discretionary authority to administer the
Plan and to interpret its provisions. Any interpretation of the provisions of
the Plan by the Committee shall be final and conclusive, and shall bind and may
be relied upon by the several Participating Companies, each of their employees,
the Trustee and all other parties in interest.

      


      4.
Indemnification

      No member
of the Committee (or alternate for any such member) or member of the Investment
Process Committee (or alternate for any such member), or member of the
Investment Process Oversight Committee or director, officer or employee of any
Participating Company shall be liable for any action or failure to act under or
in connection with the Plan, except for his or her own lack of good faith;
provided, however, that nothing herein shall be deemed to relieve any such
person from responsibility or liability for any obligation or duty under ERISA.
Each director, officer, or employee of the Company who is or shall have been
designated to act on behalf of the Company and each person who is or shall have
been a member of the Committee (or an alternate for any such member), or member
of the Investment Process Committee (or alternate for any such member), or
member of the Investment Process Oversight Committee, or a director, officer or
employee of any Participating Company, as such, shall be indemnified and held
harmless by the Company against and from any and all loss, cost, liability or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all
amounts paid by him or her in settlement thereof (with the Company’s written
approval) or paid by him or her in satisfaction of a judgment in any such
action, suit or proceeding, except a judgment in favor of the Company based upon
a finding of his or her lack of good faith; subject, however, to the condition
that, upon the assertion or institution of any such claim, action, suit or
proceeding against him or her, he or she shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that a
Participating Company may have to indemnify him or her or hold him or her
harmless.

      


      5.
Payment of Expenses

      Brokerage
commissions, fees and transfer taxes incurred in connection with the purchase or
sale of Company stock shall be paid by the Company. Brokerage commissions and
transfer taxes on the purchase and sale of Common Stock Index Fund securities
shall be paid from Common Stock Index Fund assets, and the expenses of any
collective, common, or commingled fund in which Common Stock Index Fund assets
may be invested pursuant to Subparagraph 2 of Paragraph XIII hereof shall be
paid from the assets in such collective, common or commingled fund. Brokerage
commissions and transfer taxes on the purchase and sale of Bond Index Fund
securities shall be paid from Bond Index Fund assets, and the expenses of any
collective, common, or commingled fund in which Bond Index Fund assets may be
invested pursuant to Subparagraph 3 of Paragraph XIII hereof shall be paid from
the assets in such collective, common or commingled fund. Earnings credited to
the account of the Trustee under the Bond Index Fund shall be net of such
charges by the Bond Index Fund Manager as may be provided in such contract.
Brokerage commissions and transfer taxes on the purchase and sale of Interest
Income Fund securities shall be paid from Interest Income Fund assets by the
Trustee and the expenses of any collective, common, or commingled fund in which
Interest Income Fund assets may be invested pursuant to Subparagraph 4 of
Paragraph XIII hereof shall be paid from the assets in such collective, common
or commingled fund. Except as otherwise provided herein, all management fees,
redemption fees and all other expenses of any mutual funds and non-mutual funds
offered as an investment election under the Plan shall be paid from assets in
such mutual funds and non-mutual funds or charged to the accounts of members who
elect to invest in such mutual funds. The investment management fees of the
Common Stock Index Fund and the Bond Index Fund are paid by the Company. All
other expenses of administration of the Plan, including expenses charged or
incurred by the Trustee or the Company, shall be borne by the Company. Taxes, if
any, on any Ford Stock Fund Units, Common Stock Index Fund Units or Bond Index
Fund Units held by the Trustee or income therefrom which are payable by the
Trustee shall be charged against the members’ accounts as the Trustee and the
Committee shall determine.


      
        
           


        

        
          - 27
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      The
records of the Trustee, the Committee and the several Participating Companies
shall be conclusive in respect of all matters involved in the administration of
the Plan.

      


      Where
Federal law does not control, the Plan shall be governed by and construed in
accordance with the laws of the State of Michigan.

      


      XXI.
Termination, Suspension and Modification

      


      The
Company, by action of its Board of Directors, or officers designated under
Paragraph XX hereof, may terminate or modify the Plan or suspend the operation
of any provision of the Plan, as follows:

      


      1. The
Company may terminate the Plan at any time or may at any time or from time to
time modify the Plan, in its entirety or in respect of the employees of one or
more of the Participating Companies. The Company may at any time or from time to
time terminate or modify the Plan or suspend for any period the operation of any
provision thereof, in respect of any employees located in one or more states or
countries, if in the judgment of the Committee compliance with the laws of such
state or country would involve disproportionate expense and inconvenience to a
Participating Company. Any such modification that affects the rights or duties
of the Trustee may be made only with the consent of the Trustee. Any such
termination, modification or suspension of the Plan may affect members in the
Plan at the time thereof, as well as future members, but may not affect the
rights of a member as to the continuance of investment, distribution or
withdrawal of the cash value of assets in the account of the member as of the
effective date of such termination, modification or suspension and earnings
thereon; provided, however, that the Company may, in the event of a termination
of the Plan, direct the Trustee to distribute the assets in the accounts of
members in the Plan to such members. Any termination or modification of the Plan
or suspension of any provision thereof shall be effective as of such date as the
Company may determine, but not earlier than the date on which the Company shall
give notice of such termination, modification or suspension to the Trustee and
to the Participating Companies any of the employees of which are affected
thereby.

      


      2. The
provisions of the foregoing Subparagraph 1 notwithstanding, the Company, by
action of its Group Vice President-Human Resources and Labor Affairs, Executive
Vice President and Chief Financial Officer and Senior Vice President-General
Counsel, at any time or from time to time may modify any of the provisions of
the Plan in any respect retroactively, if and to the extent necessary or
appropriate in the judgment of such officers of the Company to qualify or
maintain the Plan and the trust fund established thereunder as a plan and trust
meeting the requirements of Sections 401(a) and 501(a) of the Internal Revenue
Code of 1986, as now in effect or hereafter amended, or any other applicable
provisions of Federal tax laws or other legislation, as now in effect or
hereafter amended or adopted, and the regulations thereunder at the time in
effect.


      
        
           


        

        
          - 28
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      3.
Anything herein to the contrary notwithstanding, no such termination or
modification of the Plan or suspension of any provision thereof may diminish the
cash value of assets in the account of a member as of the effective date of such
termination, modification or suspension.

      


      4. In the
event of any merger or consolidation with, or transfer of assets or liabilities
to, any other plan, each employee member, former employee, former member,
beneficiary or estate eligible under the Plan shall, if the Plan is then
terminated, receive a benefit immediately after the merger, consolidation or
transfer, which is equal to the benefit he or she would have been entitled to
receive immediately before the merger, consolidation or transfer if the Plan had
then terminated.

      


      XXII.
Conditions on Participation of Subsidiaries of the Company

      


      The
consent of the Company to the participation in the Plan of any Subsidiary of the
Company may be conditioned upon such provisions as the Company may prescribe,
including, without limitation, conditions as to (a) the instruments to be
executed and delivered by such Participating Company to the Trustee, (b) the
extent to which the Company shall act as representative of such Participating
Company under the Plan, and (c) the rights of such Participating Company to
withdraw from participation in the Plan and the effect of such withdrawal upon
the memberships and accounts in the Plan of employees of such Participating
Company.

      


      XXIII.
Member’s Rights Not Transferable

      


      No right
or interest of any Member under the Plan or in his or her account shall be
assignable or transferable, in whole or in part, either directly or by operation
of law or otherwise, including, without limitation, by execution, levy,
garnishment, attachment, pledge or in any other manner, except to the extent
permitted by Code Section 401(a)(13) or ERISA Section 206(d), and further
excluding devolution by death or mental incompetency; no attempted assignment or
transfer thereof shall be effective; and no right or interest of any Member
under the Plan or in his or her account shall be liable for, or subject to, any
obligation or liability of such Member.

      


      XXIV.
Designation of Beneficiaries

      


      (1) A
member may file with the Company a written designation of a beneficiary or
beneficiaries with respect to all or part of the assets in the member’s account.
In the case of a married member who dies, the cash value of assets in such
member’s account shall be delivered to such member’s surviving spouse unless the
written designation of beneficiary designating a person or persons other than
the spouse with respect to all or part of the assets in the member’s account
includes the written consent of the spouse, witnessed by a notary public. A
member, if married, with such written consent of the spouse, may from time to
time revoke or change any such designation of beneficiary.

      


      (2) In
the case of an unmarried member who does not file a written designation of
beneficiary, such member shall be deemed to have designated as beneficiary or
beneficiaries under the Plan the person or persons who are entitled in the event
of the member’s death to receive the proceeds under the Company’s Group Life and
Disability Insurance Program if the member is covered under such Program at the
date of his or her death.

      


      (3) In
the event of the death of a member, the cash value of assets in his or her
account under the Plan shall be delivered to, as applicable, such spouse or
beneficiaries who shall survive the member, in accordance with the applicable
designation (to the extent effective and enforceable at the time of the member’s
death) and the provisions of the Plan, subject to such regulations as the
Committee from time to time may prescribe in respect of distributions to minors;
provided, however, that if the Trustee or the Committee shall be in doubt as to
the right of any such person to receive any of the cash value of such assets,
the Trustee may deliver the same to the estate of the member, in which case the
Trustee, the several Participating Companies and the Committee and the several
members thereof and alternates for members shall not be under any further
liability to anyone. Except as hereinabove provided, in the event of the death
of a member, the cash value of assets in his or her account under the Plan shall
be delivered to his or her estate.


      
        
           


        

        
          - 29
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      XXV. Limitation on Contributions
under Section 415 of the Internal Revenue Code

      


      Notwithstanding
any other provision of the Plan, the sum of any Tax-Efficient Savings and
After-Tax Savings Contributions for any limitation year shall not exceed the
applicable limits set by Section 415 of the Internal Revenue Code and the
regulations thereunder. Additionally, prior to January 1, 2000, the combined
limitation of Section 415(e) of the Internal Revenue Code will be administered
so that a Member’s defined benefit plan fraction and defined contribution plan
fraction will not exceed 1.0 in any limitation year and will be accomplished by
reducing the rate of benefit accruals under the defined benefit plan so that the
sum of the fractions equals 1.0. Thereafter, such combined limitation shall not
apply. For purposes of this Paragraph XXV, “limitation year” shall mean the
12-month period beginning April 1.

      


      XXVI.
Transfer of Assets to or from the Plan

      


      1.
Notwithstanding any other provisions of the Plan, and subject to such
regulations and procedures as the Committee may prescribe, assets may be
transferred to the Plan from the Tax Reduction Act Stock Ownership Plan for
Hourly Employees in the United States or the Tax Reduction Act Stock Ownership
Plan for Salaried Employees or any other similar plan maintained by the Company
or its subsidiaries. If any cash or securities shall be delivered to the Trustee
by the trustee under any of such plans, effective on or after April 30, 1989,
the Trustee shall receive and hold such assets in the Plan trust and shall
credit them to accounts in the Plan for employees on whose behalf such assets
have been transferred. Assets received in cash shall be invested in the Current
Interest Fund, or its successor. Thereafter all such assets shall be subject to
all provisions of the Plan applicable to any other assets credited to the
accounts of Members.

      


      2. A
Member may elect to have the Plan accept a transfer from a savings plan of a
subsidiary where the Member was previously employed of any fully vested amounts,
either in the form of cash or Company stock, provided that such acceptance would
not require the Plan to provide benefits in an amount or form not otherwise
provided under the Plan in order to preserve an accrued benefit under the
transferor plan. Amounts transferred would be invested in accordance with the
Member’s election among investment elections available under the Plan made at
the time of election to have assets transferred. Thereafter, all such assets
shall be subject to all provisions of the Plan applicable to any other assets
credited to the accounts of Members.

      


      3. A
Member who is no longer eligible to contribute to the Plan may elect to have
transferred from the Plan all, but not less than all, assets in such Member’s
account under the Plan, either in the form of cash or Company stock, to a
savings plan of a subsidiary where the Member is currently employed, subject to
acceptance by the transferee plan.

      


      4.
Effective December 31, 2004, the ZF Batavia LLC Savings Plan for Hourly
Employees ("ZFBSPHE") was merged with the Plan, and all assets of the ZFBSPHE
were transferred to the Plan on this date.

      


      XXVII.
Employee Stock Ownership Plan

      


      1. There
was established in the Plan an Employee Stock Ownership Plan (‘‘ESOP’’)
effective January 1, 1989. The ESOP consists of all the shares of Company stock
in the Plan at any time and from time to time including all the shares in the
Ford Stock Fund, shares formerly allocated to members’ accounts and shares held
in the suspense account as hereinafter described and all assets attributable to
contributions made after December 31, 1988.

      


      2. The
trustee of the ESOP shall be the Trustee of the Plan or such other qualified
organization as the Company shall select (the ‘‘Trustee of the ESOP’’). The
Trustee of the Plan and the Trustee of the ESOP shall hold, invest, transfer and
distribute the shares of Company stock and all other assets in the ESOP in
accordance with the provision of this Paragraph XXVII and the Plan. In the event
the Company selects an organization other than the Trustee of the Plan to be
Trustee of the ESOP, their duties under the ESOP shall be allocated between them
as hereinafter provided or in accordance with the provisions of the trust
agreements appointing such Trustee of the Plan and Trustee of the
ESOP.


      
        
           


        

        
          - 30
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      Exhibit
4.1

      


      


      3. (i)
The Trustee of the ESOP shall borrow on behalf of the ESOP an amount not
exceeding the amount of dividends estimated by the Trustee of the ESOP, after
consultation with the Trustee of the Plan and the Treasurer of the Company, to
be paid on Company stock held continuously since January 1, 1989 in the ESOP for
such period as the Trustee of the ESOP shall select, subject to a guarantee by
the Company of payment of any such loan.

      (ii) The
Trustee of the ESOP is authorized to borrow such amount from such persons,
including the Company, as the Trustee of the ESOP shall determine. The loan
shall provide for repayment, within such period as the Trustee of the ESOP shall
have selected, and shall be payable on such other terms as the Trustee of the
ESOP in its sole discretion shall determine. The interest rate of a loan must
not be in excess of a reasonable rate of interest.

      (iii) The
proceeds of any such loan shall be used by the Trustee of the ESOP to purchase
as soon as practicable shares of Company stock in accordance with the provisions
of Paragraph XVII hereof. The Trustee of the ESOP is authorized to pledge such
stock as security for payment of such loan. The loan shall be without recourse
against the ESOP.

      


      4. The
Trustee of the ESOP shall hold the shares of Company stock so purchased in the
Plan in a suspense account unallocated until such time as all or part of the
related loan and interest thereon is paid as hereinafter provided. The Trustee
of the ESOP shall vote shares of Company stock in the suspense account in its
discretion, notwithstanding the provisions of Paragraph XVIII
hereof.

      


      5. The
Trustee of the Plan and the Trustee of the ESOP shall apply dividends paid on
Company stock held in the ESOP with respect to which a loan was taken, including
shares held in the Ford Stock Fund, to payment of such loan made in accordance
with Subparagraph 3 hereof and interest thereon.

      


      In the
event that such dividends paid on Company stock are not sufficient to enable the
Trustee of the ESOP to make any payment on such loan the Trustee of the ESOP
shall sell shares of Company stock held in the suspense account in an amount
necessary to permit such payment provided, however, that the Company may elect
to make an additional contribution to the Plan by making payment to the Trustee
of the ESOP in an amount sufficient to enable the Trustee of the ESOP to make
all or part of such payment without selling shares of Company stock held in the
suspense account.

      


      In the
event that such dividends paid on Company stock and the amount realized from the
sale of Company stock held in the suspense account are not sufficient to enable
the Trustee of the ESOP to make any payment on such loan, the Company shall make
an additional contribution to the Plan by making payment to the Trustee of the
ESOP in an amount sufficient to enable the Trustee of the ESOP to make such
payment or shall pay such amount to the lender.

      


      6. The
shares held in the suspense account shall be released from the suspense account
to the Trustee of the Plan in an amount that bears the same ratio to the total
number of shares in the suspense account as the amount of principal and interest
paid on the loan bears to the total amount of principal and interest
outstanding. The Trustee of the Plan shall allocate such shares so released to
the Ford Stock Fund and the accounts of members who have elected to invest in
the Ford Stock Fund shall be adjusted as if the dividends paid on Company stock
with respect to shares held in the Ford Stock Fund had been used to acquire
shares of Company stock in the open market on the last day of the month
preceding the date such shares are released from the suspense
account.

      


      To the
extent that the number of shares released from the suspense account at any time
is less than the number that would be required for allocation to the Ford Stock
Fund if the dividends paid on Company stock had been used to acquire shares of
Company stock in the open market at the closing price on the New York Stock
Exchange on the dividend payment date, the Trustee of the ESOP shall release
additional shares from the suspense account so that the value at the closing
price on the New York Stock Exchange on the dividend payment date of the total
number of shares released to the Trustee of the Plan for the Ford Stock Fund
shall equal the total of (a) the dividends paid to the Trustee of the ESOP by
the Trustee of the Plan with respect to Company Stock held in the Ford Stock
Fund and (b) the dividends received by the Trustee of the ESOP with respect to
Company Stock held in the suspense account. If there are not enough additional
shares in the suspense account to satisfy the requirement of the immediately
preceding sentence, the Company shall make an additional contribution to the
Plan in an amount sufficient to permit the Trustee of the ESOP to acquire
additional shares so that the value at the closing price on the dividend payment
date of the shares released to the Trustee of the Plan plus cash, if any, shall
equal the dividends paid by the Trustee of the Plan with respect to Company
Stock to the Trustee of the ESOP. If at the end of any Plan Year, or after the
final payment of any loan effected pursuant to Subparagraph 3 above, additional
shares of Company Stock have been released from the suspense account during the
Plan Year to satisfy the requirements of the first sentence of this paragraph
and there is not at the end of the Plan Year an excess of shares as described in
the immediately following paragraph at least equal in value to the value of the
additional shares released (measured as provided in the first sentence of this
paragraph) previously in the Plan Year, the Company shall make an additional
contribution to the Plan so that the total value of the excess shares described
in the immediately following paragraph and the contribution equals the value (as
determined in the first sentence of this paragraph) of the additional shares
released.


      
        
           


        

        
          - 31
-

          
            

          

        

        
           


        

      


      Exhibit
4.1

      


      


      To the
extent that the number of shares released from the suspense account at any time
exceeds the number that would be required if the dividend paid on Company stock
had been used to acquire shares of Company stock in the open market, the excess
shall be held by the Trustee of the ESOP and released at the end of the calendar
year to the Trustee of the Plan for an addition to the Ford Stock Fund and
allocation of additional units in the Ford Stock Fund to the accounts of members
in an amount proportional to the number of Ford Stock Fund units in their
accounts.

      


      7.
Contributions to the ESOP for any eligible employee who is a highly compensated
employee shall be limited to the extent required under the principles described
in Paragraph IV with respect to Tax-Efficient Savings
Contributions.

      


      8. The
Committee is authorized to make such adjustments in the administration of the
Plan and the ESOP as it deems necessary, appropriate or desirable to carry out
the purposes and intents of this Paragraph XXVII.

      


      9. In the
event that any or all of the tax benefits available under the tax laws on the
effective date hereof are restricted or eliminated, as determined by the
Company, the Trustee of the ESOP is authorized upon direction by the Company to
sell upon such terms, at such times and to such persons, as the Trustee of the
ESOP in its sole discretion shall determine, any or all of the shares of Company
stock in the suspense account and to use the proceeds of such sale to pay all or
part of the loan balance outstanding, together with interest thereon. Any excess
shares in the suspense account at such time shall be allocated as provided in
Subparagraph 6 hereof.

      


      XXVIII.
Claim Procedure

      


      (a)
Denial of a Claim for Benefits or Participation

      


      A
claimant shall make a claim for benefits or participation by making a request in
accordance with the Plan. If a claim for benefits or participation is denied in
whole or in part, the claimant will receive written notification from the third
party plan administrator within ninety (90) days from the date the claim for
benefits or participation is received. Such notice shall be deemed given upon
mailing, full postage prepaid in the United States mail or if provided
electronically to the claimant. Any actual denial of a claim under this Plan
shall be written and set forth in a manner calculated to be understood by the
claimant. The denial of claim shall include (i) the specific reason or reasons
for the denial; (ii) specific reference to pertinent Plan provisions on which
the denial is based along with a copy of such Plan provisions or a statement
that one will be furnished at no charge upon the claimant’s request; (iii) a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and (iv) appropriate information as to the steps to be taken if the
claimant wishes to submit his or her claim for review, along with a statement of
the claimant’s right to bring a civil action under Section 502(a) of ERISA
following an adverse benefit determination on review. If the third party plan
administrator determines that an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial ninety (90) day period. In no event shall such
extension exceed a period of ninety (90) days from the end of such initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render the
determination.

      


      (b)
Review of Denial of the Claim for Benefits or Participation by the
Committee

      


      In the
event that the third party plan administrator denies a claim, a claimant may (i)
request a review upon appeal by written application to the Committee; (ii)
review pertinent documents; and (iii) submit issues and comments in writing. A
claimant must request a review upon an appeal of the denial of the claim by the
third party plan administrator under this Plan within sixty (60) days after the
claimant receives the written notification of denial of the claim. Since the
Committee is reviewing the appeal, it will be considered at the Committee’s next
regularly scheduling meeting. If it is filed within thirty (30) days of the next
meeting, a decision by the Committee, as appropriate shall be made by the date
of the second meeting after receipt of the claimant’s request for review. Under
special circumstances an extension of time for processing may be required, in
which case a decision shall be rendered by the date of the third meeting. If an
extension is required because information is incomplete, the review period will
be tolled from date the notice was sent to the date information is received. In
the event such an extension is needed, written notice of the extension shall be
provided to the claimant prior to the commencement of the extension. Written
notice of a decision will be made not any later than five (5) days after the
decision has been made by the Committee. The decision on review shall be in
writing in a manner calculated to be understood by the claimant, and include (i)
the specific reason or reasons for the denial; (ii) specific reference to
pertinent Plan provisions on which the denial is based along with a copy of such
Plan provisions or a statement that one will be furnished at no charge upon the
claimant’s request; (iii) a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits; and (iv) a statement of the claimant’s right to bring a civil action
under Section 502(a) of ERISA following an adverse benefit determination on
review. Decisions of the Committee are final and conclusive and are only subject
to the arbitrary and capricious standard of judicial review.


      
        
           


        

        
          - 32
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Exhibit
4.1

    
      


      


      (c)
Fiduciary Claims

      


      (i) A
claimant shall make a claim alleging breach of fiduciary duties by filing a
written claim with the Plan Administrator. The claim must specifically set forth
the facts concerning the alleged breach and must clearly identify the Plan
fiduciary who claimant alleges has committed a fiduciary breach. The claim shall
cite the legal basis for the allegation of fiduciary breach and shall set forth
the remedy that the claimant requests on behalf of the Plan.

      


      (ii)The
Plan Administrator shall review the claim and make a determination within ninety
(90) days from the date the claim is received. Such notice shall be deemed given
upon mailing, full postage prepaid in the United States mail or if provided
electronically to the claimant. Any actual denial of a claim shall be written
and set forth in a manner calculated to be understood by the claimant. The
denial of the claim shall include the elements set forth in section (b) above.
If the Plan Administrator determines that an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial ninety (90) day period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Plan Administrator expects to render the
determination. At the Plan Administrator’s discretion, the claim may be referred
to the Committee or the Senior Vice President -General Counsel for
review.

      


      (iii) In
the event that the Plan Administrator denies a claim, a claimant may (i) request
a review upon appeal by written application to the Committee; (ii) review
pertinent Plan documents; and (iii) submit issues and comments in writing. A
claimant must request a review upon appeal of the denial of the claim by the
Plan Administrator under this Plan within sixty (60) days after the Participant
receives written notification of denial of the claim. The appeal will be
considered at the Committee’s next regularly scheduled meeting. If the appeal is
filed within thirty (30) days of the next meeting, a decision by the Committee,
as appropriate, shall be made by the second meeting after receipt of the
Participant’s request for review. Under special circumstances, an extension of
time for processing may be required, in which case a decision shall be rendered
by the date of the third meeting. If an extension is required because
information is incomplete, the review period will be tolled from the date the
notice was sent to the date the information is received. In the event such an
extension is needed, written notice of the extension shall be provided to the
claimant prior to the commencement of the extension. In reviewing the claim, the
Committee may retain experts or other independent advisors. In such event, an
extension of time for processing may be required but a decision on the appeal
shall be made as soon as is reasonably practicable under the circumstances.
Written notice of the decision will be made to the claimant not any later than
five (5) days after the decision has been made by the Committee. At the
Committee’s discretion, an appeal from a denial of the claim by the Plan
Administrator, or a referral of a claim directly to the Committee by the Plan
Administrator, may be referred to the Senior Vice President -General Counsel for
review.

      


      (iv) When
a claim for breach of fiduciary duty, or an appeal from a denial of a fiduciary
duty claim under sections (ii) and (iii) above, is referred to the Senior Vice
President-General Counsel, he/she shall have full authority and sole discretion
to determine the manner in which to discharge his/her responsibility with
respect to the review of the claim or the appeal. This includes, but is not
limited to, retaining the responsibility to review the claim or appeal,
appointing an independent fiduciary, seeking a declaratory judgment in federal
court, or seeking review of the claim or appeal by an existing or specially
appointed committee of the Board. The Senior Vice President-General Counsel, or
any person who is responsible for making the decision with respect to the claim
or appeal as determined by the Senior Vice President-General Counsel as
described above (“Appointee”), may retain experts or other independent advisors
in his/her sole discretion with respect to review of the claim or appeal. The
claim or appeal shall be reviewed on the basis of the written record submitted
by the Participant and the record developed by the Plan Administrator, if
any.

    

    


    
      
        
           


        

        
          - 33
-

          
            

          

        

        
           


        

      

    

    


    Exhibit
4.1

    


    


    (v)A
decision shall be made as soon as reasonably practicable under the
circumstances. Written notice of the decision will be made to the claimant not
any later than five (5) days after the decision has been made. The decision on
review shall be in writing in a manner calculated to be understood by claimant,
and include (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent Plan provisions on which the denial is based along with a
copy of such Plan provisions or a statement that one will be furnished at no
charge upon the claimant’s request; (iii) a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to,
copies of, all documents, records, and other information relevant to the
claimant’s claim; and (iv) a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following an adverse determination on
review. The Plan Administrator, Committee, the Senior Vice President-General
Counsel or the Appointees each severally shall have full power and discretion
under the Plan to consider Participant fiduciary claims. Decisions of the
Committee, the Senior Vice President-General Counsel or the Appointees, as the
case may be, are final and conclusive and are only subject to the arbitrary and
capricious standard of judicial review and shall bind and may be relied upon by
the Participants, beneficiaries, or the estate or legal representative thereof,
the Trustee and all other parties in interest.

    


    XXIX.
Limitation on Claims

    


    No legal
action may be brought by a participant, dependent, beneficiary, or the estate or
legal representative thereof for entitlement to benefits under the Plan or for
breach of fiduciary duty until after the claims and appeals procedures of the
Plan have been exhausted. Unless a different period of limitation is
specifically provided under ERISA, any claim under the Plan must be brought no
later than two years after such claim has accrued in order for the review
authorities to conduct a timely and effective investigation of the claim. For
matters not specifically addressed in Article XXVIII, no other actions may be
brought against the Plan more than six months after such claim has
accrued.

    


    APPENDIX
A

    


    ADDITIONAL
MUTUAL FUNDS AND NON-MUTUAL FUNDS

    LIFE
STAGE FUNDS:

    


    Fidelity
Freedom Income Fund®

    Fidelity
Freedom 2000 Fund®

    Fidelity
Freedom 2010 Fund®

    Fidelity
Freedom 2020 Fund®

    Fidelity
Freedom 2030 Fund®

    Fidelity
Freedom 2040 Fundѕм

    


    EQUITY
FUNDS PASSIVELY MANAGED:

    


    BGI EAFE
Equity Index Fund – Class T*

    U.S.
Extended Market Index Fund*

    Vanguard
FTSE Social Index Fund -Institutional Shares

    Vanguard
Institutional Index Fund -Institutional Plus Shares

    


    


    *Non-Mutual
Funds

    


    
      
        
           


        

        
          - 34
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    Exhibit
4.1

    


    


    EQUITY
FUNDS ACTIVELY MANAGED -DOMESTIC:

    


    Fidelity
Capital Appreciation Fund

    Fidelity
Contrafund®

    Fidelity
Dividend Growth Fund

    Fidelity
Equity Income Fund

    Fidelity
Growth Company Fund

    Fidelity
Real Estate Investment Portfolio

    Janus
Aspen Large Cap Growth Portfolio – Institutional Class

    Neuberger
Berman Genesis Fund -Institutional Class

    Oakmark
Select Fund – Class I

    Royce
Low-Priced Stock Fund-Institutional Class

    


    EQUITY
FUNDS ACTIVELY MANAGED -INTERNATIONAL:

    


    Fidelity
Overseas Fund

    T. Rowe
Price International Discovery Fund

    Templeton
Foreign Fund -Advisor Class

    


    FIXED
INCOME:

    


    PIMCO
Real Return Fund -Institutional Class

    PIMCO
Total Return Fund -Institutional Class

    PIMCO
Total Return III Fund -Institutional Class

    T. Rowe
Price Institutional High-Yield Fund

     

     

    - 35 -