Exhibit 4.1


                              AGREEMENT CONCERNING
                           TAX-EFFICIENT SAVINGS PLAN
                              FOR HOURLY EMPLOYEES
                                       AND
                               FORD MOTOR COMPANY
                           TAX-EFFICIENT SAVINGS PLAN
                              FOR HOURLY EMPLOYEES

On this 15th day of September, 2003 , at Dearborn, Michigan, Ford Motor Company,
a Delaware corporation, hereinafter designated as the Company, and the
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America, UAW, an unincorporated voluntary association, hereinafter
designated as the Union, agree as follows:

                              AGREEMENT CONCERNING
                           TAX-EFFICIENT SAVINGS PLAN
                         FOR HOURLY EMPLOYEES AGREEMENT
                   CONCERNING TAX-EFFICIENT SAVINGS PLAN FOR
                                HOURLY EMPLOYEES

Section 1 . Continuation of Plan

    Subject to the approval of the Company's Board of Directors and receipt by
    the Company of approval by the Internal Revenue Service as meeting the
    requirements of Sections 401(a) and 401(k) of the Internal Revenue Code, the
    Company will continue the Tax-Efficient Savings Plan for Hourly Employees
    (hereinafter referred to as the Plan) in the form that has been agreed to by
    the parties, effective, except as otherwise provided in the Plan, January 1,
    1997. In the event that an Internal Revenue Service ruling acceptable to the
    Company is not obtained, the Company, within 30 days after such disapproval,
    will give written notice thereof to the Union and this Agreement shall
    thereupon have no force or effect. In that event, the matters covered by
    this Agreement shall be the subject of further negotiation between the
    Company and the Union with respect to adopting a program adhering as closely
    as possible to the language and intent of the provisions outlined in the
    Plan for which a favorable ruling may be obtained.

Section 2 . Administration

    The Plan will be maintained under provisions of Sections 401(a) and 401(k)
    of the Internal Revenue Code of l986, as amended. In the event of any
    conflict between the provisions of the Plan and the provisions of the
    Agreement, the provisions of this Agreement will supersede the provisions of
    the Plan to the extent necessary to eliminate such conflict.

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Section 3 . Obligations During Term of This Agreement

    During the term of this Agreement, neither the Company nor the Union shall
    request any change, deletion from or addition to the Plan or this Agreement,
    except as required to maintain qualification of the Plan under Sections
    401(a) and 401(k) of the Internal Revenue Code, and for compliance with
    ERISA and any other legislation governing such plans, or be required to
    bargain with respect to any provision or interpretation of the Plan or this
    Agreement; and during such period no change in, deletion from or addition to
    any provision, or interpretation, of the Plan or this Agreement, nor any
    dispute or difference occurring in any negotiations pursuant to Section 1 of
    this Agreement shall be an objective of, or a reason or cause for, any
    action or failure to act, including without limitation, any strike,
    slowdown, work stoppage, lockout, picketing or other exercise of economic
    force, or threat thereof, by the Union or the Company.

Section 4 . Nonapplicability of Collective Bargaining Agreement Grievance
Procedure

    No matter respecting the Plan as supplemented by this Agreement or any
    difference arising thereunder shall be subject to the Grievance Procedure
    established in the Collective Bargaining Agreement between the Company and
    the Union.

Section 5 . Term of Agreement; Notice to Modify or Terminate

    The Plan as amended will, except as otherwise provided in the Plan, be
    effective January 1, 1997, and this Agreement and the Plan will continue in
    effect until the termination of the Collective Bargaining Agreement dated
    September 15, 2003 between the Company and the Union. The Plan shall be
    renewed automatically for successive one-year periods thereafter unless
    either party shall give written notice to the other at least 60 days prior
    to September 14, 2007, (or any subsequent anniversary date) of its desire
    to amend or modify the Plan as of one of the dates specified in this Section
    (it being understood, however, that the foregoing provision for automatic
    one-year renewal periods shall not be construed as an endorsement by either
    party of the proposition that one year is a suitable term for such a Plan).
    If such notice is given, the Plan shall be open to modification or amendment
    on September 14, 2007, or the subsequent anniversary date, as the case may
    be.

    If either party shall desire to terminate this Agreement, it may do so on
    September 14, 2007, or any subsequent anniversary date, by giving written
    notice to the other party at least 60 days prior to the date involved.
    Anything herein which might be construed to the contrary notwithstanding,
    however, it is understood that termination of this Agreement shall not have
    the effect of automatically terminating the Plan.

    Notwithstanding termination of this Agreement and the Plan, any profit
    sharing distributions pursuant to the Ford Motor Company Profit Sharing Plan
    for Hourly Employees in the United States that otherwise would be
    contributed to the trust fund under this Plan with respect to calendar year
    2007 shall be contributed and administered in accordance with the provisions
    of this Agreement and the Plan.

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    Any notice under this Agreement shall be in writing and shall be
    sufficient, if sent by mail addressed, if to the Union, to International
    Union, UAW, 8000 East Jefferson Avenue, Detroit, Michigan 48214, or to such
    other address as the Union shall furnish to the Company in writing, and if
    to the Company, to Ford Motor Company, Dearborn, Michigan 48121, Attention:
    Vice President-Human Resources, or to such other address as the Company
    shall furnish to the Union, in writing.

IN  WITNESS WHEREOF, this Agreement is executed on behalf of each party by its
    duly authorized representatives as of the date first appearing above.

FORD MOTOR COMPANY

William Clay Ford, Jr.
Charles E. Columbus
Joe W. Laymon
Phillip L. Collier
Dennis J. Cirbes
Edward A. Livorine
Roman J. Krygier
Elizabeth A. Peacock
Martin J. Mulloy
Stephen M. Kulp
Rick E. Poynter
George W. Lindstrom
Timothy P. Hartmann
Ted A. Stawikowski
Susan C. Nutson
Richard D. Freeman
Harvey T. Procter, Jr.
James E. Brown
Livio Mezza
Alisa A. Nagle
Michael J. McCarney
Bradley W. Droppo
Vincent E. Kerr
Charles A. Conway
Mikel de Irala

UAW

International Union
National Ford Council

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Ron Gettelfinger
Joel Goddard, Subcouncil #6
Gerald D. Bantom
Jeff Washington, Subcouncils #2 & #3
Charles Hoskins
Rory Gamble, Subcouncil #1
Paul Quick
Bernie Ricke, Subcouncil #1
Barbara Scott
Brock Roy, Subcouncil #2
Bill Stevenson
Mike Abell, Subcouncil #2
Dave Curson
Frank Keatts, Subcouncil #3
Bill Corey
Tony Trupiano, Subcouncil #3
Joe Gafa
Jim Loomis, Subcouncil #4
Helen Lesley
David Litsey, Subcouncil #4
Tom Ronning
Tony Pinelli, Subcouncil #5
Bernie Pierce, Subcouncil #5
Tom Kanitz, Subcouncil #6
Angelo Marotta, Subcouncil #7

FORD MOTOR COMPANY TAX-EFFICIENT SAVINGS
PLAN FOR HOURLY EMPLOYEES 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.

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,  or any
          combination of such accounts.

     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.

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     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  September  15,  2003  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 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

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          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 and
          After-Tax Savings  Contributions,  shall mean earnings  resulting from
          the  investment and any  reinvestment  of such  contributions  and any
          increment  thereof and shall  include  interest,  dividends  and other
          distributions on such investments.

     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.

     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  Advisor"  shall  mean one or more  persons or
          companies,  corporations,  or  other  organizations  appointed  by the
          Company to provide  investment  advice to the Trustee  concerning  the
          Interest Income Fund. The Trustee may be designated an Interest Income
          Fund Advisor by the Company.

     24.  "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.

     25.  "Participating  Company"  shall  mean and  include  the  Company,  AAI
          Employee Services Company,  L.L.C., 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.

     26.  "Performance  Bonus Payments" shall mean payments to members  pursuant
          to  Article  IX,  Section  2  (b)(1)  of  the  Collective   Bargaining
          Agreement.

<PAGE>

     27.  "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.

     28.  "Profit  sharing  distributions"  shall mean  amounts  distributed  to
          hourly  employees  under  profit  sharing  plans  of  a  Participating
          Company.

     29.  "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  with-out
          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.

     30.  "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.

     31.  "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.

     32.  "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.

     33.  "Trustee" shall mean the trustee or trustees  appointed by the Company
          pursuant to the provisions of Paragraph XVI hereof.

     34.  "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 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,

<PAGE>

          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

<PAGE>

    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.

    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
             full dollar, and

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

          Subject to the foregoing provisions of this paragraph IV, the rate of
          Tax-Efficient Savings Contributions with respect to wages authorized
          by the employee may be decreased, increased or stopped by him or her
          by delivering notice of such change in such form and in such manner
          and at such  time as the Committee shall specify. If an employee shall
          become ineligible to have Tax-Efficient Savings Contributions made to

<PAGE>

          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.

    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.

<PAGE>

          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

<PAGE>

           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).

           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

<PAGE>

         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 C ode 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.

<TABLE>
<CAPTION>
           ----------------------------     -------------------------------------------
<S>                                         <C>
           If the average of the actual
           Tax-Efficient Savings            The allowable average
           Contribution percentages of      Tax-Efficient Savings
           eligible employees who are       Contribution percentage for eligible
           not highly compensated           employees
           employees for the preceding      who are highly
           Plan Year (or if the Company     compensated employees
           amends the Plan to elect         shall not exceed:
           the Current Plan Year) is:
           ----------------------------     -------------------------------------------
                                            (a) 2.0 times the average of the actual
           (a) 2% or less                    tax-efficient savings percentages for
                                             eligible employees who are not highly
                                             compensated employees.
           ----------------------------     -------------------------------------------
                                            (b) 2.0 percentage points added to the
           (b) over 2% but not more          average of the actual tax-efficient
            than 8%                          savings percentages for eligible
                                             employees who are not highly
                                             compensated employees.
           ----------------------------     -------------------------------------------
                                            (c) l.25 times the average of the tax-
                                             efficient savings percentages for
           (c) more than 8%                  eligible employees who are not highly
                                             compensated employees or, in any
                                             case, such lesser amount as the
           ----------------------------     -------------------------------------------

<PAGE>

           ----------------------------     -------------------------------------------
                                             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 Regulations
                                             Section 1.401(m)-2 shall not apply
                                             for Plan Years beginning after
                                             December 31, 2001.
           ----------------------------     -------------------------------------------
</TABLE>


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

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

After-Tax Contribution Percentage Limitation

<TABLE>
<CAPTION>

<S>                                         <C>
           ----------------------------     -------------------------------------------
           If the Average of the actual
           After-Tax Contribution           The allowable Average
           percentages of eligible          After-Tax Contribution percentage for
           employees who are not            the current Plan Year for eligible
           highly compensated               employees
           employees for the preceding      who are highly
           Plan Year (or if the Company     compensated employees
           amends the Plan to elect the     shall not exceed:
           current Plan Year) is:
           ----------------------------     -------------------------------------------
                                            (a) 2.0 times the average of the actual
           (a) 2% or less                    After-Tax Contribution percentages for
                                             eligible employees who are not highly
                                             compensated employees.
           ----------------------------     -------------------------------------------
                                            (b) 2.0 percentage points added to the
                                             average of the actual After-Tax
           (b) over 2% but not               Contribution percentages for eligible
            more than 8%                     employees who are not highly
                                             compensated employees.
           ----------------------------     -------------------------------------------
                                            (c) l.25 multiplied by the Average After-
                                             Tax Contribution percentage for eligible
           (c) more than 8%                  employees who are not highly
                                             compensated employees or, in any case,
           ----------------------------     --------------------------------------------

<PAGE>

           ----------------------------     -------------------------------------------
                                             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 Regulations Section
                                             1.401(m)-2 shall not apply for Plan
                                             Years beginning after December 31,
                                             2001.
           ----------------------------     -------------------------------------------
</TABLE>

      (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 P lan Y ear 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

<PAGE>

            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.

    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

<PAGE>

            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, A fter-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.

    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.

<PAGE>

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 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 for additions to, deletions from or replacements for any of
    the Additional 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

<PAGE>

        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.

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 60 th day after the close of the Plan Year in
            which such member attains age sixty-five (65),

<PAGE>

        (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 2000, 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:

               (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)-0 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.

<PAGE>

            (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) 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, 2004,
            rollover amounts will not be considered when determining this
            involuntary distribution.

    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.

<PAGE>

    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 70, 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.

<PAGE>

            (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.

        (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
            distribubitions 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.

<PAGE>

        (v) Required Beginning Date. April 1 of the calendar year following the
            later of: (a) the calendar year in which the employee attains age 70
            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 70.

    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

<PAGE>

            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.

            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

<PAGE>

            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 Tax-Efficient Savings
Contributions

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

        (i) 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. 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

<PAGE>

    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).

    All such loans shall (i) be available to all members on a reasonably
    equivalent basis, (ii) be adequately secured and (iii) bear a reasonable
    rate of interest and be subject to such other requirements, including
    repayment terms, as the Committee from time to time may prescribe, provided,
    however, that (a) the entire amount of any such loan and all amounts of
    related interest must be repaid not later than 60 months or, in the case of
    a loan made for the member to buy or construct the principal residence of
    the member, 120 months (or, when permitted by law, such later date as the
    Committee may determine) after the month in which the loan is effective and
    (b) repayments shall be made by a member from his or her wages by payroll
    deductions or in such other manner as the Committee may prescribe. In no
    event shall the repayment be made less frequently than once per calendar
    quarter. The Committee shall determine a rate of interest such that the Plan
    is provided with a return commensurate with the interest rates charged by
    persons in the business of lending money for loans which would be made under
    similar circumstances. Any loan to a member shall be secured by such
    member's interest in the Plan. All such requirements shall be applicable on
    a uniform and non-discriminatory basis to all members who may apply for such
    loans.

    Amounts paid by a member, including interest payments, with respect to any
    such loan shall be credited to a loan subaccount in such member's account.
    Loan repayments, including interest, on loans made before October 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,
    semi-annual or annual installments over such period of time as the

<PAGE>

    member shall specify. Each such installment shall be paid in an amount equal
    to the cash value of assets in such member's account at the effective date
    of each such installment multiplied by a fraction the numerator of which is
    one and the denominator of which is the number of installments remaining in
    the period specified by the member. The cash value of each such installment
    in a systematic withdrawal shall be withdrawn proportionately from each of
    the investments which the member has elected under the Plan at the effective
    date of each such installment. The effective date of each such installment
    shall be selected by the Committee and communicated to members of the Plan.
    Such systematic withdrawals shall be subject to such further requirements as
    the Committee shall specify. In the event that the systematic withdrawals
    specified by the member do not meet the minimum distribution requirements
    beginning at age seventy and one half (70 1/2) under Section 401(a) (9) of
    the Internal Revenue Code as specified in Paragraph X, then such additional
    amounts shall be distributed in accordance with the provisions of Paragraph
    X as necessary to satisfy such minimum distribution requirements.

    An immediate and heavy financial need shall be deemed to exist if the
    requirements of Treasury Regulation Section 1.401(k)-1(d)(2)(ii)(B) are met
    or if an expense of $500 or more is approved by the Committee as
    constituting an immediate and heavy financial need. A withdrawal will be
    deemed necessary to satisfy such financial need if (i) the withdrawal is not
    in excess of the immediate and heavy financial need; (ii) the member has no
    other distribution or nontaxable loan privileges available from any plan
    maintained by the Company or its subsidiaries; (iii) the member's
    contributions to the Company's savings plans are suspended for twelve months
    after the withdrawal; and (iv) the annual limit on Tax-Efficient Savings
    Contributions in the taxable year of enrollment following the hardship
    withdrawal is reduced by the amount of Tax-Efficient Savings Contributions
    made in the withdrawal year. Any withdrawal on account of financial hardship
    cannot exceed the dollar amount of Tax-Efficient Savings Contributions made
    to the account of the member, exclusive of earnings thereon after December
    31, 1988. Any such withdrawal of assets shall be made as of the date
    specified by the Committee in its determination of the existence of a
    financial hardship. The assets so withdrawn shall be delivered to the member
    as soon as practicable after the effective date of the withdrawal.

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

    A member who would otherwise request a withdrawal may elect to have the
    Trustee transfer directly to an Individual Retirement Account ("IRA") of the
    member or to another employer's plan in which the member is a participant
    all or part of the assets included in the withdrawal, including Company
    stock, except (i) a withdrawal made after attainment of age seventy and

<PAGE>

    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)   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.

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

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

        (b)   Ford Stock Fund Units

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

        (c)   Ford Stock Fund Unit Prices

<PAGE>

                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) made
                during any month shall be credited at the Ford Stock Fund Unit
                Price determined as of the close of business on the day that
                such contributions are received by the Trustee. Ford Stock Fund
                Units withdrawn or distributed shall be valued at the Ford Stock
                Fund Unit Price at the close of business on the day coinciding
                with the effective date of such withdrawal or distribution.

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

        (d)   Distribution and Withdrawal From Ford Stock Fund

<PAGE>

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

        (e)   Registered Name

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

        (f)   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.

        (g)   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.

    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

<PAGE>

                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.

        (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 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

<PAGE>

                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 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

<PAGE>

                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) and/or After-Tax Savings 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.

                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

<PAGE>

                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 members' 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

<PAGE>

                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 members' accounts with
                respect to Tax-Efficient Savings Contributions (including
                Catch-Up Contributions) and/or After-Tax 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.

        (d)   Distribution and Withdrawal From 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) and/or After-Tax Savings Contributions invested
                in the Interest Income Fund or for whom a transfer is made as
                provided in Paragraph VIII, the Trustee shall invest the sums so
                to be invested or transferred in accordance with instructions of
                one or more persons, companies, corporations or other
                organizations appointed by the Company. The Trustee may be
                appointed for such purpose.

                Investments shall be made with the objective of providing a
                broadly diversified, stable value investment in which the value
                of the member's investment 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.

<PAGE>

                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 Advisor. 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.

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

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

        (e) Interest Income Fund Value

<PAGE>

                The term "Value" as used herein shall mean the value in money of
                the net assets in the Interest Income Fund. The Interest Income
                Fund Value shall be determined each business day that is a
                trading day on the New York Stock Exchange. Interest Income Fund
                Values shall be determined before giving effect to any
                distribution or withdrawal and before crediting contributions or
                transfers to members' accounts effective as of any such business
                day. The Value of the Interest Income Fund shall be computed as
                follows:

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

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

        (f)   Registered Name

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

    5.   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

<PAGE>

    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.

XVI. Trustee

    The Company shall appoint one or more individuals or corporations to act as
    Trustee under the Plan, and at any time may remove the Trustee and appoint a
    successor Trustee. The Company may, without reference to or action by any
    employee, member or beneficiary or any other Participating Company, enter
    into such Trust Agreement with the Trustee and from time to time enter into
    such further agreements with the Trustee or other parties, make such
    amendments to such Trust Agreement or further agreements and take such other
    steps and execute such other instruments as the Company in its sole
    discretion may deem necessary or desirable to carry the Plan into effect or
    to facilitate its administration.

    The Trustee and the Company may by mutual agreement in writing arrange for
    the delegation by the Trustee to the Committee of any of the functions of
    the Trustee, except the custody of assets, the voting of Company stock held
    by the Trustee and the purchase and sale or redemption of securities.

    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

<PAGE>

    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.

    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.

<PAGE>

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

XIX. Cash Adjustments on Account of Fractional Interests in Securities

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

XX. Operation and Administration

    Pursuant to ERISA, the Company shall be the sole named fiduciary with
    respect to the Plan and shall have authority to control and manage the
    operation and administration of the Plan.

    The Vice President-Human Resources, the Vice President-Finance and Treasurer
    and the Vice President-General Counsel shall have the authority, on behalf
    of the Company, to appoint and remove trustees under the Plan, to approve
    policies relating to the allocation of contributions and the distribution of
    assets among trustees, and to approve Plan amendments other than Plan
    amendments relating to the offering of Company stock as an investment
    election which amendments shall be made by the Board of Directors.

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

    Except as otherwise provided in this Paragraph XX or elsewhere in the Plan,
    the Vice President-Human Resources and the Vice President-Finance and
    Treasurer are designated to carry out the Company's responsibilities with
    respect to the Plan, including, without limitation, appointment and removal
    of members of the Committee and determination of prior service for
    eligibility purposes under the Plan in the event of acquisition by a
    Participating Company (by purchase, merger, or otherwise) of all or part of
    the assets of another corporation. The Vice President-Human Resources and
    the Vice President-Finance and Treasurer may allocate responsibilities
    between themselves and may designate other persons to carry out specific
    responsibilities on behalf of the Company.

<PAGE>

    Any Company director, officer or employee who shall have been expressly
    designated pursuant to the Plan to carry out specific Company
    responsibilities shall be acting on behalf of the Company. Any person or
    group of persons may serve in more than one capacity with respect to the
    Plan and may employ one or more persons to render advice with regard to any
    responsibilities such person has under the Plan.

    The Company shall create a 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.

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

    Brokerage commissions, fees and transfer taxes incurred in connection with
    the purchase or sale of Company stock shall be paid by the Company.
    Brokerage commissions and transfer taxes on the purchase and sale of Common
    Stock Index Fund securities shall be paid from

<PAGE>

    Common Stock Index Fund assets by the Trustee, 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 and the expenses of the Bond Index Fund including,
    without limitation, investment management fees 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. All management fees, redemption fees and all
    other expenses of any mutual funds offered as an investment election under
    the Plan shall be paid from assets in such mutual funds or charged to the
    accounts of members who elect to invest in such mutual funds. All other
    expenses of administration of the Plan, including expenses charged or
    incurred by the Trustee or the Company, shall be borne by the Company.
    Taxes, if any, on any Ford Stock Fund Units, Common Stock 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.

    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.

    The Company, by action of the Vice President-Finance and Treasurer, the
    Vice President-Human Resources, and the Vice President-General Counsel shall
    create an Investment Process Committee. The Investment Process Committee
    shall:

        (a) Recommend investment process guidelines to the Vice Presidents for
            their approval;

        (b) Review the investment process guidelines for continuing
            appropriateness;

        (c) Recommend changes to the guidelines for approval by the
            Vice Presidents;

        (d) Review the performance of investment options pursuant to the
            investment process guidelines and make recommendations regarding the
            addition to, deletion from, or replacement of investment options
            under the Plan; and

        (e) Review the overall line-up of investment options to ensure that, in
            total, the Plan's objectives are achieved.

<PAGE>

    The Investment Process Committee shall be responsible for maintaining the
    investment options under the plan solely in the interest of the Plan's
    members and their beneficiaries.

    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 Vice President-Human Resources, Vice
        President-Finance and Treasurer and Vice President-General Counsel, at
        any time or from time to time may modify any of the provisions of the
        Plan in any respect retroactively, if and to the extent necessary or
        appropriate in the judgment of such officers of the Company to qualify
        or maintain the Plan and the trust fund established thereunder as a plan
        and trust meeting the requirements of Section 401(a) and 501(a) of the
        Internal Revenue Code of 1986, as now in effect or hereafter amended, or
        any other applicable provisions of Federal tax laws or other
        legislation, as now in effect or hereafter amended or adopted, and the
        regulations thereunder at the time in effect.

<PAGE>

    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 with- drawal upon the memberships and accounts
    in the Plan of employees of such Participating Company.

XXIII. Member's Rights Not Transferable

    No right or interest of any member under the Plan or in his or her account
    shall be assignable or transferable, in whole or in part, either directly or
    by operation of law or otherwise, including, without limitation, by
    execution, levy, garnishment, attachment, pledge or in any other manner,
    except in accord with provisions of a qualified domestic relations order as
    defined by Section 414(p) of the Internal Revenue Code of 1986 and Section
    206(d) of ERISA and further excluding devolution by death or mental
    incompetency; no attempted assignment or transfer thereof shall be
    effective; and no right or interest of any member under the Plan or in his
    or her account shall be liable for, or subject to, any obligation or
    liability of such member.

XXIV. Designation of Beneficiaries

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

<PAGE>

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

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

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

    Notwithstanding any other provision of the Plan, the 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

    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.

<PAGE>

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

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

XXVII. Employee Stock Ownership Plan

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

    2.  The trustee of the ESOP shall be the Trustee of the Plan or such other
        qualified organization as the Company shall select (the "Trustee of the
        ESOP"). The Trustee of the Plan and the Trustee of the ESOP shall hold,
        invest, transfer and distribute the shares of Company stock and all
        other assets in the ESOP in accordance with the 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.

    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.

<PAGE>

        (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

<PAGE>

            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.

            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

<PAGE>

        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

                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 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

<PAGE>

                Committee's next regularly scheduling meeting. If it is filed
                within thirty (30) days of the next meeting, a decision by the
                Committee 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.

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, until after the claims and appeals procedures of the Plan have
    been exhausted, and, unless a different period of limitation is specifically
    provided under ERISA, no later than two years after such claim has accrued.
    No other actions may be brought against the Plan more than six months after
    such claim has accrued.

           ----------------------------------------------------------

Appendix A

Additional Mutual Funds

LIFE STAGE FUNDS:

Fidelity Freedom Income Fund
Fidelity Freedom 2000 Fund
Fidelity Freedom 2010 Fund

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Fidelity Freedom 2020 Fund
Fidelity Freedom 2030 Fund
Fidelity Freedom 2040 Fund

EQUITY FUNDS - PASSIVELY MANAGED:

BGI EAFE Equity Index Fund
Domini Social Equity Fund
U.S. Extended Market Index Fund
Vanguard Institutional Index Trust - Institutional Plus Shares

EQUITY FUNDS - ACTIVELY MANAGED - DOMESTIC:

Fidelity Capital Appreciation Fund
Fidelity Contrafund
Fidelity Dividend Growth Fund
Fidelity Equity - Income Fund
Fidelity Growth Company Fund
Fidelity Magellan Fund
Fidelity Real Estate Investment Portfolio
INVESCO Dynamic Fund - Investor Class
Janus Aspen Growth - Portfolio Institutional
Neuberger Berman Genesis Fund - Investor Class
Oakmark Select I Fund
Royce Low-Priced Stock Fund
Vanguard Explorer Fund - Admiral Class

EQUITY FUNDS - ACTIVELY MANAGED - INTERNATIONAL:

Citizens Global Equity Institutional - Fund
Fidelity Overseas Fund
Janus Aspen International Growth Fund - Institutional
Morgan Stanley Institutional Global - Value Equity A Fund
T. Rowe Price International Discovery - Fund
Templeton Foreign A Fund

FIXED INCOME:

PIMCO Real Return Bond A
PIMCO Total Return Administrative
T. Rowe Price High-Yield