exv10wd



 




Exhibit 10-D


     
SUPPORT AGREEMENT dated as of August 13,
2002 (this “Agreement”) between FORD MOTOR CREDIT
COMPANY, a Delaware corporation (“Ford Credit”) and
FCE BANK PLC, a corporation organized under the laws of England
(“FCE Bank”) Ford Credit is an indirect wholly owned
subsidiary of Ford Motor Company (“Ford”). Ford Credit
International, Inc. (“FCII”) a wholly owned subsidiary
of Ford Credit, owns a 100% ownership interest in FCE Bank. FCE
Bank’s primary business is to support the sale of Ford
vehicles in Europe through the Ford dealer network. In order to
facilitate FCE Bank’s continued support of Ford’s
sales in Europe, Ford Credit and FCE Bank agree as follows:




		
	 	     
    1. The terms of this Agreement shall
    commence on January 1, 2003 and terminate by its terms,
    unless otherwise extended by the parties hereto in writing, at
    the close of business on December 31, 2005.
    
	 
	 	     
    2. Ford Credit shall, at all times during
    the term of this Agreement, maintain, either directly or
    indirectly through one or more subsidiaries, a control interest
    of not less than 75% of the capital of FCE Bank.
    
	 
	 	     
    3(a). Ford Credit shall make a payment
    contribution, to the extent required, to FCE Bank for each
    quarterly accounting period during the term of this Agreement in
    an amount sufficient to cause the net worth (paid-in capital
    plus retained earnings) of FCE Bank for such calendar quarter,
    as shown on the financial statements on a U.S. basis (prepared
    in accordance with U.S. generally accepted accounting
    principles) of FCE Bank for such quarter, to be not less than
    US$500 million. Such payment contribution, if required, will be
    made not later than 30 days after the end of such quarterly
    accounting period.
    
	 
	 	     
    3(b). In the event that Ford Credit shall
    have made a contribution to FCE Bank under paragraph 3(a)
    with respect to any quarterly accounting period of, and FCE Bank
    thereafter shall have, at the end of the calendar year in which
    the contribution has been made, a net worth in excess of
    US$500 million after giving effect to any dividends paid by
    FCE Bank to its shareholders during or at the end of such year,
    then FCE Bank shall, at Ford Credit’s discretion, make a
    repayment to Ford Credit equal to the lesser of (i) such
    excess or (ii) the aggregate of any contribution made by
    Ford Credit to FCE Bank under paragraph 3(a) during such
    year.
    
	 
	 	     
    4. FCE Bank shall continue to make wholesale
    inventory and retail financing accommodations generally
    available to dealers in vehicles manufactured or sold by Ford
    and other manufacturers and to their customers during the term
    of this Agreement to no less an extent than such services were
    made available during 1999 by the companies or businesses that
    are now included as part of FCE Bank.
    
	 
	 	     
    5. All determinations hereunder shall be
    made in accordance with U.S. generally accepted accounting
    principles.
    
	 
	 	     
    6. This Agreement contains the entire
    agreement between the parties hereto with respect to the
    transactions contemplated hereby and shall supersede all prior
    agreements between the parties hereto with respect to the
    subject matter hereto.
    
	 
	 	     
    7. This Agreement shall be governed by and
    construed under the laws of England.
    
	 
	 	     
    8. The terms of this Agreement shall not be
    waived, altered, modified, amended, supplemented or terminated
    in any manner whatsoever except by a written instrument signed
    by each of the parties hereto, provided, however, that Ford
    Credit unilaterally, may orally waive any obligation of FCE Bank
    to make a repayment under paragraph 3(b) hereof.
    
	 
	 	     
    9. No person shall have any right by virtue
    of the Contracts (Rights of Third Parties) Act 1999 to
    enforce any term (express or implied) of this Agreement.
    




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be fully executed as of the day and
year first above written.




		
	 	
    FORD MOTOR CREDIT COMPANY
    





			
	 	By:	
    /s/ DAVID COSPER
    



		
	 	
    _______________________________________
    
	 	
    Dave Cosper
    
	 
	 	
    FCE BANK PLC
    





			
	 	By:	
    /s/ SCOTT STEVENS
    



		
	 	
    _______________________________________
    
	 	
    Scott Stevens
    




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