Exhibit 4.4












                             MASTER TRUST AGREEMENT

                                     Between

     _______________________________________________________________________

                               FORD MOTOR COMPANY

                                       And

                        FIDELITY MANAGEMENT TRUST COMPANY

     _______________________________________________________________________

                         FORD DEFINED CONTRIBUTION PLANS

                                  MASTER TRUST
















                   Amended and Restated as of January 1, 2005


<PAGE>

                                TABLE OF CONTENTS

Section 1.  Definitions.......................................................2

Section 2.  Establishment of Master Trust.....................................6

Section 3.  Exclusive Benefit and Reversion of Ford Contributions.............6

Section 4.  Disbursements and Participant Loans...............................6

Section 5.  Investment of Trust...............................................7

   (a)  Selection of Investment Options.......................................7

   (b)  Available Investment Options..........................................7

   (c)  Mutual Funds..........................................................8
     (i)  Execution of Purchases and Sales....................................8
     (ii) Voting..............................................................8

   (d)  Ford Stock............................................................8
     (i)    Acquisition Limit................................................10
     (ii)   Fiduciary Duty...................................................10
     (iii)  Execution of Purchases and Sales.................................10
     (iv)   Execution of Purchases and Sales of Units........................11
     (v)    Securities Law Reports...........................................12
     (vi)   Voting...........................................................12
     (vii)  Tender Offers....................................................12
     (viii)   General........................................................13
     (ix)   Confidentiality of Participant Records
             Relating to Ford Stock Fund.....................................13
     (x)    Redemption Distributions.........................................14
     (xi)     Special Indemnification for Purchases of Ford Common Stock.....14
     (xii)    Conversion.....................................................14

   (e)  Commingled Pools.....................................................14

   (f)  Separately Managed Portfolios........................................15

   (g)  Interest Income Fund.................................................16

   (h)  Strategy Funds.......................................................16

   (i)  Liquidity Shortfall..................................................16

   (j)  Master Trustee Powers................................................16

   Section 6.  Participant Direction.........................................17

   (a)  Investments..........................................................17

   (b)  Disbursements........................................................18

Section 7.  Accounts, Plan Qualification and Allocation of Interests.........18

   (a)  Accounts.............................................................18

   (b)  Plan Qualification and ERISA Section 404(c)..........................18

   (c)  Allocation of Interests..............................................19

Section 8.  Compensation and Expenses........................................19

Section 9.  Directions and Responsibility....................................19

   (a)  Directions from Ford or Administrator................................19

   (b)  Conduct..............................................................20


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<PAGE>


   (c)  Co-Fiduciary Liability...............................................20

   (d)  Responsibility.......................................................20

   (e)  Indemnification......................................................20

Section 10.  Resignation or Removal of Master Trustee and Termination........21

   (a)  Resignation and Removal..............................................21

   (b)  Termination..........................................................21

Section 11.  Successor Trustee...............................................21

   (a)  Appointment..........................................................21

   (b)  Acceptance...........................................................21

   (c)  Corporate Action.....................................................21

Section 12.  Resignation, Removal, and Termination Notices...................22

Section 13.  Duration........................................................22

Section 14.  Amendment or Modification.......................................22

Section 15.  Electronic Services.............................................22

Section 16.  Assignment......................................................23

Section 17.  General.........................................................24

   (a)  Performance by Master Trustee, its Agents or Affiliates..............24

   (b)  Delegation by Employer...............................................24

   (c)  Entire Agreement.....................................................24

   (d)  Waiver...............................................................24

   (e)  Successors and Assigns...............................................24

   (f)  Partial Invalidity...................................................24

   (g)  Section Headings.....................................................24

   (h)  Returns, Reports and Information.....................................25

   (i)  Communications.......................................................25

Section 18.  Governing Law...................................................25

   (a)  Massachusetts Law Controls...........................................25

   (b)  Which Agreement Controls.............................................25

Section 19.  Plan Qualification..............................................26

SCHEDULES....................................................................27

Schedule "A" - Authorized Signers (Ford).....................................27

Schedule "B" - Statement of Tax-Qualified Status.............................28

Schedule "C" - Ford Motor Company Guidelines for the Interest Income Fund....29


                                      iii

<PAGE>


     TRUST  AGREEMENT,  originally  dated as of September 30, 1995,  amended and
restated as of October 25, 1997, and again amended and restated as of January 1,
2005,  between FORD MOTOR COMPANY ("Ford"),  a Michigan  corporation,  having an
office at World Headquarters,  One American Road, Dearborn, Michigan 48126-2798,
and FIDELITY  MANAGEMENT TRUST COMPANY ("FMTC"),  a Massachusetts trust company,
having an office at 82  Devonshire  Street,  Boston,  Massachusetts  02109  (the
"Master Trustee").

                                   WITNESSETH:

     WHEREAS,  Ford is the sponsor of the Ford Motor  Company  Savings and Stock
Investment  Plan for Salaried  Employees  (the  "SSIP"),  the Ford Motor Company
Tax-Efficient  Savings Plan for Hourly  Employees  (the  "TESPHE")  and the Ford
Retirement Plan (the "FRP") and Ford is the Named Fiduciary  (within the meaning
of Section 402(a) of ERISA),  for the SSIP, the TESPHE and the FRP (individually
and collectively, the "Plan"); and

     WHEREAS, the Master Trustee has been appointed as trustee by Ford under the
SSIP, the TESPHE and the FRP; and

     WHEREAS,  Ford  wishes  to  establish  a Master  Trust for the  purpose  of
commingling for investment and administrative purposes some or all of the assets
in the trusts established under the SSIP, the TESPHE and the FRP; and

     WHEREAS,  Ford may in the future adopt savings plans and  subsidiaries  and
affiliates  of Ford may have  adopted or may adopt in the future  savings  plans
under which  assets may  appropriately  be included in the Master Trust with the
consent of Ford and the Master Trustee; and

     WHEREAS,  the Master  Trustee is willing to hold and invest  such assets of
the SSIP, the TESPHE and the FRP and of other such plans in the future; and

     WHEREAS,  pursuant to a Master Recordkeeping Services Agreement dated as of
the date of this Agreement, January 1, 2005, (the "Recordkeeping Agreement"), by
and between Ford and Fidelity  Employer  Services  Company LLC ("FESCO"),  FESCO
will provide recordkeeping and benefit administration  services for the Plans in
this Master Trust; and

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants and agreements  set forth below,  Ford and the Master Trustee agree as
follows:





                                       1


<PAGE>


Section 1.  Definitions.

The following terms as used in this Trust  Agreement have the meaning  indicated
unless the context clearly requires otherwise:

     (a) "Administrator"
"Administrator"  shall  mean  Ford,  identified  in  the  Plan  document  as the
administrator of the Plan (within the meaning of section 3(16)(A) of ERISA), and
with respect to plans whose assets may be included in the future, the sponsor of
such plans.

     (b) "Agreement"
"Agreement"  shall mean this  Master  Trust  Agreement,  and the  Schedules  and
Exhibits  attached hereto, as the same may be amended and in effect from time to
time.

     (c) "Available Liquidity"
"Available  Liquidity"  shall mean the amount of short-term  investments held in
the Ford  Stock Fund  decreased  by any  outgoing  cash for  expenses  then due,
payables for loan principal,  and obligations for pending stock  purchases,  and
increased  by  incoming  cash  (such  as   contributions,   exchanges  in,  loan
repayments)  and to the extent  credit is  available  and  allocable to the Ford
Stock Fund, receivables for pending stock sales.

     (d) "Business Day"
"Business Day" shall mean each day the NYSE is open.

     (e) "Code"
"Code"  shall mean the Internal  Revenue Code of 1986,  as it has been or may be
amended from time to time.

     (f) "Closing Price"
"Closing  Price"  shall mean  either (1) the  closing  price of the stock on the
principal national securities exchange on which Ford Stock is traded; or, if (1)
is  unavailable,  (2) the latest  available  price as reported by the  principal
national  securities  exchange on which the Ford Stock is traded or, for an over
the counter  stock,  the last bid price prior to the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern time).

     (g) "Commingled Pool"
"Commingled Pool" shall mean a group trust collective investment fund maintained
by a bank or trust company for plans  qualified under Section 401(a) of the Code
which is exempt from tax under Section 501(a) of the Code.

     (h) "Ford"
"Ford" shall mean Ford Motor Company, a Michigan  corporation,  or any successor
to all or substantially all of its businesses which, by agreement,  operation of
law or otherwise, assumes the responsibility of Ford under this Agreement.

     (i) "Declaration of Separate Trust"
"Declaration of Separate Trust" shall mean the declaration of separate trust for
each separate fund of the Group Trust.


                                       2

<PAGE>

     (j) "EDT"
"EDT" shall mean electronic data transfer.

     (k) "Electronic Products"
"Electronic Products" shall mean software products made available via electronic
media.

     (l) "Electronic Services"
"Electronic  Service" shall mean  communications and services made available via
electronic media.

     (m) "ERISA"
"ERISA" shall mean the Employee  Retirement  Income  Security Act of 1974, as it
has been or may be amended from time to time.

     (n) "External Account Information"
"External  Account  Information"  shall  mean  account  information,   including
retirement  savings  account  information,  from third  party  websites or other
websites maintained by Fidelity or its affiliates.

     (o) "Fidelity Mutual Fund"
"Fidelity  Mutual Fund" shall mean any  investment  company  advised by Fidelity
Management & Research Company or any of its affiliates.

     (p) "FIFO"
"FIFO" shall mean First In First Out.

     (q) "FIIOC"
"FIIOC" shall mean Fidelity Investments Institutional Operations Company, Inc.

     (r) "FPRS"
"FPRS" shall mean Fidelity Participant Recordkeeping System.

     (s) "Ford Stock"
"Ford Stock" shall mean the publicly  traded  common stock of Ford,  which meets
the requirements of section 407(d)(5) of ERISA with respect to the Plans.

     (t) "Ford Stock Fund"
"Ford Stock Fund" shall mean the investment  option consisting of Ford Stock and
cash or short term liquid investments.

     (u) "GICs"
"GICs" shall mean guaranteed investment contracts.

     (v) "Group Trust"
"Group Trust" shall mean the Fidelity Group Trust for Employee Benefit Plans for
tax-qualified plans.

     (w) "Investment Manager"
"Investment  Manager" shall mean (i) an investment  adviser registered under the
Investment  Advisers Act of 1940 (ii) a bank, as defined in that Act or (iii) an
insurance company qualified to


                                       3

<PAGE>

perform investment  management service under the laws of more than one state and
who has acknowledged in writing that it is a fiduciary under the Plan.

     (x) "Losses"
"Losses"  shall  mean any and all loss,  damage,  penalty,  liability,  cost and
expense,   including  without   limitation,   reasonable   attorney's  fees  and
disbursements.

     (y) "Master Trust"
"Master  Trust" shall mean the Ford  Defined  Contribution  Plans Master  Trust,
being the trust  established  by Ford and the  Master  Trustee  pursuant  to the
provisions of this Agreement.

     (z) "Master Trustee"
"Master Trustee" shall mean Fidelity  Management Trust Company,  a Massachusetts
trust  company  and  any  successor  to all or  substantially  all of its  trust
business as described in Section 11. The term Master  Trustee shall also include
any  successor  trustee  appointed  pursuant  to Section  11 to the extent  such
successor agrees to serve as Master Trustee under this Agreement.

     (aa) "Mutual Fund"
"Mutual Fund" shall refer both to Fidelity Mutual Funds and Non-Fidelity  Mutual
Funds.

     (bb) "Named Fiduciary"
"Named  Fiduciary"  shall mean Ford,  a named  fiduciary of the Plan (within the
meaning of section 402(a) of ERISA).

     (cc) "NAV"
"NAV"  shall  mean  the net  asset  value of a  single  unit or share  held by a
Participant in any investment option.

     (dd) "NFSLLC"
"NFSLLC" shall mean National Financial Services LLC.

     (ee) "Non-Fidelity Mutual Fund"
"Non-Fidelity  Mutual Fund" shall mean certain investment  companies not advised
by Fidelity Management & Research Company or any of its affiliates.

     (ff) "NYSE"
"NYSE" shall mean the New York Stock Exchange.

     (gg) "Participant"
"Participant"  shall  mean,  with  respect  to the Plan,  any  employee,  former
employee,  or  alternate  payee with respect to a Qualified  Domestic  Relations
Order  ("QDRO")  with an  account  under the Plan,  which has not yet been fully
distributed and/or forfeited, and shall include the designated  beneficiary(ies)
with  respect to the  account  of any  deceased  employee  (or  deceased  former
employee) until such account has been fully distributed  and/or forfeited or any
other person entitled to benefits with respect to the Plans.


                                       4


<PAGE>

     (hh) "Participant Recordkeeping Reconciliation Period"
"Participant   Recordkeeping   Reconciliation  Period"  shall  mean  the  period
beginning on the date of the initial  transfer of assets (in conjunction  with a
Plan merger or similar  corporate  action) to the Master Trust and ending on the
date of the completion of the reconciliation of Participant records.

     (ii) "Participation Agreement"
"Participation  Agreement" shall mean the participation  agreement for the Group
Trust.

     (jj) "PIN"
"PIN" shall mean personal identification number.

     (kk) "Plan"
"Plan" or "Plans" shall mean the Ford Motor Company Savings and Stock Investment
Plan for  Salaried  Employees  ("SSIP"),  the Ford Motor  Company  Tax-Efficient
Savings Plan for Hourly Employees  ("TESPHE"),  the Ford Retirement Plan ("FRP")
and such other tax-qualified, defined contribution plans which are maintained by
Ford or any of its  subsidiaries or affiliates for the benefit of their eligible
employees  as may be  designated  by Ford in writing to the Master  Trustee as a
Plan hereunder. Each reference to "a Plan" or "the Plan" in this Agreement shall
mean and include  the Plan or Plans to which the  particular  provision  of this
Agreement is being applied or all Plans, as the context may require.

     (ll) "Plan Administration Manual" or "PAM"
"Plan  Administration  Manual" or "PAM" shall mean the document which sets forth
the administrative and recordkeeping duties and procedures to be followed by the
Master Trustee in administering the Plan, as such document may be amended and in
effect from time to time.

     (mm) "Plan Sponsor Webstation" or "PSW"
"Plan  Sponsor  Webstation"  or "PSW"  shall mean the  graphical  windows  based
application  that provides  current Plan and Participant  information  including
indicative data, account balances, activity and history.

     (nn) "Redemption Distributions"
"Redemption Distributions" shall mean those participant distributions made under
a Plan from the proceeds of a redemption by Ford of shares of Ford Stock held by
the Master Trust as set forth in the Operating  Procedures attached to Part I of
Exhibit  2  (DC)  to the  separate  Recordkeeping  Agreement  as  Schedule  "F".
"Original  Redemption  Distributions" and "Other Redemption  Distributions",  as
defined  in  Schedule  "F",  shall be  collectively  referred  to as  Redemption
Distributions.

     (oo) "Reporting Date"
"Reporting Date" shall mean the last day of each calendar quarter of the Plan or
the date as of which the  Master  Trustee  resigns  or is  removed  pursuant  to
Section 10 hereof or the date as of which this Agreement  terminates pursuant to
Section 12 hereof.

     (pp) "SEC"
"SEC" shall mean the Securities and Exchange Commission.


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<PAGE>


     (qq) "Specified Hierarchy"
"Specified  Hierarchy" shall mean the Ford Stock Fund processing order set forth
in Schedule "H" to the separate Recordkeeping  Agreement,  that gives precedence
to distributions, loans and withdrawals, and otherwise on a FIFO basis.

     (rr) "Strategy Funds"
"Strategy  Funds"  shall mean the  unitized  investment  options  consisting  of
investment  components and cash or short-term liquid investments as set forth in
Schedule "G" to Exhibit 2 (DC), Part I of the separate Recordkeeping Agreement.

     (ss) "VRS"
"VRS" shall mean Voice Response System.


Section 2.  Establishment of Master Trust.
Ford hereby  establishes the Master Trust with the Master Trustee and the Master
Trustee  hereby accepts the trust on the terms and  conditions  hereinafter  set
forth.  The Master Trust shall consist of money or other property  acceptable to
the Master  Trustee in its sole  discretion,  that (i) are  transferred to it by
Comerica Bank,  predecessor  trustee under the SSIP and the TESPHE, on behalf of
separate  trusts   established  under  each  such  plan  concurrently  with  the
establishment  of this Master Trust, or by the trustee of such trusts,  (ii) are
paid to it by Ford or  transferred  to it from the  trustee of a separate  trust
under each Plan  permitted by Ford and the Master  Trustee to participate in the
Master Trust, (iii) are paid to it by Ford or other subsidiaries with respect to
such  Plans in the  forms  of  additional  sums of money or Ford  Stock or other
property  acceptable to the Master  Trustee , and (iv) are paid to it by Ford or
by Participants as  contributions to the Plan or that may be rolled over in cash
by an eligible employee pursuant to the provisions of any Plan  participating in
the Master Trust and the provisions of the Summary Plan  Description  applicable
to such Plan, as reflected in the PAM.


Section 3.  Exclusive Benefit and Reversion of Ford Contributions.
Except as provided under applicable law, and the provisions of each of the Plans
communicated  by Ford  to the  Master  Trustee,  no  part  of the  Master  Trust
allocable  to a Plan may be used for, or diverted  to,  purposes  other than the
exclusive  benefit of the  Participants  in the Plan or their  beneficiaries  or
other person entitled  thereto prior to the satisfaction of all liabilities with
respect to the Participants and their  beneficiaries or the reasonable  expenses
of Plan  administration.  No assets of the Plan shall revert to Ford,  except as
specifically permitted by the terms of the Plan.


Section 4.  Disbursements and Participant Loans.

     (i)  Disbursements. The Trustee shall make disbursements as directed by the
          Participant or the  Administrator,  as applicable,  in accordance with
          the provisions of the Plan  Administration  Manual and as described in
          Part I of Exhibit 2 (DC) to the separate Recordkeeping  Agreement. The
          Trustee  shall have no  responsibility  to ascertain  any  direction's
          compliance  with the terms of the Plan (except to the extent the terms
          of the Plan have been  communicated  to the  Trustee in writing) or of
          any  applicable  law or the  direction's  effect for tax  purposes  or
          otherwise; nor shall the Trustee have any responsibility to see to the



                                       6

<PAGE>

          application of any disbursement.  The Trustee shall not be required to
          make any  disbursement  under a Plan in excess  of the net  realizable
          value of the assets of the Trust allocable to such Plan at the time of
          the disbursement.

     (ii) Participant   Loans.   Participant   loans  shall  be  processed   and
          administered in accordance with the Plan Administration  Manual and as
          described  in Part I of Exhibit 2 (DC) to the  separate  Recordkeeping
          Agreement.  The Administrator  shall act as the Master Trustee's agent
          with  regard to  Participant  loans and as such  shall (i)  separately
          account for repayments of such loans and clearly  identify such assets
          as Plan  assets  allocated  to such  participant's  account;  and (ii)
          collect and remit all principal and interest  payments to the Trustee.
          To the  extent  that  the  Participant  is  required  to  submit  loan
          documentation to the  Administrator for approval prior to the issuance
          of a Participant loan, the Administrator shall also be responsible for
          (i) holding  physical  custody of and keeping safe the notes and other
          loan  documents;  and (ii)  canceling and  surrendering  the notes and
          other loan documentation when a loan has been paid in full.

          To  facilitate  recordkeeping,  the Master  Trustee  may  destroy  the
          original of any proceeds check  (including the promissory  note on the
          reverse  side  of the  check)  made  in  connection  with a loan  to a
          Participant  under the Plan,  provided  that the  Trustee or its agent
          first  creates a duplicate by a  photographic  or optical  scanning or
          other process  yielding a reasonable  facsimile of the proceeds  check
          (including the  promissory  note on the reverse side of the check) and
          the Participant's signature thereon, which duplicate may be reduced or
          enlarged in size from the actual size of the original.


Section 5.  Investment of Trust.

     (a) Selection of Investment Options.
The Master Trustee shall have no responsibility  for the selection of investment
options  under the Master  Trust and shall not render  investment  advice to any
person in connection with the selection of such options.

     (b) Available Investment Options.
Ford, with respect to a Plan merger or similar  corporate  action,  shall direct
the Master Trustee as to the investment  options in which the Master Trust shall
be invested during the Participant  Recordkeeping  Reconciliation Period and the
investment  options in which  Participants  may invest following the Participant
Recordkeeping  Reconciliation  Period,  subject to limitations described in this
Section 5. Ford may  determine to offer as investment  options only:  (i) Mutual
Funds, (ii) Ford Stock, (iii) investment contracts chosen by the Master Trustee,
(iv)  Commingled  Pools,  (v)  portfolios  of assets  managed  by a third  party
Investment  Manager  as  referred  to in  section  402(c)(3)  of  ERISA  and not
affiliated  with the Master  Trustee,  and (vi) Strategy  Funds, as described in
Schedule  "G"  to  Part  I of  Exhibit  2 (DC)  to  the  separate  Recordkeeping
Agreement.

The Master  Trustee shall be considered a fiduciary with  investment  discretion
only with  respect to Plan assets  that are  invested  in  investment  contracts
chosen by the Master Trustee or in the Group Trust.


                                       7

<PAGE>

The investment options initially selected by Ford are identified on Schedule "A"
to Part I of Exhibit 2 (DC) to the separate  Recordkeeping  Agreement.  Ford may
add, delete or substitute  additional investment options with the consent of the
Trustee to reflect  administrative  considerations,  which  consent shall not be
unreasonably  withheld,  and upon mutual  amendment of this  Agreement,  and the
Schedules thereto, to reflect such additions.

     (c) Mutual Funds.
Ford hereby  acknowledges that it has received from the Master Trustee a copy of
the  prospectus  for  each  Fidelity  Mutual  Fund  selected  by  Ford as a Plan
investment  option or short-term  investment  fund. All  transactions  involving
Non-Fidelity  Mutual  Funds  shall be done in  accordance  with the  Operational
Guidelines  attached to Part I of Exhibit 2 (DC) to the  separate  Recordkeeping
Agreement as Schedule "D". Trust investments in Mutual Funds shall be subject to
the following limitations:

          (i) Execution of Purchases and Sales.
Purchases of Fidelity Mutual Funds with contributions made by Participants or by
Ford on behalf of Participants  (other than for exchanges)  shall be made on the
date on which the Master Trustee  receives from the  Participant or Ford in good
order the information,  and  documentation  necessary to accurately  effect such
purchases, or if later, the date on which the Master Trustee has received a wire
transfer  of funds  necessary  to make  such  purchase.  Purchases  and sales of
Non-Fidelity Mutual Funds (other than for exchanges) shall be made in accordance
with the operating  procedures  established for each fund. Exchanges or sales of
Mutual Funds shall be made at the direction of  Participants  in accordance with
the  Exchange  Guidelines  attached to Part I of Exhibit 2 (DC) to the  separate
Recordkeeping Agreement as Schedule "C".

          (ii) Voting.
The Master  Trustee  may retain at its expense  the  services  of a  third-party
vendor to handle proxy  solicitation  mailings and tabulation  for  Non-Fidelity
Mutual Funds.  In the case of Fidelity  Mutual Funds,  the Master  Trustee shall
handle any proxy  solicitation and tabulation.  At the time of mailing of notice
of each annual or special  stockholders'  meeting of any Mutual Fund, the Master
Trustee  or third  party  vendor  shall  send a copy of the notice and all proxy
solicitation  materials to each  Participant  who has shares of such Mutual Fund
credited to the  Participant's  accounts,  together with a voting direction form
for return to the Master Trustee or its designee. The Participant shall have the
right to direct the Master  Trustee as to the manner in which the Master Trustee
is to vote the shares  credited to the  Participant's  accounts (both vested and
unvested).  The  Master  Trustee  shall  vote  the  shares  as  directed  by the
Participant.  The Master Trustee shall not vote shares for which it has received
no directions  from the  Participant.  With respect to all rights other than the
right  to  vote,   the  Master  Trustee  shall  follow  the  directions  of  the
Participant. The Master Trustee shall have no further duty to solicit directions
from Ford.

     (d) Ford Stock.
Master  Trust  investments  in Ford Stock shall be made via the Ford Stock Fund.
While  investments  in the Ford Stock Fund shall consist  primarily of shares of
Ford Stock, and in order to satisfy daily participant requests for transfers and
payments,  the Ford  Stock Fund shall also  include  cash or  short-term  liquid
investments,  subject to the  limitation  described  below.  Such  holdings will
include Colchester Street Trust:  Money Market Portfolio:  Class I or such other
Mutual Fund or commingled  money market pool as agreed to in writing by Ford and
Master


                                       8

<PAGE>

Trustee.  A target  percentage and drift  allowance for such  short-term  liquid
investments  shall be agreed to in writing by Ford and Master  Trustee,  and the
Master Trustee shall be responsible for ensuring that the short-term investments
held in the Ford Stock Fund fall within the agreed-upon range (1.5% +/- .20%) as
of the date of this  Agreement),  subject to its ability to execute  open-market
trades in Ford Stock or to otherwise  trade with Ford. Ford shall have the right
to direct the Master  Trustee as to the manner in which the Master Trustee is to
vote the shares of a Mutual Fund used as the liquidity reserve.

Each  Participant's  proportional  interest  in the  Ford  Stock  Fund  shall be
measured in units of participation, rather than shares of Ford Stock. Such units
shall represent a proportionate  interest in all of the assets of the Ford Stock
Fund, which includes shares of Ford Stock,  short-term investments and at times,
receivables  and  payables  (such as  receivables  and  payables  arising out of
unsettled stock trades).

Each day, the Master Trustee shall determine a NAV for each unit  outstanding of
the Ford Stock Fund.  Valuation of the Ford Stock Fund shall be based upon:  (a)
the Closing Price or, if not available,  (b) the price  determined in good faith
by the Master  Trustee.  The NAV will fluctuate  daily and shall be adjusted for
gains or losses realized on sales of Ford Stock, appreciation or depreciation in
the value of those shares owned,  dividends paid on Ford Stock to the extent not
used  to  purchase  additional  units  of  the  Ford  Stock  Fund  for  affected
Participants,  and interest on the short-term investments held by the Ford Stock
Fund,  payables  and  receivables  for pending  stock  trades,  receivables  for
dividends not yet distributed, and payables for other expenses of the Ford Stock
Fund, including principal obligations, if any, and expenses.

Amounts  paid to the Master  Trust and  received  by the Ford Stock Fund as cash
dividends on shares of Ford Common Stock ("Cash Dividends") shall,  according to
direction from  Participants  or Ford,  either be: a) paid to the Participant in
cash;  or b) retained  by the Master  Trustee in the Ford Stock Fund and used to
allocate  additional units of such fund to the accounts of Participants who have
elected to have  dividends  reinvested.  For purposes of this Section,  the term
"Cash Dividend" shall not include Redemption Distributions.

Notwithstanding  the foregoing  paragraph,  no Participant  shall be entitled to
elect a Cash Dividend unless the dividend  attributable to such Participant with
respect to the Ford Stock Fund  exceeds  $10.00 (or any other amount that may be
mutually agreed by Ford and the Master Trustee) for any given dividend  payment.
In the event dividends  attributable to any Participant are $10.00 (or any other
amount that may be mutually  agreed by Ford and the Master Trustee) or less, the
dividends  shall be reinvested in the Ford Stock Fund as if the  Participant has
so elected.

In the absence of valid  Participant  or Ford  direction to the  contrary,  Ford
hereby  directs the Master Trustee to retain the dividend in the Ford Stock Fund
and use any dividend to allocate  additional  units of such fund to the accounts
of affected Participants.

The Master Trustee shall pay or reinvest dividends according to the direction of
Participants  or  Ford  in  accordance  with  the  Flexible  Dividend  Operating
Procedures  attached  to Part I of  Exhibit  2 (DC) the  separate  Recordkeeping
Agreement as Schedule "E".

All Cash  Dividends  shall be paid net of any required  withholding.  The Master
Trustee shall withhold and remit taxes,  and file  information with the Internal
Revenue Service (Forms 1099-


                                       9

<PAGE>

DIV) with respect to Cash Dividends in accordance with  information  supplied by
Participants or Ford or as otherwise required by Code section 3406.

The Master Trustee shall pay to  Participants in accordance with their elections
amounts  paid to it by  Ford as Cash  Dividends  for  Participants.  Ford  shall
indemnify  and hold  harmless  the Master  Trustee and its  affiliates  from any
Losses arising in connection with the Master Trustee's payment or failure to pay
such  amounts and any other  matters  related to the  operation  of the flexible
dividend  program not  attributable  to the  negligence  of the Master  Trustee.
Investments in Ford Stock shall be subject to the following limitations:

          (i) Acquisition Limit.
Pursuant to the applicable provisions of Plans, the Master Trust may be invested
in Ford Stock to the extent  necessary to comply with  investment  directions in
accordance with this Agreement. Ford shall be responsible for providing specific
direction on any acquisition limits required by the Plans or applicable law.

          (ii) Fiduciary Duty.
Except as may otherwise be permitted  under Section 404(c) of ERISA,  Ford shall
continually  monitor the  suitability  of acquiring and holding Ford Stock under
the fiduciary  duty rules of section  404(a)(1) of ERISA (as modified by section
404(a)(2) of ERISA).  It shall be the  responsibility  of Ford to determine  and
assure that any securities  which are issued by Ford and which are to be held in
the Master Trust  satisfy the  definition  of Ford Stock.  At the request of the
Master Trustee,  Ford shall provide a legal opinion  reasonably  satisfactory to
the Master Trustee that any such securities meet the definition of Ford Stock.

          (iii) Execution of Purchases and Sales.
Unless  otherwise  directed by Ford in writing  pursuant to directions  that the
Master Trustee can  administratively  implement,  the following provisions shall
govern purchases and sales of Ford Stock.

                (A)   Open Market  Purchases  and Sales.  Except for sales
necessary to fund  Redemption  Distributions,  purchases and sales of Ford Stock
shall be made on the open market,  as necessary to honor exchange and withdrawal
activity and to maintain the target cash  percentage and drift allowance for the
Ford Stock Fund, provided that:

                      (1)  If the Master Trustee is unable to purchase or sell
the total  number of shares  required to be  purchased  or sold on such day as a
result of market conditions; or

                      (2)  If the Master Trustee is prohibited by the SEC,
the NYSE or  principal  exchange  on which Ford  Stock is  traded,  or any other
regulatory  body from purchasing or selling any or all of the shares required to
be purchased or sold on such day,  then,  under the  circumstances  set forth in
either (1) or (2), the Master Trustee shall purchase or sell such shares as soon
thereafter as administratively feasible.

                (B)  It is intended that with respect to the purchase of Ford
Stock in the market, the Master Trustee will qualify as an "agent independent of
the issuer" within the meaning of Rule 10b-18 under the Securities  Exchange Act
of 1934 as amended.  Accordingly,  neither the Administrator or affiliate of the
Administrator, may exercise any direct or indirect control or influence over the
time when or the prices at which the Master Trustee  purchases Ford Stock in the
market  under the Plan,  the  amounts to be  purchased,  the manner in which the
shares are to be purchased, or the selection of a broker or dealer through which
purchases


                                       10

<PAGE>

are executed.  Purchases and sales of Ford Stock (other than exchanges) shall be
made  by  the  Master  Trustee  when  the  Master  Trustee   receives  from  the
Administrator  in good order all  information  and  documentation  necessary  to
effect  accurately such purchases and sales (or, in the case of purchases,  when
the Master  Trustee has received a wire transfer of the funds  necessary to make
such purchases).

                (C)  Purchases from Ford.  The Master Trustee shall purchase
shares of Ford Common Stock as are  necessary  for Plan  purchases in accordance
with  the  Operating  Procedures  attached  to Part I of  Exhibit  2 (DC) to the
separate  Recordkeeping  Agreement as Schedule "I". Such purchases  shall be for
adequate  consideration  (within the  meaning of Section  3(18) of ERISA) and no
commission shall be charged.

                (D)  Sales to Ford.   The Master Trustee shall sell and Ford
shall  purchase  such  shares  of Ford  Common  Stock as are  necessary  to fund
Redemption  Distributions  to Ford in accordance  with the Operating  Procedures
attached to Part I of Exhibit 2 (DC) the  separate  Recordkeeping  Agreement  as
Schedule "F". Such sales shall be adequate  consideration (within the meaning of
Section 3(18) of ERISA) and no commission shall be charged.

                (E)  Use of Brokers.  Ford hereby directs the Master Trustee to
use such brokers,  unaffiliated  with the Master Trustee,  as the Master Trustee
deems appropriate to provide brokerage  services in connection with any purchase
or sale of Ford Stock on the open market.  Commissions  on the purchase and sale
of Ford Stock shall be charged back to the Ford Stock Fund.

          (iv) Execution of Purchases and Sales of Units.
Unless  otherwise  directed in writing  pursuant to  directions  that the Master
Trustee can administratively implement, purchases and sales of units in the Ford
Stock Fund shall be made as follows:

                (A)  Subject to subparagraphs (B) and (C) below, purchases
and sales of units in the Ford Stock Fund  (other than for  exchanges)  shall be
made on the date on which the Master  Trustee  receives  from Ford in good order
all  information  and   documentation   necessary  to  accurately   effect  such
transactions.  Exchanges  of  units  in the  Ford  Stock  Fund  shall be made in
accordance with the Exchange  Guidelines attached to Part I of Exhibit 2 (DC) to
the separate Recordkeeping Agreement as Schedule "C".

                (B)  In addition to the procedure stated in Section 5(j),
aggregate  sales of units in the Ford  Stock Fund on any day shall be limited to
the Ford Stock Fund's  Available  Liquidity  for that day. In the event that the
requested  sales exceed the  Available  Liquidity,  then  transactions  shall be
processed  giving  precedence  to  distributions,  loans  and  withdrawals  (not
necessarily  in that  order),  and  otherwise  on a FIFO  basis,  as provided in
Schedule "H" to Part I of Exhibit 2 (DC) to the separate Recordkeeping Agreement
(the  "Specified  Hierarchy").  So long as the Ford  Stock Fund is open for such
transactions, sales of units that are requested but not processed on a given day
due to  insufficient  Available  Liquidity  shall be suspended  until  Available
Liquidity  is  sufficient  to honor such  transactions  in  accordance  with the
Specified Hierarchy.

                (C)  The Master Trustee shall close the Ford Stock Fund to
sales or purchases of units, as applicable, on any date on which trading in Ford
Stock has been


                                       11

<PAGE>

suspended or substantial  purchase or sale orders are  outstanding and cannot be
executed. Ford is to be notified should this event occur.

          (v) Securities Law Reports.
Ford shall be responsible for filing all reports required under Federal or state
securities  laws with  respect to the Master  Trust's  ownership  of Ford Stock,
including,  without  limitation,  any reports required under section 13 or 16 of
the Securities Exchange Act of 1934, except for any such reports that the Master
Trustee is required to file, and shall immediately  notify the Master Trustee in
writing of any  requirement to stop purchases or sales of Ford Stock pending the
filing of any report.  The Master Trustee shall provide to Ford such information
on the Master Trust's ownership of Ford Stock as Ford may reasonably  request in
order to comply with Federal or state securities laws.

          (vi) Voting.
Notwithstanding  any other  provision of this  Agreement the  provisions of this
Section shall govern the voting of Ford Stock. Ford, after consultation with the
Master Trustee, shall provide and pay for all printing,  mailing, tabulation and
other costs associated with the voting of Ford Stock.

                (A)  When Ford prepares for any annual meeting, Ford shall
notify the Master  Trustee at least  thirty (30) days in advance of the intended
record date and shall  cause a copy of all proxy  solicitation  materials  to be
sent to the Master  Trustee.  Based on these  materials the Master Trustee shall
prepare a voting  instruction form. At the time of the mailing of notice of each
annual or special  stockholders' meeting of the issuer of Ford Stock, the Master
Trustee  shall cause a copy of all proxy  solicitation  materials  to be sent to
each  Participant  with an  interest  in Ford Stock  held in the  Master  Trust,
together with the foregoing voting instruction form to be returned to the Master
Trustee or its designee.  The form shall show the number of full and  fractional
shares of Ford Stock  attributable  to the  Participant's  interest  in the Ford
Stock Fund.

                (B)  Each Participant with an interest in the Ford Stock Fund
shall have the right to direct the Master  Trustee as to the manner in which the
Master Trustee is to vote that number of shares of Ford Stock  attributable such
Participant's  interest in the Ford Stock Fund. Directions from a Participant to
the Master Trustee  concerning the voting of Ford Stock shall be communicated in
writing,  or by such other  means as is agreed  upon by the Master  Trustee  and
Ford.  Upon its receipt of the  directions,  the Master  Trustee  shall vote the
shares of Ford Stock  credited  to a  Participant's  account as  directed by the
Participant.  Except as otherwise required by law, the Master Trustee shall vote
shares  of Ford  Stock  credited  to a  Participant's  account  for which it has
received no direction from the  Participant in the same proportion on each issue
as it votes  those  shares  credited  to  Participants'  accounts  for  which it
received voting directions from Participants.

          (vii) Tender Offers.
Notwithstanding  any other  provision of this  Agreement the  provisions of this
Section shall govern the tendering of Ford Stock.  Ford, after consultation with
the Master Trustee, shall provide and pay for all printing,  mailing, tabulation
and other costs associated with the tendering of Ford Stock.

                (A)  Upon commencement of a tender offer for any securities
held in the Master  Trust that are Ford  Stock,  Ford  shall  timely  notify the
Master Trustee in advance of


                                       12

<PAGE>

the intended  tender date and shall cause a copy of all  materials to be sent to
the Master Trustee.  Based on these materials and after  consultation  with Ford
the Master Trustee shall prepare a tender  instruction  form and shall provide a
copy of all tender  materials to be sent to each Participant with an interest in
the Ford Stock Fund,  together with the foregoing tender instruction form, to be
returned to the Master  Trustee or its  designee.  The tender  instruction  form
shall show the number of full and  fractional  shares of Ford Stock that reflect
the Participant's proportional interest in the Ford Stock Fund.

                (B)  Each Participant with an interest in the Ford Stock Fund
shall  have the right to direct  the  Master  Trustee to tender or not to tender
some  or  all  of  the  shares  of  Ford  Stock  reflecting  such  Participant's
proportional  interest in the Ford Stock Fund.  Directions from a Participant to
the Master Trustee  concerning the tender of Ford Stock shall be communicated in
writing,  or by such other  means as is agreed  upon by the Master  Trustee  and
Ford.  The Master  Trustee  shall  tender or not tender  shares of Ford Stock as
directed by the  Participant.  Except as  otherwise  required by law, the Master
Trustee  shall  not  tender  shares of Ford  Stock  reflecting  a  Participant's
proportional  interest  in the Ford  Stock  Fund for  which it has  received  no
direction from the Participant.

                (C)  A Participant who has directed the Master Trustee to tender
some  or  all  of  the  shares  of  Ford  Stock  reflecting  the   Participant's
proportional  interest  in the Ford  Stock  Fund may,  at any time  prior to the
tender offer withdrawal date,  direct the Master Trustee to withdraw some or all
of the tendered shares reflecting the Participant's  proportional  interest, and
the Master Trustee shall withdraw the directed  number of shares from the tender
offer prior to the tender offer withdrawal  deadline. A Participant shall not be
limited  as to  the  number  of  directions  to  tender  or  withdraw  that  the
Participant may give to the Master Trustee.

                (D)  A direction by a Participant to the Master Trustee to
tender shares of Ford Stock reflecting the Participant's  proportional  interest
in the Ford Stock Fund shall not be considered a written election under the Plan
by  the  Participant  to  withdraw,  or  have  distributed,  any  or  all of the
Participant's  withdrawable  shares.  The Master  Trustee  shall  credit to each
proportional  interest of the  Participant  from which the tendered  shares were
taken the proceeds  received by the Master Trustee in exchange for the shares of
Ford Stock tendered from that interest.  Pending  receipt of directions from the
Participant or Ford, as provided  under the Plans,  as to which of the remaining
investment  options the proceeds should be invested in, the Master Trustee shall
invest the proceeds in the Interest Income Fund.

          (viii) General.
With respect to all  shareholder  rights  other than the right to vote,  and the
right to  tender,  in the case of Ford  Stock  attributable  to a  Participant's
interest in the Ford Stock Fund,  the Master Trustee shall follow the directions
of the Participant.

          (ix)  Confidentiality  of Participant  Records  Relating to Ford Stock
     Fund.
The Master Trustee agrees that it shall maintain as confidential all information
concerning a Participant's  investments in the Ford Stock Fund,  exchanges in or
out of the  Ford  Stock  Fund,  and  the  voting  or  tendering  of  Ford  Stock
represented by Participants'  proportionate interests in the Ford Stock Fund and
shall not  disclose  such  information  to any  party  other  than  Participants
entitled to  information  regarding  their  investments  in the Ford Stock Fund,
except upon  written  instructions  from Ford and except as may be  available to
individuals  designated by Ford to have access to information tools such as PSW.
Notwithstanding  the  foregoing,  it shall not be necessary  for Ford to provide
written   instructions   to  the  Master  Trustee  for   information


                                       13

<PAGE>

regarding  Participants'  investment in and exchange in or out of the Ford Stock
Fund when such  information  is necessary to administer  claims for benefits and
process appeals concerning  Participants'  investment in and exchanges in or out
of the Ford Stock Fund,  and the Master Trustee may rely on Ford's oral requests
for such information.

          (x) Redemption Distributions.
                (A)  Redemption Distributions shall be made in accordance with
the  Operating  Procedures  attached to Part I of Exhibit 2 (DC) to the separate
Recordkeeping Agreement as Schedule "F".

                (B)  Certain affiliates of the Master Trustee and Ford have
executed  herewith a letter agreement  governing  certain matters related to the
Redemption Distributions.

                (C)      Ford, in its capacity as named fiduciary of the SSIP
and the TESPHE,  shall direct the Master Trustee concerning any communication to
Participants  with  respect  to the  nature  and  tax  treatment  of  Redemption
Distributions.

                (D)  Ford shall indemnify and hold the Master Trustee and its
Affiliates  harmless  from, any Losses that may be incurred by, imposed upon, or
asserted  against the Master  Trustee or its  affiliates by reason of any claim,
regulatory proceeding,  or litigation arising from any act done or omitted to be
done by an  individual  or person  with  respect to the Plan or Master  Trust in
connection with Redemption Distributions.

                (xi)  Special Indemnification for Purchases of Ford Common
                      Stock.
Ford shall  indemnify and hold the Master Trustee and its  Affiliates  harmless,
from any and all Losses  that may be  incurred  by,  imposed  upon,  or asserted
against the Master Trustee or its affiliates by reason of any claim,  regulatory
proceeding, or litigation arising from any act done or omitted to be done by any
individual or person with respect to the Plan or Master Trust in connection with
purchases of Ford Common Stock from Ford; provided, however, that Ford shall not
be required to indemnify  the Master  Trustee in the event any Losses are caused
by the bad faith, negligence, willful misconduct, or breach of fiduciary duty of
the Master Trustee or its affiliates and their respective employees and agents.

                (xii)  Conversion.
All provisions in this Section 5(d) shall also apply to any securities  received
as a result of a conversion of Ford Stock.

          (e) Commingled Pools.
Master Trust investments in Commingled Pools shall be subject to the following:

                (i)  Ford hereby agrees to the Plans' participation in the Group
Trust,  and  adopts  the  terms of the  Group  Trust as part of this  Agreement.
Additionally,  Ford  acknowledges that it has received from the Master Trustee a
copy of the  terms  of the  Group  Trust  and the  terms of the  Declaration  of
Separate Fund for each separate fund of the Group Trust selected by Ford.

                (ii)  The Master Trustee shall at the direction of an Investment
Manager transfer all or any specified assets of a Separately  Managed  Portfolio
to any  Commingled  Pool which is  maintained  by such  Investment  Manager,  an
affiliate  thereof  or any  other  entity  which is a bank,  and  whereupon  the
instrument establishing such Commingled Pool, as amended


                                       14

<PAGE>

from  time to  time  shall  constitute  a part of the  Master  Trust,  provided,
however,  that  following the transfer of funds to the bank,  the Master Trustee
shall  have  no  responsibility  with  respect  to the  holding,  investment  or
administration of such funds.

                (iii)  At the direction of Ford, the Master Trustee shall
transfer all or any portion of the Master Trust  assets to any  Commingled  Pool
which is maintained by a bank as defined by the Investment Advisers Act of 1940,
as amended, and whereupon the instrument establishing such Commingled Pool shall
constitute  part of the Master  Trust,  provided;  however,  that  following the
transfer of funds to the bank, the Master  Trustee shall have no  responsibility
with respect to the holding, investment or administration of such funds.

                (iv)  Purchases and sales of Commingled Pools other than the
Group Trust shall be made in accordance with the operational  procedures  agreed
to separately between the Master Trustee and such Commingled Pool provider.

          (f) Separately Managed Portfolios.
At Ford's  direction the Master  Trustee shall  separate all or a portion of the
Master Trust into one or more  Separately  Managed  Portfolios.  Each Separately
Managed  Portfolio  may be invested in  individual  equity and debt  securities,
whether  domestic  or  foreign,  mutual  funds,  commingled  pools and any other
property or investments, in the sole judgment of the person who is directing the
investments of such Separately Managed Portfolio.

Ford shall from time to time  specify  by written  notice to the Master  Trustee
whether the investment of the Separately  Managed  Portfolio shall be managed by
the Master Trustee, or shall be directed by one or more Investment Managers,  or
whether  both the Master  Trustee  and one or more  Investment  Managers  are to
participate in the investment  management of the Separately  Managed  Portfolio.
Ford shall be responsible for ascertaining that while each Investment Manager is
acting in such capacity  hereunder,  such  Investment  Manager  acknowledges  in
writing that it is a fiduciary  within the meaning of Section 3(21)(A) of ERISA,
with respect to the Plans.

The  Master  Trustee  shall  follow  the  directions  of an  Investment  Manager
regarding the investment and  reinvestment  of the Master Trust, or such portion
thereof as shall be under  management by the  Investment  Manager,  and shall be
under no duty or  obligation to review any  investment  to be acquired,  held or
disposed of  pursuant to such  directions  nor to make an  recommendations  with
respect to the disposition or continued  retention of any such  investment.  The
Master  Trustee  shall have no liability or  responsibility  for acting  without
question on the  direction of, or failing to act in the absence of any direction
from an Investment Manager, unless the Master Trustee has knowledge that by such
action or failure to act it will be participating in or undertaking to conceal a
breach of fiduciary duty by that Investment Manager.

The  Investment  Manager at any time and from time to time may issue  orders for
the purchase or sale of securities or investments directly to a broker. In order
to facilitate such transactions,  the Master Trustee,  upon the direction by the
Investment   Manager,    shall   execute   and   deliver   appropriate   trading
authorizations,  provided, however, that the Master Trustee may require evidence
that all risks  associated  with such  purchase or sale of  securities  or other
investments  by  the  Investment  Manager  are  acknowledged  by  Ford  and  the
Investment  Manager.  Written  notification  of the  issuance of each such order
shall be given promptly to the Master Trustee by the Investment  Manager and the
execution  of each such order shall be  confirmed  to the Master  Trustee by the
broker.  Such notification  shall be authority for the Master Trustee to pay for


                                       15

<PAGE>

securities  purchased  against  receipt  thereof and to deliver  securities sold
against  payment  therefore,  as the case may be.  The  Master  Trustee  is also
authorized  to execute  and  deliver  appropriate  trading  authorizations  when
notified  by the  Investment  Manager by other means of  communication  mutually
agreed upon by the Master Trustee and the Investment Manager. The Master Trustee
shall,  upon  receiving  written  notice of the  resignation  or  removal of the
Investment  Manager,  manage,  pursuant to this Section,  the  investment of the
portion of the Master Trust under  management by such Investment  Manager at the
time of its resignation or removal, unless and until the Master Trustee shall be
notified of the appointment of another Investment  Manager,  as provided in this
Section, for such portion of such fund.


An Investment Manager shall certify,  at the request of the Master Trustee,  the
value of any  securities  or other  property held in any Manager Fund managed by
such Investment Manager, and such certification shall be regarded as a direction
with  regard  to such  valuation.  The  Master  Trustee  shall  be  entitled  to
conclusively rely upon such valuation for all purposes under this Agreement.

     (g) Interest Income Fund.
Master Trust investments in the Interest Income Fund shall be in accordance with
the  Investment  Guidelines  for the  Interest  Income Fund  attached  hereto as
Schedule "C".

     (h) Strategy Funds.
All  transactions  involving the Strategy Funds shall be done in accordance with
the  Operating  Procedures  attached to Part I of Exhibit 2 (DC) to the separate
Recordkeeping  Agreement  as  Schedule  "G".  The  investment  managers  of  the
respective  Strategy  Funds, as documented in Schedule "G", shall be responsible
for  the  voting  of  shares  of  Mutual  Funds,   for  any  annual  or  special
shareholders'  meeting, held in the respective Strategy Funds. Ford shall notify
the Master Trustee in writing of any change to underlying  funds in the Strategy
Funds or any change to the investment mix in the Strategy Funds at least 90 days
prior to the effective date of such change.

     (i) Liquidity Shortfall.
In any  circumstance  where  credit  for any  unitized  investment  fund that is
available from  unaffiliated  banks (as allocated in accordance  with the Master
Trustee's  policies and  procedures)  together with loans from Ford, if any, are
insufficient to meet the liquidity  shortfall of any investment fund, Ford shall
provide appropriate direction to the Master Trustee concerning how to administer
such  investment fund in light of a liquidity  shortfall,  and in the absence of
such  directions,  the Master Trustee shall take steps to close such  investment
fund to transactions,  and/or to delay settlement of such transactions,  or such
other steps as it deems necessary or appropriate. Ford agrees to hold the Master
Trustee and its affiliates harmless,  and to indemnify them from and against any
and all Losses that may arise in connection with any actions taken by the Master
Trustee in accordance with this paragraph.

     (j) Master Trustee Powers.
The Master Trustee shall have the following powers and authority:

                (i)  Subject to the limitations imposed by this Section 5, to
sell, exchange,  convey,  transfer, or otherwise dispose of any property held in
the Master Trust, by private  contract or at public  auction.  No person dealing
with the Master Trustee shall be bound to see


                                       16

<PAGE>

to the  application  of the purchase  money or other  property  delivered to the
Master Trustee or to inquire into the validity,  expediency, or propriety of any
such sale or other disposition.

                (ii)  Subject to the limitations of this Section 5, to invest in
investment  contracts and short term  investments  (including  interest  bearing
accounts  with the  Master  Trustee  or money  market  mutual  funds  advised by
affiliates of the Master  Trustee) and in any Commingled  Pool,  including those
maintained  by the  Master  Trustee,  in  which  case  the  provisions  of  each
collective investment fund in which the Master Trust is invested shall be deemed
adopted by Ford and the provisions  thereof  incorporated as part of this Master
Trust as long as the fund remains exempt from taxation under Sections 401(a) and
501(a) of the Code.

                (iii)  To cause any securities or other property held as part of
the Master Trust to be registered in the Master  Trustee's own name, in the name
of one or more of its  nominees,  or in the Master  Trustee's  account  with the
Depository Trust Company of New York and to hold any investments in bearer form,
but the books and records of the Master Trustee shall at all times show that all
such investments are part of the Master Trust.

                (iv)

     (a) To borrow funds from a bank not  affiliated  with the Master Trustee in
order to provide  sufficient  liquidity to process Plan transactions in a timely
fashion,  provided that the reasonable cost of such borrowing, to the extent not
borne by Ford or  others,  shall be  allocated  in a  reasonable  fashion to the
unitized investment fund(s) in need of liquidity.

     (b) With regard to the Ford Stock  Fund,  to borrow  additional  funds from
Ford,  pursuant to the  Uncommitted  Line of Credit  Agreement dated October 20,
2000, or as may be specified in a subsequent, superseding agreement.

                (v)  To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers herein granted.

                (vi)  Subject to consultation with and approval by Ford, to
settle,  compromise,  or submit to arbitration any claims, debts, or damages due
to or arising  from the Master  Trust;  to commence or defend  suits or legal or
administrative proceedings; to represent the Master Trust in all suits and legal
and administrative hearings; and to pay all reasonable expenses arising from any
such action, from the Master Trust if not paid by Ford.

                (vii)  To do all other acts, although not specifically mentioned
herein,  as the  Master  Trustee  may deem  necessary  to  carry  out any of the
foregoing powers and the purposes of the Master Trust.


Section 6.  Participant Direction.

     (a) Investments.

Each Participant  shall be responsible for directing the Master Trustee in which
investment  option(s)  to  invest  the  assets in the  Participant's  individual
accounts.  Such  directions may be made by  Participants by use of the telephone
exchange system, the internet or in such other manner as may be agreed upon from
time to time by Ford and the Master Trustee, in accordance with written Exchange
Guidelines  attached to Part I of Exhibit 2 (DC) to the


                                       17

<PAGE>


separate  Recordkeeping  Agreement as Schedule "C". In the event that the Master
Trustee fails to receive a proper  direction from the Participant with regard to
the SSIP or the TESPHE,  the assets  shall be invested  in the  Interest  Income
Fund, while the Master Trustee seeks a proper  direction.  In the event that the
Master  Trustee fails to receive a proper  direction from the  Participant  with
regard to the FRP,  the assets  shall be invested in the  Fidelity  Freedom Fund
determined  according to a methodology  selected by Ford and communicated to the
Master  Trustee in writing.  Any assets in the FRP or SSIP  Forfeiture  Accounts
will  be  invested  in the  Interest  Income  Fund.  In the  case  of any  other
unallocated  Plan  assets  for which the  Master  Trustee  does not have  proper
direction,  the Plan's  default  investment  shall be the Interest  Income Fund.
Neither Ford nor the Master Trustee shall be liable for any Losses, or by reason
of any breach,  which arises from a  Participant's  exercise or  non-exercise of
rights under this Agreement over the assets in the Participant's accounts.

     (b) Disbursements.
Each  Participant  shall be responsible for directing the Master Trustee to make
benefit  payments or  Participant  loans in accordance  with the  procedures set
forth in the  Plan  Administrative  Manual.  The  Master  Trustee  shall  not be
responsible  for  any  disbursement   properly  made  in  accordance  with  such
procedures (other than tax withholding and reporting  obligations  assumed under
this Agreement.)


Section 7.  Accounts, Plan Qualification and Allocation of Interests.

     (a) Accounts.
The Master Trustee shall keep accurate  accounts of all  investments,  receipts,
disbursements,  and other transactions hereunder,  and shall report the value of
the assets held in the Master Trust as of each  Reporting  Date.  Within  thirty
(30) days following each Reporting Date or within sixty (60) days in the case of
a Reporting Date caused by the resignation or removal of the Master Trustee,  or
the  termination  of this  Agreement,  the Master Trustee shall file with Ford a
written  account setting forth all  investments,  receipts,  disbursements,  and
other transactions effected by the Master Trustee between the Reporting Date and
the prior  Reporting  Date,  and setting  forth the value of the Trust as of the
Reporting Date. Except as otherwise required under ERISA, upon the expiration of
twelve (12) months from the date of filing such  account  with Ford,  the Master
Trustee shall have no liability or further accountability to anyone with respect
to the propriety of its acts or transactions shown in such account,  except with
respect to such acts or  transactions  as to which Ford shall within such twelve
(12) month period file with the Master Trustee written objections.

     (b) Plan Qualification and ERISA Section 404(c).
The Plans are intended to be qualified  under section 401(a) of the Code and the
Master Trust  established  hereunder is intended to be tax-exempt  under section
501(a) of the Code. Ford represents that to the extent  Participants are able to
instruct the investment of their accounts,  the Plan is intended to constitute a
plan  described  in section  404(c) of ERISA and Title 29 of the Code of Federal
Regulations   Section   2550.404c-1.   A  confirmation  of  the  Plans'  current
tax-qualified  status is attached hereto as Schedule "B," and Ford shall provide
evidence  reasonably  satisfactory to the Master Trustee of the Plans' continued
qualification   upon  request  by  the  Master   Trustee.   Ford  has  the  sole
responsibility  for  ensuring  the  Plans'  tax-qualified   status.  The  Master
Trustee's  provision  of the  services  set  forth  in this  Agreement  shall be
conditioned on Ford  delivering to the Master Trustee a copy of any amendment to
the Plan as soon as administratively feasible following the amendment's adoption
and on Ford  providing  the  Master


                                       18


<PAGE>

Trustee,  on a  timely  basis,  with  all the  information  the  Master  Trustee
reasonably   deems   necessary   for  it  to  perform  the   recordkeeping   and
administrative  services set forth  herein,  and such other  information  as the
Master Trustee may reasonably request.

     (c) Allocation of Interests.
All transfers to, withdrawals from, or other  transactions  regarding the Master
Trust shall be  conducted in such a way that the  proportionate  interest in the
Master  Trust of each Plan and the fair  market  value of that  interest  may be
determined at any time. Whenever the assets of more than one Plan are commingled
in the Master Trust or in any investment  option, the undivided interest therein
of each such Plan shall be debited or credited  (as the case may be) (i) for the
entire  amount of every  contribution  received  on behalf of such  Plan,  every
benefit payment,  or other expense  attributable  solely to such Plan, and every
other  transaction  relating only to such Plan;  and (ii) for its  proportionate
share of every item of collected or accrued  income,  gain or loss,  and general
expense,  and of any  other  transactions  attributable  to the  Trust  or  that
investment option as a whole.


Section 8.  Compensation and Expenses.
The Master  Trustee's  bill shall be computed  and remitted in  accordance  with
Section F of Part I of Exhibit 2 (DC) to the separate  Recordkeeping  Agreement,
as amended from time to time, or as otherwise agreed to in writing by the Master
Trustee  and Ford.  Ford  shall  send to the  Master  Trustee a payment  in such
amount,  or to the extent that the Plan may  permit,  Ford may direct the Master
Trustee to deduct such amount from Participants'  accounts.  All expenses of the
Master  Trustee  relating   directly  to  the  acquisition  and  disposition  of
investments  constituting  part of the Master  Trust,  and all taxes of any kind
whatsoever  that may be levied or assessed under existing or future laws upon or
in respect of the Master Trust or the income thereof,  shall be a charge against
and paid from the appropriate investment option.


Section 9.  Directions and Responsibility.

     (a) Directions from Ford or Administrator.
Ford shall from time to time  designate  the  persons  authorized  to act on its
behalf under the provisions of this Agreement. Such designation shall be made in
a  communication  in the form attached hereto as Schedule "A" signed by the Vice
President-Treasurer,  the  Secretary or Assistant  Secretary of Ford,  and shall
include  the   signature  of  the  person  so   designated.   Whenever  Ford  or
Administrator  provides a direction to the Master  Trustee,  the Master  Trustee
shall not be liable for any loss,  or by reason of any breach,  arising from the
direction if the direction is contained in a writing (or is oral and immediately
confirmed in a writing)  signed by an individual  whose name and signature  have
been  submitted  (and not withdrawn) in writing to the Master Trustee by Ford in
the form  attached  hereto as Schedule  "A",  provided  that the Master  Trustee
reasonably  believes  the  signature  of  the  individual  to be  genuine.  Such
direction may also be made via EDT or other  electronic means in accordance with
procedures agreed to by Ford and the Master Trustee; provided, however, that the
Master  Trustee shall be fully  protected in relying on such  direction as if it
were a  direction  made in writing by Ford.  The  Master  Trustee  shall have no
responsibility  to ascertain any direction's (i) accuracy,  (ii) compliance with
applicable law, or (iii) effect for tax purposes (other than tax withholding and
reporting obligations assumed under this Agreement.


                                       19

<PAGE>


     (b) Conduct.
The Master  Trustee  hereby agrees not to take any action  contrary to the Plans
(as communicated to the Master Trustee) or the Summary Plan Description provided
to  Participants  (as  communicated to the Master  Trustee).  The Master Trustee
hereby  acknowledges  that it has received  from Ford a copy of the Summary Plan
Description.  The Master  Trustee  shall  discharge  its  responsibilities  as a
"directed trustee" under section 403(a)(1) of ERISA.

     (c) Co-Fiduciary Liability.
In any other case, the Master Trustee shall not be liable for any Losses,  or by
reason of any breach,  arising  from any act or  omission  of another  fiduciary
under the Plan except as provided in section 405(a) of ERISA.  Without  limiting
the  foregoing,  the  Master  Trustee  shall have no  liability  for the acts or
omissions of any predecessor or successor trustee.

     (d) Responsibility.
Ford and Master  Trustee agree that they will  cooperate  with each other in the
event  of  litigation  or  other  dispute  to  determine  the  response  that is
appropriate to any claim made against Ford or the Master Trustee or both and the
apportionment of the resulting Losses and liability,  if any, in connection with
such claim. Ford and the Master Trustee acknowledge that some claims may be made
against  either or both  parties  even though  only one of the parties  would be
responsible under the Plans and the Agreement for the action, or inaction,  that
gives rise to the claim and that the  identity  of the party  whose  action,  or
inaction,  gives rise to the claim may not always be clear.  The  parties  agree
that, in general,  and subject to the  requirements  of applicable  law,  claims
arising by reason of the  interpretation  of the Plan provisions or by reason of
Ford  directions  will be defended by Ford and Ford will be responsible  for any
Losses therefore;  and claims arising from the  administration  and operation of
this  Agreement  will be defended by the Master  Trustee and the Master  Trustee
will be responsible for any Losses therefore. In any event, each party will give
notice to the other of any  controversy  and each party will  cooperate with the
other to resolve such controversy.

     (e) Indemnification.
Ford shall  indemnify the Master  Trustee  against,  and hold the Master Trustee
harmless  from,  Losses,  that may be incurred  by,  imposed  upon,  or asserted
against the Master  Trustee by reason of any claim,  regulatory  proceeding,  or
litigation  arising from any act done or omitted to be done by any individual or
person with respect to the Plan or Master  Trust;  provided  however,  that Ford
shall not be required to  indemnify  Master  Trustee in the event any Losses are
caused by the bad faith,  negligence,  willful misconduct or breach of fiduciary
duty of the Master Trustee or its affiliates and their respective  employees and
agents.

The Master Trustee shall  indemnify  Ford against,  and hold Ford harmless from,
any and all Losses that may be incurred by,  imposed upon,  or asserted  against
Ford by reason of any claim,  regulatory proceeding,  or litigation arising from
Master  Trustee's  breach of this  Agreement,  bad  faith,  negligence,  willful
misconduct or breach of fiduciary  duty of the Master  Trustee or its affiliates
and their respective employees and agents.


                                       20


<PAGE>


Section 10.  Resignation or Removal of Master Trustee and Termination.

     (a) Resignation and Removal.
The Master  Trustee  may  resign at any time upon  sixty  (60)  days'  notice in
writing to Ford,  unless a shorter period of notice is agreed upon by Ford. Ford
may  remove the Master  Trustee  upon sixty (60) days'  notice in writing to the
Master  Trustee,  unless a shorter period of notice is agreed upon by the Master
Trustee.

     (b) Termination.
This  Agreement  may be  terminated  at any time by Ford upon  sixty  (60) days'
notice in writing  to the Master  Trustee.  On the date of  termination  of this
Agreement,  the Master  Trustee  shall  forthwith  transfer  and deliver to such
individual  or  entity  as Ford  shall  designate,  all  cash  and  assets  then
constituting  the  Master  Trust.  If,  by the  termination  date,  Ford has not
notified the Master  Trustee in writing as to whom the assets and cash are to be
transferred and delivered, the Master Trustee may bring an appropriate action or
proceeding  for leave to deposit  the  assets  and cash in a court of  competent
jurisdiction.  The Master  Trustee shall be reimbursed by Ford for all costs and
expenses of the action or proceeding including,  without limitation,  reasonable
attorneys' fees and disbursements.

The provisions of Section 9, and the last sentence of Section 5(j) shall survive
termination of this Agreement.


Section 11.  Successor Trustee.

     (a) Appointment.
If the  office of Master  Trustee  becomes  vacant for any  reason,  Ford may in
writing appoint a successor trustee under this Agreement.  The successor trustee
shall  have  all  of  the  rights,  powers,  privileges,   obligations,  duties,
liabilities,  and immunities granted to the Master Trustee under this Agreement.
The successor  trustee and predecessor  trustee shall not be liable for the acts
or omissions of the other with respect to the Master Trust.

     (b) Acceptance.
As of the  date  the  successor  trustee  accepts  its  appointment  under  this
Agreement,  title to and possession of the Master Trust assets shall immediately
vest in the  successor  trustee  without any  further  action on the part of the
predecessor  trustee.  The predecessor trustee shall execute all instruments and
do all acts that may be reasonably  necessary or reasonably requested in writing
by Ford or the successor trustee to vest title to all Master Trust assets in the
successor  trustee  and to deliver  all  Master  Trust  assets to the  successor
trustee.

     (c) Corporate Action.
Any successor to the Master Trustee or successor trustee, either through sale or
transfer of the business or trust  department of the Master Trustee or successor
trustee,  or through  reorganization,  consolidation,  or merger, or any similar
transaction  of either the Master  Trustee or  successor  trustee,  shall,  upon
consummation  of the  transaction,  become  the  successor  trustee  under  this
Agreement.


                                       21


<PAGE>

Section 12.  Resignation, Removal, and Termination Notices.
All notices of resignation, removal, or termination under this Agreement must be
in  writing  and  mailed  to the party to which  the  notice  is being  given by
certified  or  registered  mail,  return  receipt  requested,  to Ford  c/o Vice
President-Treasurer,  Ford  Motor  Company,  11th  Floor  - One  American  Road,
Dearborn,  Michigan  48126-2798,  and to the Master  Trustee c/o FESCo  Business
Compliance,  Contracts  Administration,  82  Devonshire  Street,  MM3H,  Boston,
Massachusetts  02109,  or to such other  addresses as the parties have  notified
each other of in the foregoing manner.


Section 13.  Duration.
This Master Trust shall  continue in effect  without limit as to time,  subject,
however,   to  the   provisions  of  this   Agreement   relating  to  amendment,
modification, and termination thereof.


Section 14.  Amendment or Modification.
This Agreement may be amended or modified at any time and from time to time only
by an instrument  executed by both Ford and the Master Trustee.  The individuals
authorized to sign such  instrument on behalf of Ford shall be those  authorized
by Ford on Schedule "A."


Section 15.  Electronic Services.
     (a) The Master Trustee may provide  Electronic  Services and/or  Electronic
Products,  including, but not limited to, Fidelity Plan Sponsor WebStation. Ford
and its agents agree to use such  Electronic  Services and  Electronic  Products
only in the course of reasonable  administration of or participation in the Plan
and  to  keep  confidential  and  not  publish,  copy,  broadcast,   retransmit,
reproduce,  commercially  exploit  or  otherwise  redisseminate  the  Electronic
Products  or  Electronic  Services  or any  portion  thereof  without the Master
Trustee's   written  consent,   except,   in  cases  where  Master  Trustee  has
specifically notified Ford that the Electronic Products or Services are suitable
for  delivery  to  Ford's  Participants,  for  non-commercial  personal  use  by
Participants or beneficiaries with respect to their participation in the Plan or
for their other retirement planning purposes.

     (b) Ford shall be responsible for installing and maintaining all Electronic
Products,  (including any programming  required to accomplish the  installation)
and for displaying any and all content  associated with  Electronic  Services on
its computer network and/or intranet so that such content will appear exactly as
it appears when  delivered to Ford.  The Master Trustee will assist Ford in such
installation and maintenance  upon request by Ford. All Electronic  Products and
Services shall be clearly  identified as originating  from the Master Trustee or
its affiliate.  Ford shall promptly remove Electronic  Products or Services from
its computer  network and/or  intranet,  or replace the  Electronic  Products or
Services with updated products or services provided by the Master Trustee,  upon
written  notification  (including  written  notification  via  facsimile) by the
Master Trustee.

     (c) All  Electronic  Products shall be provided to Ford without any express
or implied  legal  warranties  or  acceptance  of legal  liability by the Master
Trustee,  and  all  Electronic  Services  shall  be  provided  to  Ford  without
acceptance of legal liability related to or arising out of the electronic nature
of the delivery or provision of such  Services.  Provided,  however,  the Master
Trustee shall defend,  indemnify and hold Ford harmless from any claims  brought
by third parties based upon  infringement of any patent,  copyright,  trademark,
trade  secret  or other


                                       22

<PAGE>

proprietary right in connection with the Electronic Products furnished under the
Agreement.  Ford shall promptly notify the Master Trustee in writing of any such
claim. Ford shall give reasonable assistance to the Master Trustee in defense of
any claim, at the Master Trustee's  expense.  The Master Trustee shall have sole
control of the defense of any such  claim.  Except as  otherwise  stated in this
Agreement,  and except  with  respect to data  specific  to Ford's  Participants
embedded in the products or services,  which data is the property of Ford and/or
Ford's  Participants,  no rights are conveyed to any property,  intellectual  or
tangible,  associated  with the contents of the Electronic  Products or Services
and related material.  The Master Trustee hereby grants to Ford a non-exclusive,
non-transferable  revocable right and license to use the Electronic Products and
Services in accordance with the terms and conditions of this Agreement.

     (d) To the extent that any Electronic Products or Services utilize internet
services to transport data or communications,  the Master Trustee will take, and
Ford agrees to follow,  reasonable  security  precautions,  however,  the Master
Trustee   disclaims  any  liability  for   interception  of  any  such  data  or
communications,  provided that the Master  Trustee has followed such  reasonable
security  precautions.  The Master Trustee reserves the right not to accept data
or  communications  transmitted via electronic media by Ford or a third party if
it determines that the media does not provide  adequate data security,  or if it
is not administratively feasible for the Master Trustee to use the data security
provided.  The  Master  Trustee  shall  not be  responsible  for,  and  makes no
warranties  regarding  access,  speed or  availability  of  Internet  or network
services, or any other service required for electronic communication. The Master
Trustee shall not be responsible  for any loss or damage related to or resulting
from any changes or modifications  to the Electronic  Products or Services after
delivering it to Ford.

     (e) The Master Trustee will provide to Participants the FullViewSM  service
via NetBenefits,  through which Participants may elect to consolidate and manage
any retirement  account  information  available  through  NetBenefits as well as
External Account  Information.  To the extent not provided by the Master Trustee
or its affiliates,  the data aggregation service will be provided by Yodlee.com,
Inc.  or such other  independent  provider  as the Master  Trustee  may  select,
pursuant to a contract that requires the provider to take  appropriate  steps to
protect the privacy and confidentiality of information furnished by users of the
service.  Ford  acknowledges  that Participants who elect to use FullViewSM must
provide  passwords and PINs to the provider of data  aggregation  services.  The
Master  Trustee will use  External  Account  Information  to furnish and support
FullViewSM  or  other  services  provided  pursuant  to this  Agreement,  and as
otherwise  directed  by the  Participant.  The Master  Trustee  will not furnish
External Account  Information to any third party, except pursuant to subpoena or
other  applicable  law.  Ford agrees that the  information  accumulated  through
FullViewSM  shall not be made  available to Ford,  provided,  however,  that the
Master Trustee shall provide to Ford,  upon request,  aggregate  usage data that
contains no personally identifiable information.


Section 16.  Assignment.
This  Agreement  shall be binding  on the  Parties  hereto and their  respective
successors and assigns.  Neither Party shall assign this  Agreement  without the
prior  written  consent  of  the  other  Party,   which  consent  shall  not  be
unreasonably withheld.


                                       23

<PAGE>

Section 17.  General.

     (a) Performance by Master Trustee, its Agents or Affiliates.
Ford  acknowledges  and  authorizes  that the services to be provided under this
Agreement  shall be provided by the Master  Trustee,  its agents or  affiliates,
including,  but not limited to, FIIOC, or the successor to any of them, and that
certain  of such  services  may be  provided  pursuant  to one or more  separate
contractual  agreements or  relationships.  The Master Trustee  acknowledges and
agrees  that it  shall  remain  fully  responsible  for the  performance  of all
services or duties performed under this Agreement by its affiliates.

     (b) Delegation by Employer.
By  authorizing  the  assets of any Plan as to which it is an  "employer"  to be
deposited  in  the  Master  Trust,  each  employer,   other  than  Ford,  hereby
irrevocably  delegates and grants to Ford full and exclusive power and authority
to exercise all of the powers conferred upon Ford and each employer by the terms
of this  Agreement,  and to take or refrain from taking any and all action which
such employer  might  otherwise take or refrain from taking with respect to this
Agreement,  including the sole and exclusive power to exercise, enforce or waive
any rights  whatsoever  which such employer might otherwise have with respect to
the Master Trust,  and  irrevocably  appoints Ford as its agent for all purposes
under this Agreement.  The Master Trustee shall have no obligation to account to
any such employer or to follow the  instructions  of or otherwise  deal with any
such  employer,  the intention  being that the Master  Trustee shall deal solely
with Ford.

     (c) Entire Agreement.
This Agreement  together with the schedules  attached  hereto,  which are hereby
incorporated by reference herein,  contains all of the terms agreed upon between
the parties with respect to the subject matter hereof.

     (d) Waiver.
No waiver by either party of any failure or refusal to comply with an obligation
hereunder  shall be  deemed a waiver of any other  obligation  hereunder  or any
subsequent failure or refusal to comply with any other obligation hereunder.

     (e) Successors and Assigns.
The  stipulations  in this  Agreement  shall  inure to the benefit of, and shall
bind, the successors and assigns of the respective parties.

     (f) Partial Invalidity.
If any term or provision of this  Agreement  or the  application  thereof to any
person or circumstances  shall, to any extent, be invalid or unenforceable,  the
remainder of this  Agreement,  or the  application  of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

     (g) Section Headings.
The headings of the various sections and subsections of this Agreement have been
inserted only for the purposes of convenience and are not part of this Agreement
and shall not be deemed in any manner to modify, explain, expand or restrict any
of the provisions of this Agreement.


                                       24

<PAGE>


     (h) Returns, Reports and Information.
Except as otherwise  specified in this Agreement,  Ford shall be responsible for
the preparation and filing of all returns,  reports, and information required of
the Master Trust or Plans by law.  The Master  Trustee  shall  provide Ford with
such information as Ford may reasonably request to make these filings.

     (i) Communications.
For any  Participant  communications  which are  prepared  solely by Ford,  Ford
represents  that such  communications  will  include all  necessary  information
required by the  regulations  under ERISA  ss.404(c).  The Master  Trustee shall
request and Ford shall  provide  all  information  regarding  the content of the
communications  reasonably  necessary  to allow the  Master  Trustee to meet its
obligations under this Agreement. The Master Trustee shall have no liability for
any loss  resulting  from Ford's  failure to  communicate in a manner that would
afford the fiduciaries protection under the ERISA ss.404(c) regulations.

For any Participant  communications  which are furnished solely by Ford, whether
prepared by Ford or the Master Trustee, Ford represents that such communications
will be  furnished to all  Participants  and  beneficiaries  in a manner that is
consistent with ERISA including,  but not limited to, any applicable  provisions
added  by  the  Sarbanes-Oxley  Act or  otherwise  required  by  law  to  afford
fiduciaries   protection  under  the  ERISA  ss.404(c)   regulations.   For  any
Participant communications which are furnished in part by Ford, whether prepared
by Ford or the Master Trustee,  Ford represents that such communications will be
furnished to all designated  Participants and  beneficiaries in a manner that is
consistent with ERISA including,  but not limited to, any applicable  provisions
added  by  the  Sarbanes-Oxley  Act or  otherwise  required  by  law  to  afford
fiduciaries protection under the ERISA ss.404(c) regulations. Communications may
be furnished  electronically  as long as such delivery is consistent  with ERISA
regulations  regarding electronic  transmission (ss. 2501.104b-1) and any future
applicable  guidance.  The  Master  Trustee  and its  affiliates  shall  have no
liability  for  any  Losses  resulting  from  failure  of Ford  to  furnish  any
communications  in a manner  consistent with ERISA,  the  Sarbanes-Oxley  Act or
other applicable law.


Section 18.  Governing Law.

     (a) Massachusetts Law Controls.
This  Agreement  is being made in the  Commonwealth  of  Massachusetts,  and the
Master Trust shall be  administered  as a  Massachusetts  trust.  The  validity,
construction,  effect, and administration of this Agreement shall be governed by
and   interpreted  in  accordance   with  the  laws  of  the   Commonwealth   of
Massachusetts,  except to the extent those laws are superseded under section 514
of ERISA.

     (b) Which Agreement Controls.
The Master Trustee is not a party to the Plans, and in the event of any conflict
between the  provisions of the Plans and the provisions of this  Agreement,  the
provisions of the Plans shall  control,  provided that nothing shall increase or
expand the responsibilities of the Master Trustee beyond those set forth in this
Agreement without the written consent of the Master Trustee.


                                       25

<PAGE>


Section 19.  Plan Qualification.
Ford shall be  responsible  for verifying  that while any assets of a particular
Plan are held in the Master Trust,  the Plan (i) is qualified within the meaning
of section  401(a) of the Code;  (ii) is permitted by existing or future rulings
of the United States Treasury Department to pool its funds in a group trust; and
(iii)  permits its assets to be  commingled  for  investment  purposes  with the
assets of other such plans by investing such assets in this Master Trust. If any
Plan ceases to be  qualified  within the meaning of section  401(a) of the Code,
Ford shall notify the Master Trustee as promptly as is reasonable.  Upon receipt
of such notice,  the Master Trustee shall  promptly  segregate and withdraw from
the Master Trust, the assets which are allocable to such disqualified  Plan, and
shall dispose of such assets in the manner directed by Ford.







     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by their duly  authorized  officers as of the day and year first above
written.


                                       FORD MOTOR COMPANY



                                       By:   /s/A M Petach
                                             ----------------------------------
                                             Vice President-Treasurer

                                       Name:
                                             ----------------------------------
                                             Anne Marie Petach

                                       Date:
                                             ----------------------------------





                                       FIDELITY MANAGEMENT TRUST COMPANY



                                       By:   /s/Carolyn Redden
                                             ----------------------------------
                                             FMTC Authorized Signatory

                                       Name: Carolyn Redden
                                             ----------------------------------
                                             Authorized Signer

                                       Date: 6/10/05
                                             ----------------------------------


                                       26


<PAGE>

SCHEDULES


                    Schedule "A" - Authorized Signers (Ford)


                               [Ford's Letterhead]

[Date]
Mr. Rick Szpak
Fidelity Employer Services Company LLC
300 Puritan Way - MM3H
Marlborough, MA 01752-3078

         Ford Motor Company Savings and Stock Investment Plan for Salaried
         Employees ("SSIP")
         Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees
         ("TESPHE")
         Ford Retirement Plan ("FRP")

Dear Mr. Szpak:


     This letter is sent to you in  accordance  with  Section 9(a) of the Master
Trust Agreement,  restated as of January 1, 2005, between Ford Motor Company and
Fidelity  Management Trust Company.  [I or We] hereby  designate[ myself - if so
desired], [name of individual],  [name of individual], and [name of individual],
as the  individuals  who may  provide  directions  on behalf of Ford upon  which
Fidelity Management Trust Company shall be fully protected in relying.  Only one
such  individual  need provide any direction.  The signature of each  designated
individual is set forth below and certified to be such.


     You may rely  upon each  designation  and  certification  set forth in this
letter  until [I or we]  deliver to you  written  notice of the  termination  of
authority of a designated individual.

                                    Very truly yours,
                                    Ford Motor Company
                                    By:

[signature of designated individual]
[name of designated individual]



[signature of designated individual]
[name of designated individual]



[signature of designated individual]
[name of designated individual]


                                       27

<PAGE>


                Schedule "B" - Statement of Tax-Qualified Status


                              [Law Firm Letterhead]

     **Note:  This  Schedule is not  necessary  if the Plan's IRS  determination
letter is not more than two (2) years old.

Ms. Rebecca Hays
Fidelity Investments Institutional Operations Company, Inc.
300 Puritan Way - MM3H
Marlborough, MA 01752-3078

         Ford Motor Company Savings and Stock Investment Plan for Salaried
         Employees ("SSIP")
         Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees
         ("TESPHE")
                          Ford Retirement Plan ("FRP")

Dear Ms. Hays;

     In accordance  with your  request,  this letter sets forth our opinion with
respect to the  qualified  status under section  401(a) of the Internal  Revenue
Code of  1986  (including  amendments  made by the  Employee  Retirement  Income
Security  Act of 1974) (the  "Code"),  of the [name of plan],  as amended to the
date of this letter (the "Plan").
     The material facts regarding the Plan as we understand them are as follows.
The most recent favorable determination letter as to the Plan's qualified status
under  section  401(a) of the Code was issued by the  [location of Key District]
District  Director of the  Internal  Revenue  Service and was dated [date] (copy
enclosed).  The  version  of the  Plan  submitted  by  [name  of  company]  (the
"Company")  for  the  District   Director's   review  in  connection  with  this
determination  letter did not contain  amendments  made  effective as of [date].
These  amendments,  among other  matters,  [brief  description  of  amendments].
[Subsequent  amendments were made on [date] to amend the provisions dealing with
[brief description of amendments].]
     Ford has informed us that it intends to submit the Plan to the [location of
Key District]  District  Director of the Internal Revenue Service and to request
from him a  favorable  determination  letter as to the Plan's  qualified  status
under section 401(a) of the Code.  Ford may have to make some  modifications  to
the Plan at the request of the Internal  Revenue Service in order to obtain this
favorable  determination letter, but we do not expect any of these modifications
to be material. Ford has informed us that it will make these modifications.
     Based on the foregoing  statements of Ford and our review of the provisions
of the Plan,  it is our opinion that the Internal  Revenue  Service will issue a
favorable  determination  letter as to the  qualified  status  of the  Plan,  as
modified at the request of the Internal Revenue Service, under section 401(a) of
the Code, subject to the customary condition that continued qualification of the
Plan, as modified, will depend on its effect in operation.
     [Furthermore,  in that the  assets  are in part  invested  in common  stock
issued by Ford or an affiliate,  it is our opinion that the Plan is an "eligible
individual  account plan" (as defined under Section 407(d)(3) of ERISA) and that
the shares of common stock of Ford held and to be  purchased  under the Plan are
"qualifying  employer securities" (as defined under Section 407(d)(5) of ERISA).
Finally,  it is our opinion  that  interests  in the Plan are not required to be
registered  under  the  Securities  Act  of  1933,  as  amended,   or,  if  such
registration is required,  that such interests are effectively  registered under
said Act.]

                                    Sincerely,
                                    [name of law firm]
                                    By:     [signature]
                                            [name of partner]


                                       28

<PAGE>



                                  SCHEDULE "C"
                                                                   Confidential
                               FORD MOTOR COMPANY
                     GUIDELINES FOR THE INTEREST INCOME FUND
                     ---------------------------------------

EFFECTIVE DATE:   November 1, 2003

I.   DESCRIPTION OF THE INTEREST INCOME FUND

     The Interest Income Fund ("IIF") is a diversified book value fund comprised
     of the following investment types: guaranteed investment contracts ("GICs")
     and individual fixed-income securities managed by Fidelity Management Trust
     Company in its capacity as Investment  Manager (hereafter  "Manager").  The
     IIF may also be  invested in a  short-term  investment  fund for  liquidity
     purposes.

     In conjunction  with the investment  types described  above,  Manager shall
     purchase   constant-duration   synthetic  contracts  (hereafter  "Synthetic
     Contracts")  to  ensure  that  the  IIF  is  fully  benefit-responsive  and
     accounted for at book-value.  The IIF will be divided among these synthetic
     contracts on a pro-rata  basis and the contracts  will provide a fixed rate
     of return each calendar year.


II.  INTEREST INCOME FUND OBJECTIVE

     The investment  objective for the IIF is to provide a relatively high fixed
     income yield with little  market-related risk. Of primary importance is the
     preservation of both invested  principal and earned interest.  Secondary to
     the  preservation  of  capital  is the desire to  generate,  over  time,  a
     composite  yield in excess of  short-term  yields  available  in the market
     place.


III. PERMISSIBLE INVESTMENTS AND LIMITATIONS

     Guaranteed Investment Contracts ("GICs")
     ----------------------------------------

     GICs are  book-value,  benefit-responsive  investment  contracts  issued by
     insurance companies,  banks or other financial services institutions.  GICs
     are unsecured agreements backed by the assets of the issuer.

     GICs  for the IIF will be  limited  to those  issuers  which  have a credit
     rating of at least AA- (or equivalent) by either Moody's Investors Service,
     Inc.,  Standard  &  Poor's  Corporation  or  other  Nationally   Recognized
     Statistical Rating  Organization  ("NRSRO") at time of purchase.  A copy of
     the Manager's current approved issuer list will be provided upon request.

     Individual Fixed Income Securities
     ----------------------------------

     Manager  will invest in U.S.  dollar  denominated  individual  fixed income
     securities  ("Securities")  for the  IIF.  Such  Securities  will be  owned
     directly by the Ford Motor Company Defined  Contribution Plans Master Trust
     (the "Plan").  Subject to the  restrictions  and  limitations  contained in
     these Guidelines, Manager shall have full discretion to invest the IIF over
     the broad spectrum of fixed income securities.  Securities may include, but
     are not limited to, the following:

     o    Asset-backed securities
     o    Mortgage-backed securities


                                  Page 1 of 6

<PAGE>

                                                                    Confidential

     o    Commercial mortgage-backed securities
     o    Collateralized mortgage obligations
     o    U.S. Treasuries
     o    Securities  issued  or  backed  by  U.S.  government  agencies,   U.S.
          government sponsored issuers
     o    Securities issued by supranational organizations
     o    Structured notes and similar arrangements
     o    Corporate bonds
     o    Private placements (including Rule 144a securities)
     o    Money market instruments
     o    Futures contracts,  options contracts, and swap agreements (derivative
          instruments  subject to CFTC  regulation  will be used solely for bona
          fide hedging or other risk management  purposes  consistent with these
          Guidelines and in accordance with CFTC rules)


     Synthetic Contracts
     -------------------

     The IIF will be  "wrapped"  by one or more  Synthetic  Contracts  issued by
     insurance companies,  banks or other  financial-services  institutions (the
     "Synthetic    Contract    Issuers").    Synthetic    Contracts   shall   be
     benefit-responsive,  which  means  that  they  shall  provide  for  benefit
     withdrawals  and investment  exchanges to be paid at the full book-value of
     the IIF (i.e., principal plus accrued interest). In this manner,  Synthetic
     Contracts  are  designed  to  decrease  the  normal   market   fluctuations
     associated with the performance of the Securities.

     Liquidity Considerations
     ------------------------

     To assure  sufficient  liquidity  for the IIF,  Manager  will invest in the
     fund(s) listed in Appendix A attached hereto.


IV.  RESTRICTIONS AND LIMITATIONS

     General Restrictions & Limitations
     ----------------------------------

     o    At the time of purchase,  Securities  must have a credit  rating of at
          least a- (or equivalent) by either Moody's  Investors  Service,  Inc.,
          Standard  &  Poor's   Corporation  or  other   Nationally   Recognized
          Statistical  Rating  Organization  ("NRSRO").  For  purposes  of  this
          limitation,  Securities issued or backed by the U.S. Government,  U.S.
          Government  agencies,  and U.S. Government  sponsored issuers shall be
          deemed to carry a aaa rating (or equivalent).
     o    The  minimum  average  credit  quality  of the  portfolio  will be the
          equivalent of aa- or higher.  For purposes of determining  the minimum
          average credit quality of the portfolio,  Securities  issued or backed
          by the U.S. Government,  U.S. Government agencies, and U.S. Government
          sponsored   issuers  shall  be  deemed  to  carry  a  aaa  rating  (or
          equivalent).
     o    At the time of purchase, the duration of any Security shall not exceed
          eight years.
     o    The assets  shall be managed with a weighted  average  duration of not
          less  than  two nor more  than  three-and-one-half  years.  Short-term
          investments  must be included in the  calculation  of the  portfolio's
          duration.
     o    The market value of the  aggregate  investment  in any single  issuer,
          including its  associated  companies  shall not exceed five percent of
          the aggregate market value of the portfolio.  The net uncollateralized
          mark-to-market amount owed from a counterparty on derivatives that are
          non-exchange  traded,  non-standardized and for which the exchange has
          not "de-coupled" the counterparties  shall be included along with cash
          securities issued by such counterparty


                                  Page 2 of 6

<PAGE>

                                                                    Confidential

          for the purpose of  calculating  the aggregate  exposure to any single
          issuer.  [Note: net amounts due to counterparties  are not included as
          an offset to securities  exposure.] This limitation shall not apply to
          Securities backed by the U.S.  Government,  U.S. Government  agencies,
          and U.S. Government sponsored issuers.
     o    Any  investment  that is  denominated  in a  currency  other than U.S.
          dollars is prohibited.
     o    Borrowing to increase the amount of assets  available  for  investment
          (leverage) is not permitted.
     o    Investing in equity securities,  any security  convertible into equity
          securities,   and  securities  with  equity  type  enhancements  (e.g.
          warrants and rights) or any  derivative or  combination of derivatives
          that create an equity type exposure is prohibited.
     o    Equity  type  securities  received  through  corporate  actions  (e.g.
          warrants  rights or shares received in a default  work-out)  should be
          liquidated in an orderly manner at Manager's discretion.  Manager must
          notify  Ford should the  aggregate  market  value of such  holdings as
          reported on the book of record  exceed one percent of the  portfolio's
          market value.
     o    Investments  in pooled or  commingled  accounts are  prohibited.  This
          limitation  shall not apply to  investments  in the fund(s)  listed in
          Appendix A.


      Restrictions and Limitations on Derivatives
      -------------------------------------------

     o    Derivatives may not be used to leverage the portfolio. Notwithstanding
          the prohibition on leverage, the Manager may use interest rate futures
          or  other  derivatives  as  part  of the  overall  process  to  manage
          portfolio  risks,  provided  that the notional  amount of  derivatives
          outstanding do not exceed 100% of the market value of the Account. The
          use of  derivatives  to  manage  portfolio  risks  may  include  using
          derivatives 1) as substitutes for traditional securities, 2) to reduce
          portfolio  risks  created by other  securities,  or 3) in fully hedged
          positions  to  take  advantage  of  market  anomalies.  The  risks  of
          derivatives,  like more traditional securities, should be evaluated in
          the context of the total portfolio.
     o    Investments   in  any  security,   derivative   security,   derivative
          instrument or combination thereof that can lose more than the original
          amount invested are prohibited (no leverage).
     o    Any  non-exchange   traded  transaction   requiring  the  delivery  of
          collateral from the portfolio (e.g., two-way  collateralized swaps) is
          prohibited.


V.   NOTIFICATION & ESCALATION PROCEDURES

     Should  the  portfolio  be  out  of  tolerance  with  the  restrictions  or
     limitations  contained  herein  (e.g.  market  value  of  a  single  issuer
     increases to more than 5% of the portfolio's  market value),  Manager shall
     notify Ford within two business days following the close of business on the
     date of such  occurrence.  Such  notification  should  include a summary of
     action (including timing) Manager will take to rectify the condition. It is
     expected  that  Manager will take action to bring the  portfolio  back into
     compliance as soon as prudently possible.


     Securities  that no  longer  carry a credit  rating  of at least A- (or the
     equivalent)  by  Moody's  Investors  Service,   Inc.,   Standard  &  Poor's
     Corporation or any other NRSRO must be removed from the portfolio within 60
     days.  Exceptions to removing  Securities  within 60 days may be allowed if
     the Manager demonstrates it is in the best interest of the Plan to hold the
     Securities  beyond the 60-day removal  period.  Request for such exceptions
     must be sent in writing to the Director of Pension Asset  Management,  Ford
     Motor Company for approval.


                                  Page 3 of 6


<PAGE>

                                                                    Confidential

VI.  MANAGER PERFORMANCE EVALUATION

     The Manager will recommend a benchmark (or a blend of multiple  benchmarks)
     which is representative of their articulated Investment Strategy or Process
     and represents their universe of investable  securities;  this will be used
     as an aid to describe short-term performance.

VII. MANAGER RELATIONSHIPS

     Relationships  are  expected  to be  long  term;  however,  Manager  may be
     terminated as investment manager of the IIF without cause.  Typical reasons
     for termination may include, but are not limited to, the following events:

          o    Ford's ability or  willingness to maintain an externally  managed
               account is reduced.
          o    Non-adherence  to  these  Guidelines,  or  Manager's  articulated
               investment strategy or process.
          o    Significant  changes in  Manager's  organizational  structure  or
               personnel.
          o    Loss of confidence in Manager's ability to add value.

     Poor  short-term  performance  by  itself  is  not  necessarily  cause  for
     dismissal.  Poor  long-term  performance  may be  suggestive  of  personnel
     problems, faulty strategies, or a failure to control the investment process
     and is cause for concern.

     Formal  Ford-Manager  meetings  take  place at least  annually  and  should
     include the following elements:

          1.   An  update on  organizational  developments,  personnel  changes,
               strategic issues, etc.
          2.   A review of the investment process for adding value.
          3.   Performance  results  in the  context  of  Manager's  articulated
               investment strategy.
          4.   Statement of compliance with these Guidelines and/or a summary of
               activities that may have compromised these Guidelines.
          5.   An update on any regulatory compliance issues.

VIII. OTHER ISSUES

     Soft Dollars:  With respect to the IIF, the use of soft dollar arrangements
     is discouraged and may only be used with Ford's written approval.

     Securities Lending: Manager may not lend securities from the portfolio. The
     custodian is allowed to lend  securities  for the benefit of the portfolio,
     subject to a separate agreement.

     Counterparty  Selection:  Manager  will  act in good  faith  and  with  due
     diligence  in its  choice  and use of  counterparties  and may deal in such
     markets  and/or  exchanges  and with such  counterparties  as Manager deems
     appropriate, subject to the restrictions and limitations contained herein.

     Use of  Affiliated  Parties:  Manager  cannot trade  through an  affiliated
     broker dealer or enter into  transactions  with an affiliated  counterparty
     without Ford's written approval.


                                  Page 4 of 6

<PAGE>

                                                                    Confidential

FORD MOTOR COMPANY                  FIDELITY MANAGEMENT TRUST COMPANY
                                         as Investment Manager


By: /s/A M Petach             By: /s/Charles S. Morrison
    -----------------------             --------------------------
Name:                                   Charles S. Morrison
Title:                                  Sr. Vice President



Date                                Date  10/31/03
    -----------------------             --------------------------




                                  Page 5 of 6


<PAGE>

                                                                    Confidential

                                   APPENDIX A


     Effective  as of the date first  executed  on page 4 of the  guidelines  on
     behalf of the Manager, permissible investments for the liquidity portion of
     the IIF are:

     1.   Fidelity Institutional Money Market Fund: Money Market Portfolio
     2.   Bankers Trust Company Pyramid Directed Account Cash Fund










                                  Page 6 of 6